Brighthouse Funds Trust II N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-3618

Metropolitan Series Fund, Inc.

(Exact name of registrant as specified in charter)

501 Boylston Street

Boston, Massachusetts 02116

(Address of Principal Executive Office)

MICHAEL P. LAWLOR, ESQ.

MetLife Advisers, LLC

501 Boylston Street

Boston, Massachusetts 02116

(Name and address of agent for service)

Copy to:

JOHN M. LODER, ESQ.

Ropes & Gray, LLP

One International Place

Boston, Massachusetts 02110

Registrant’s telephone number, including area code: 617-578-3104

Date of fiscal year end: December 31

Date of reporting period: January 1, 2008 through December 31, 2008

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection

burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. §3507.

Item 1. Reports to Stockholders

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (the “Act”):

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. BlackRock Aggressive Growth Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the BlackRock Aggressive Growth Portfolio returned -45.7%, compared to its benchmark, the Russell Midcap Growth Index¹, which returned -44.3%. The average return of its peer group, the Lipper Variable Insurance Products² Mid-Cap Growth Funds Universe, was -45.2% over the same period.

PORTFOLIO REVIEW

The U.S. equity market trended lower through the first half of 2008, as weakness in the housing and mortgage market, fear of recession, and sharply rising energy and commodity costs dominated investor attention. The credit market troubles which had begun in 2007 with subprime mortgages rapidly spread in September 2008 with a number of large and previously distinguished financial institutions either failing, being rescued by the federal government or selling themselves as a last resort. Volatility rose to extreme levels as continued government intervention and economic stimuli grappled with massive deleveraging and a flight to safety. The uncertainty of the credit crisis, combined with the lack of lending activity, resulted in a sharp downturn in economic activity during the fall, guaranteeing a second consecutive decline in quarterly GDP. Investors in stocks found no safe haven, as sharp declines impacted all sectors, market capitalizations and styles.

The BlackRock Aggressive Growth Portfolio underperformed the -44.3% return of the Russell Midcap Growth Index. Stock selection in the consumer staples sector was the most significant detractor for the Portfolio during the year. Strong stock selection in the information technology sector was a positive contributor to Portfolio returns during the period.

Weaker stock selection in the consumer staples sector, which was the best relative performer in the benchmark, was the most significant detractor from relative returns for the Portfolio. The Portfolio’s slight underweight in the sector also hindered performance comparisons. Minerals-based cosmetic company Bare Escentuals dropped more than 75% on investor worries about increased domestic competition and slower growth. Weakening fundamentals, along with management’s lack of execution has confirmed the prudence of our exit from the position. Elsewhere in the Portfolio, video game retailer GameStop fell 65% on concerns about slowing revenue growth. The company operates retail centers for selling video game hardware and software, as well as used video gaming equipment. The Portfolio continues to hold a position in the name, as we believe its fundamentals and valuations are currently attractive. Finally, an overweight in the energy sector had a slightly negative effect on the Portfolio, as the sector dropped more than 55% for the year.

Stronger stock selection in the information technology sector was the biggest contributor to relative returns for the period. Although not spared the volatility, semiconductor names Broadcom and PMC-Sierra held up relatively well on strong execution. Elsewhere in technology, software provider Intuit relatively outperformed on continued demand for its tax filing software.

The most notable changes in sector positioning during the year came in the consumer discretionary, energy and industrials sectors. Within the consumer discretionary sector, an increase in both relative and absolute weights was the result of selectively adding names to the Portfolio. During the second half of the year, we added some very small positions in early cyclical names. These included Darden Restaurants, Bed Bath & Beyond and Burger King. We also eliminated a few consumer discretionary holdings during the year, as the individual company fundamentals warranted. Notable names include International Game Technology and Pinnacle Entertainment, as fundamentals in casino & gaming operators indicated early signs of weakness. The reductions in our relative positions in energy and materials were mostly related to the unwinding of these sectors in the broad market. We did add some small additional positions in the energy sector, as the valuations looked attractive. Within industrials, we decreased Portfolio exposure by selling Quanex and Precision Castparts.

At year-end, the Portfolio’s largest overweights were in the healthcare and information technology sectors, and the most significant underweight was in the financials sector. We continue to look for names with good growth opportunities, regardless of sector or market conditions.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell Midcap^® Growth Index is an unmanaged measure of performance of those Russell Midcap companies (the 800 smallest companies in the Russell 1000 Index) with higher price-to-book ratios and higher forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

A $10,000 INVESTMENT COMPARED TO THE RUSSELL MIDCAP GROWTH INDEX

Average Annual Returns as of December 31, 2008

	BlackRock Aggressive Growth Portfolio								Russell Midcap Growth Index
	Class A		Class B		Class D		Class E
1 Year	-45.7	%	-45.8	%	-45.7	%	-45.8	%	-44.3	%
5 Year	-2.7		—		—		-2.8		-2.3
10 Year	-1.9		—		—		—		-0.2
Since Inception	—		-4.1		-15.2		-3.7		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B, Class D and Class E shares are: 4/29/88, 4/26/04, 5/2/06 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Ametek, Inc.	3.2%
Scientific Games Corp.	2.9%
Harris Corp.	2.6%
IDEX Corp.	2.5%
Shire, Plc. (ADR)	2.4%
Mednax, Inc.	2.4%
Medco Health Solutions, Inc.	2.3%
Apollo Group, Inc. (Class A)	2.3%
Amdocs, Ltd.	2.2%
Iron Mountain, Inc.	2.2%

Top Sectors

	% of Total Market Value
Information Technology	22.4%
Health Care	19.0%
Consumer Discretionary	16.9%
Industrials	13.9%
Energy	10.4%
Materials	5.1%
Financials	4.9%
Cash	3.7%
Consumer Staples	2.7%
Telecommunication Services	1.0%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
BlackRock Aggressive Growth—Class A	Actual	0.77	%	$	1,000.00	$	569.35	$	3.04
	Hypothetical	0.77	%	$	1,000.00	$	1,021.22	$	3.91
BlackRock Aggressive Growth—Class B	Actual	1.02	%	$	1,000.00	$	568.70	$	4.02
	Hypothetical	1.02	%	$	1,000.00	$	1,019.95	$	5.18
BlackRock Aggressive Growth—Class D	Actual	0.87	%	$	1,000.00	$	569.39	$	3.43
	Hypothetical	0.87	%	$	1,000.00	$	1,020.71	$	4.42
BlackRock Aggressive Growth—Class E	Actual	0.92	%	$	1,000.00	$	569.07	$	3.63
	Hypothetical	0.92	%	$	1,000.00	$	1,020.46	$	4.67

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—95.3% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—2.2%
BE Aerospace, Inc. (a)	663,300	$	5,100,777
Goodrich Corp.	225,600		8,351,712
			13,452,489
Biotechnology—1.4%
Martek Biosciences Corp. (a) (b)	283,200		8,583,792
Capital Markets—1.1%
Invesco, Ltd.	457,521		6,606,603
Chemicals—3.0%
Agrium, Inc.	180,600		6,163,878
Airgas, Inc.	138,000		5,380,620
Celanese Corp. (Series A) (b)	538,100		6,688,583
			18,233,081
Commercial & Professional Services—2.2%
Employee Solutions, Inc. (c) (d)	484		0
Iron Mountain, Inc. (a) (b)	541,100		13,381,403
			13,381,403
Communications Equipment—2.6%
Harris Corp.	425,264		16,181,296
Construction & Engineering—1.9%
Quanta Services, Inc. (a)	581,100		11,505,780
Containers & Packaging—1.3%
Rock-Tenn Co.	243,619		8,326,898
Diversified Consumer Services—2.3%
Apollo Group, Inc. (Class A) (a)	186,200		14,266,644
Diversified Financial Services—2.8%
CME Group, Inc.	21,930		4,563,852
MSCI, Inc. (a)	730,900		12,980,784
			17,544,636
Electrical Equipment—3.2%
Ametek, Inc.	649,100		19,609,311
Electronic Equipment, Instruments & Components—1.5%
Amphenol Corp. (Class A)	380,700		9,129,186
Energy Equipment & Services—5.7%
Acergy S.A. (ADR) (b)	503,500		2,910,230
IHS, Inc. (a)	242,900		9,089,318
National Oilwell Varco, Inc. (a)	196,400		4,800,016
Noble Corp.	343,800		7,594,542
Superior Energy Services, Inc. (a)	369,800		5,890,914
Weatherford International, Ltd. (a)	450,000		4,869,000
			35,154,020

Security Description	Shares	Value*
Health Care Equipment & Supplies—2.8%
Hologic, Inc. (a) (b)	649,600	$	8,490,272
ResMed, Inc. (a)	242,500		9,088,900
			17,579,172
Health Care Providers & Services—10.1%
AmerisourceBergen Corp.	223,100		7,955,746
Laboratory Corp. of America Holdings (a) (b)	69,700		4,489,377
Lincare Holdings, Inc. (a) (b)	291,700		7,855,481
Magellan Health Services, Inc. (a)	328,400		12,860,144
Medco Health Solutions, Inc. (a)	345,000		14,458,950
Mednax, Inc. (a)	460,700		14,604,190
			62,223,888
Hotels, Restaurants & Leisure—7.1%
Burger King Holdings, Inc.	289,200		6,906,096
Darden Restaurants, Inc. (b)	343,200		9,671,376
Orient-Express Hotels, Ltd. (Class A) (a) (b)	263,500		2,018,410
Panera Bread Co. (a) (b)	142,500		7,444,200
Scientific Games Corp. (a) (b)	1,009,900		17,713,646
			43,753,728
Household Products—1.2%
Church & Dwight Co., Inc.	135,600		7,609,872
IT Services—6.2%
Genpact, Ltd. (a)	1,039,200		8,542,224
Lender Processing Services, Inc.	395,250		11,640,113
SAIC, Inc. (a)	644,900		12,562,652
TeleTech Holdings, Inc. (a)	707,000		5,903,450
			38,648,439
Life Sciences Tools & Services—1.2%
Thermo Fisher Scientific, Inc. (a) (b)	214,100		7,294,387
Machinery—4.5%
IDEX Corp.	634,704		15,328,102
Joy Global, Inc.	317,200		7,260,708
Oshkosh Corp. (b)	597,100		5,308,219
			27,897,029
Media—2.3%
CKX, Inc. (a) (b)	1,069,400		3,924,698
DreamWorks Animation SKG, Inc. (a)	415,300		10,490,478
			14,415,176
Metals & Mining—0.8%
Century Aluminum Co. (a) (b)	510,698		5,106,980
Oil, Gas & Consumable Fuels—4.7%
Chesapeake Energy Corp.	361,200		5,840,604
Consol Energy, Inc.	281,500		8,045,270
Massey Energy Co.	307,300		4,237,667
Plains Exploration & Production Co. (a)	276,200		6,418,888

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Oil, Gas & Consumable Fuels—(Continued)
Ultra Petroleum Corp. (a)	130,700	$	4,510,457
			29,052,886
Personal Products—1.4%
Avon Products, Inc.	214,500		5,154,435
Bare Escentuals, Inc. (a) (b)	711,900		3,723,237
			8,877,672
Pharmaceuticals—3.5%
Medicis Pharmaceutical Corp. (b)	507,300		7,051,470
Shire, Plc. (ADR) (b)	331,100		14,826,658
			21,878,128
Real Estate Management & Development—0.0%
FX Real Estate & Entertainment, Inc. (a) (b)	209,779		31,467
Semiconductors & Semiconductor Equipment—4.5%
Broadcom Corp. (a)	690,500		11,717,785
Lam Research Corp. (a) (b)	289,800		6,166,944
PMC-Sierra, Inc. (a) (b)	1,991,490		9,678,641
			27,563,370
Software—7.6%
Adobe Systems, Inc. (a)	490,440		10,441,468
Amdocs, Ltd. (a)	759,950		13,899,485
Ansys, Inc. (a)	154,600		4,311,794
Intuit, Inc. (a) (b)	496,500		11,811,735
Salesforce.com, Inc. (a) (b)	211,700		6,776,517
			47,240,999
Specialty Retail—4.7%
Bed Bath & Beyond, Inc. (a) (b)	251,600		6,395,672
GameStop Corp. (Class A) (a) (b)	507,500		10,992,450
The TJX Cos., Inc.	345,600		7,108,992
Urban Outfitters, Inc. (a)	321,600		4,817,568
			29,314,682
Textiles, Apparel & Luxury Goods—0.5%
Lululemon Athletica, Inc. (a) (b)	370,600		2,938,858
Wireless Telecommunication Services—1.0%
American Tower Corp. (Class A) (a)	217,327		6,372,028
Total Common Stock (Identified Cost $873,672,563)			589,773,900
Mutual Funds—1.0%
Exchange Traded Funds—1.0%
iShares Russell Midcap Growth Index Fund	201,400		6,307,848
Total Mutual Funds (Identified Cost $10,276,636)			6,307,848

Short Term Investments—20.9%
Security Description	Shares/Face Amount		Value*
Mutual Funds—17.0%
State Street Navigator Securities Lending Prime Portfolio (e)		105,303,762	$	105,303,762
Repurchase Agreement—3.9%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $23,804,013 on 01/02/09, collateralized by $24,010,000 Federal Home Loan Bank 2.730% due 06/10/09 with a value of $24,281,313.	$	23,804,000		23,804,000
Total Short Term Investments (Identified Cost $129,107,762)				129,107,762
Total Investments—117.2% (Identified Cost $1,013,056,961) (f)				725,189,510
Liabilities in excess of other assets				(106,374,286	)
Total Net Assets—100%			$	618,815,224

(a) Non-Income Producing.

(b) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $105,655,960 and the collateral received consisted of cash in the amount of $105,303,762. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(c) Zero Valued Security.

(d) Non-Income Producing; issuer filed under Chapter 11 of the Federal Bankruptcy Code.

(e) Represents investment of cash collateral received from securities lending transactions.

(f) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,022,435,919 and the composition of unrealized appreciation and depreciation of investment securities was $21,009,966 and $(318,256,375), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	701,385,510	$	0
Level 2 - Other Significant Observable Inputs		23,804,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	725,189,510	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	725,189,510
Cash				335
Receivable for:
Fund shares sold				194,427
Accrued interest and dividends				146,188
Foreign taxes				18
Total Assets				725,530,478
Liabilities
Payable for:
Securities purchased	$	312,747
Fund shares redeemed		670,448
Withholding taxes		1,490
Collateral for securities loaned		105,303,762
Due to custodian bank		2,898
Accrued expenses:
Management fees		366,674
Service and distribution fees		16,974
Other expenses		40,261
Total Liabilities				106,715,254
Net Assets			$	618,815,224
Net assets consists of:
Capital paid in			$	1,206,648,645
Undistributed net investment income				1,045,714
Accumulated net realized losses				(301,011,684	)
Unrealized depreciation on investments				(287,867,451	)
Net Assets			$	618,815,224
Computation of offering price:
Class A
Net asset value and redemption price per share ($457,840,230 divided by 29,193,478 shares outstanding)			$	15.68
Class B
Net asset value and redemption price per share ($32,045,568 divided by 2,150,663 shares outstanding)			$	14.90
Class D
Net asset value and redemption price per share ($117,943,945 divided by 7,587,364 shares outstanding)			$	15.54
Class E
Net asset value and redemption price per share ($10,985,481 divided by 707,494 shares outstanding)			$	15.53
(a) Identified cost of investments			$	1,013,056,961
(b) Includes cash collateral for securities loaned of			$	105,303,762

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	6,288,795	(a)
Interest					2,745,777	(b)
					9,034,572
Expenses
Management fees	$	7,197,439
Service and distribution fees—Class B		108,738
Service and distribution fees—Class D		201,694
Service and distribution fees—Class E		24,194
Directors’ fees and expenses		31,905
Custodian		88,600
Audit and tax services		31,946
Legal		16,516
Printing		248,204
Insurance		19,936
Miscellaneous		19,686
Total expenses		7,988,858
Expense reductions		(188,815	)		7,800,043
Net Investment Income					1,234,529
Realized and Unrealized Loss
Realized loss on:
Investments—net					(13,997,593	)
Change in unrealized depreciation on:
Investments—net					(530,783,936	)
Net loss					(544,781,529	)
Net Decrease in Net Assets From Operations				$	(543,547,000	)

(a) Net of foreign taxes of $26,351.

(b) Includes income on securities loaned of $2,120,507.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income (loss)	$	1,234,529		$	(3,366,482	)
Net realized gain (loss)		(13,997,593	)		137,208,639
Change in unrealized appreciation (depreciation)		(530,783,936	)		94,696,186
Increase (decrease) in net assets from operations		(543,547,000	)		228,538,343
Decrease in net assets from capital share transactions		(109,634,253	)		(145,603,986	)
Net increase (decrease) in net assets		(653,181,253	)		82,934,357
Net Assets
Beginning of the period		1,271,996,477			1,189,062,120
End of the period	$	618,815,224		$	1,271,996,477
Undistributed Net Investment Income
End of the period	$	1,045,714		$	0

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	1,083,815		$	23,861,568		2,125,807		$	56,726,170
Redemptions	(4,349,912	)		(102,062,908	)	(6,434,262	)		(170,180,611	)
Net decrease	(3,266,097	)	$	(78,201,340	)	(4,308,455	)	$	(113,454,441	)
Class B
Sales	1,231,192		$	26,842,935		1,107,249		$	28,952,558
Redemptions	(724,956	)		(15,061,146	)	(408,530	)		(10,419,375	)
Net increase	506,236		$	11,781,789		698,719		$	18,533,183
Class D
Sales	772,219		$	18,133,231		468,353		$	12,656,593
Redemptions	(2,567,742	)		(61,103,088	)	(2,438,024	)		(64,215,232	)
Net decrease	(1,795,523	)	$	(42,969,857	)	(1,969,671	)	$	(51,558,639	)
Class E
Sales	256,311		$	5,557,784		205,002		$	5,675,736
Redemptions	(253,021	)		(5,802,629	)	(186,065	)		(4,799,825	)
Net increase (decrease)	3,290		$	(244,845	)	18,937		$	875,911
Decrease derived from capital share transactions			$	(109,634,253	)			$	(145,603,986	)

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	28.89		$	23.96		$	22.45		$	20.28		$	17.95
Income From Investment Operations
Net investment income (loss)		0.04	(a)		(0.06	)(a)		(0.07	)		(0.07	)		(0.07	)
Net realized and unrealized gain (loss) of investments		(13.25	)		4.99			1.58			2.24			2.40
Total from investment operations		(13.21	)		4.93			1.51			2.17			2.33
Net Asset Value, End of Period	$	15.68		$	28.89		$	23.96		$	22.45		$	20.28
Total Return (%)		(45.7	)		20.6			6.7			10.7			13.0
Ratio of operating expenses to average net assets before expense reductions (%)		0.77			0.76			0.79			0.79			0.79
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.75			0.74			0.77			0.77			0.78
Ratio of net investment income (loss) to average net assets (%)		0.16			(0.24	)		(0.29	)		(0.33	)		(0.38	)
Portfolio turnover rate (%)		48			49			91			71			95
Net assets, end of period (000)	$	457,840		$	937,655		$	880,965		$	938,550		$	954,736

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004(c)
Net Asset Value, Beginning of Period	$	27.51		$	22.88		$	21.49		$	19.46		$	18.12
Income From Investment Operations
Net investment loss		(0.02	)(a)		(0.12	)(a)		(0.09	)		(0.08	)		(0.03	)
Net realized and unrealized gain (loss) of investments		(12.59	)		4.75			1.48			2.11			1.37
Total from investment operations		(12.61	)		4.63			1.39			2.03			1.34
Net Asset Value, End of Period	$	14.90		$	27.51		$	22.88		$	21.49		$	19.46
Total Return (%)		(45.8	)		20.2			6.5			10.4			7.4	(d)
Ratio of operating expenses to average net assets before expense reductions (%)		1.02			1.01			1.04			1.04			1.04	(e)
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.00			0.99			1.02			1.01			1.03	(e)
Ratio of net investment loss to average net assets (%)		(0.11	)		(0.48	)		(0.53	)		(0.56	)		(0.56	)(e)
Portfolio turnover rate (%)		48			49			91			71			95
Net assets, end of period (000)	$	32,046		$	45,243		$	21,634		$	11,761		$	4,165

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Financial Highlights

	Class D
	Year ended December 31,
	2008			2007			2006(c)
Net Asset Value, Beginning of Period	$	28.66		$	23.80		$	24.12
Income From Investment Operations
Net investment income (loss)		0.01	(a)		(0.09	)(a)		(0.06	)
Net realized and unrealized gain (loss) of investments		(13.13	)		4.95			(0.26	)
Total from investment operations		(13.12	)		4.86			(0.32	)
Net Asset Value, End of Period	$	15.54		$	28.66		$	23.80
Total Return (%)		(45.7	)		20.4			(1.3	)(d)
Ratio of operating expenses to average net assets before expense reductions (%)		0.87			0.86			0.89	(e)
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.85			0.84			0.87	(e)
Ratio of net investment income (loss) to average net assets (%)		0.06			(0.34	)		(0.36	)(e)
Portfolio turnover rate (%)		48			49			91
Net assets, end of period (000)	$	117,944		$	268,928		$	270,158

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	28.64		$	23.79		$	22.33		$	20.20		$	17.90
Income from Investment Operations
Net investment income (loss)		0.00	(a)(f)		(0.10	)(a)		(0.12	)		(0.11	)		(0.09	)
Net realized and unrealized gain (loss) of investments		(13.11	)		4.95			1.58			2.24			2.39
Total from investment operations		(13.11	)		4.85			1.46			2.13			2.30
Net Asset Value, End of Period	$	15.53		$	28.64		$	23.79		$	22.33		$	20.20
Total Return (%)		(45.8	)		20.4			6.5			10.5			12.8
Ratio of operating expenses to average net assets before expense reductions (%)		0.92			0.91			0.94			0.94			0.94
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.90			0.89			0.92			0.92			0.93
Ratio of net investment income (loss) to average net assets (%)		0.00	(g)		(0.39	)		(0.44	)		(0.48	)		(0.52	)
Portfolio turnover rate (%)		48			49			91			71			95
Net assets, end of period (000)	$	10,985		$	20,171		$	16,305		$	17,653		$	17,893

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) Commencement of operations was April 26, 2004 and May 2, 2006 for Classes B and D, respectively.

(d) Periods less than one year are not computed on an annualized basis.

(e) Computed on an annualized basis.

(f) Net investment income was less than $0.01 per share.

(g) Ratio of net investment income to average net assets was less than 0.01%.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The BlackRock Aggressive Growth Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B, Class D and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B, Class D and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

MSF-12

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

MSF-13

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income

MSF-14

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had capital loss carryforwards as follows:

Expiring 12/31/09		Expiring 12/31/10		Total
$	227,327,608	$	20,631,133	$	247,958,741

The utilization of the capital loss carryforward acquired as part of a merger may be limited under section 382 of the Code.

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	1,045,714	$	—	$	(297,246,409	)	$	(247,958,741	)	$	(544,159,436	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(43,673,987	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	469,175,067	$	0	$	571,997,195

MSF-15

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$7,197,439	0.750%	Of the first $500 million
	0.700%	Of the next $500 million
	0.650%	On amounts in excess of $1 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, D and E shares. Under the Distribution and Service Plan, the Class B, D and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, D and E shares. The fees under the Distribution and Service Plan for each applicable class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares, 0.10% per year for Class D shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global

MSF-16

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the BlackRock Aggressive Growth Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the BlackRock Aggressive Growth Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

BlackRock Aggressive Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. BlackRock Bond Income Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the BlackRock Bond Income Portfolio returned -3.4%, compared to its benchmark, the Barclays Capital U.S. Aggregate Bond Index ¹, which returned 5.2%. The average return of its peer group, the Lipper Variable Insurance Products² Corporate Debt A Rated Funds Universe, was -5.2% over the same period.

PORTFOLIO REVIEW

Unprecedented events of the past 12 months included the failures of several prominent U.S. financial institutions; the U.S. government’s provision of credit assistance to Fannie Mae and Freddie Mac (the government-sponsored enterprises representing a large portion of the U.S. residential mortgage market); the reorganization of Wall Street’s remaining investment banks, Goldman Sachs and Morgan Stanley, as bank holding companies; and the passing of a $700 billion Troubled Asset Relief Program (TARP) bill by the U.S. Congress. Due to the abundance of negative financial news, fixed income markets continued to be heavily affected by the flight-to-quality trade in which investors have been fleeing credit-related securities in favor of Treasury bonds. Housing market turmoil, severe liquidity issues and global financial market contagion all contributed to the re-emergence of overall volatility, with spreads between U.S. Treasury securities and all major sectors widening dramatically, and in most cases, to record levels. Over the 12 months, the yield on the 10-year Treasury note fell from 4.03% to 2.21%, as prices correspondingly rose.

The Federal Open Market Committee (FOMC) was very active throughout the period, lowering the federal funds target rate by 250 basis points (2.50%) between December 2007 and April 2008. The central bank remained on hold until early October, when, in a rare move coordinated with five other global central banks, it cut interest rates by 50 basis points to stave off worldwide economic damage from the intensifying financial market turmoil. The FOMC followed with an additional 50 basis point cut on October 29, and then finally reduced the target federal funds rate to a range of 0% to 0.25% on December 16. The committee anticipates that weak economic conditions are likely to warrant exceptionally low levels of the federal funds rate for some time. In its statement, the FOMC said its focus “will be to support the functioning of financial markets and stimulate the economy through open market operations and other measures that sustain the size of the Federal Reserve’s balance sheet at a high level.”

During the year, the BlackRock Bond Income Portfolio traded duration and yield curve positioning tactically, ending the period with a neutral duration and a slight yield curve steepener. Overall, the Portfolio’s duration and yield curve positioning trades benefited performance for the 12-month period. Over the course of the year, while Treasury bonds rallied (+13.7% in 2008), high-quality spread assets—particularly non-agency mortgage-backed securities (MBS), commercial mortgage-backed securities (CMBS) and asset-backed securities (ABS)—were under extreme pressure, most notably during the second half of the year. During 2008, the CMBS sector lost 20.5% and the ABS sector fell 12.7% (as reported by the Barclay’s Capital U.S. Aggregate Bond Index). There is no index that tracks non-agency MBS, but non-agency paper generally fell more than 30%. Corporate bonds were also volatile, posting losses of 4.9% for the year, with the financials sub-sector alone falling 8.4%. The markets began showing some signs of stabilizing from late November through year-end. In December alone, the CMBS sector was up 17%, corporates gained 6.8% and agency MBS rose 1.7%. However, while the year ended with a better tone, the Portfolio’s broad overweights in these high-quality spread sectors, combined with an underweight in Treasuries, detracted from performance for the period. While our exposure to the aforementioned spread sectors (non-agency MBS, CMBS, ABS) detracted from performance, our security selection proved beneficial, with our focus on the highest quality issues within the CMBS and ABS sectors helping us outperform the respective sector averages. The Portfolio remains underweight in U.S. Treasury and agency debt in favor of high-quality spread sectors. As a result, we maintained core holdings in agency and non-agency MBS, AAA-rated CMBS and ABS. During the period, as spreads on credit approached historically wide levels, we began to look for opportunities in both the new issue and secondary markets, bringing our credit allocation closer to neutral versus the benchmark.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ Barclays Capital U.S. Aggregate Bond Index (formerly, Lehman Brothers U.S. Aggregate Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

A $10,000 INVESTMENT COMPARED TO THE BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX

Average Annual Returns as of December 31, 2008

	BlackRock Bond Income Portfolio						Barclays Capital U.S. Aggregate Bond Index
	Class A		Class B		Class E
1 Year	-3.4	%	-3.7	%	-3.6	%	5.2	%
5 Year	2.8		2.5		2.6		4.7
10 Year	4.4		—		—		5.6
Since Inception	—		4.1		3.8		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 8/26/83, 5/1/01 and 4/23/02, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Federal National Mortgage Association	35.2%
Federal Home Loan Mortgage Corp.	20.7%
Government National Mortgage Association	10.5%
LB-UBS Commercial Mortgage Trust	2.8%
General Electric Capital Corp.	2.0%
Banc of America Commercial Mortgage, Inc.	1.9%
JPMorgan Chase Commercial Mortgage Securities	1.7%
GMAC Commercial Mortgage Securities, Inc.	1.6%
First Union National Bank Commercial Mortgage Trust	1.4%
Federal Home Loan Bank	1.3%

Top Sectors

	% of Fixed Income Market Value
Mortgages	51.7%
Investment Grade Corporates	21.5%
Commercial Mortgage-Backed	17.4%
Asset Backed	3.4%
Other	2.9%
Agency Issues	2.2%
High Yield	0.9%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
BlackRock Bond Income—Class A(a)	Actual	0.41	%	$	1,000.00	$	968.20	$	2.03
	Hypothetical	0.41	%	$	1,000.00	$	1,023.05	$	2.08
BlackRock Bond Income—Class B(a)	Actual	0.66	%	$	1,000.00	$	966.95	$	3.26
	Hypothetical	0.66	%	$	1,000.00	$	1,021.78	$	3.35
BlackRock Bond Income—Class E(a)	Actual	0.56	%	$	1,000.00	$	967.49	$	2.77
	Hypothetical	0.56	%	$	1,000.00	$	1,022.29	$	2.85

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—120.1% of Total Net Assets

Security Description	Face Amount		Value*
Aerospace & Defense—0.2%
L-3 Communications Corp. 5.875%, 01/15/15	$	370,000	$	333,000
6.375%, 10/15/15 (a)		650,000		607,750
Northrop Grumman Systems Corp. 7.125%, 02/15/11		1,000,000		1,039,764
				1,980,514
Asset Backed—3.4%
ARES CLO Funds (144A) 4.819%, 02/26/16 (b)		1,600,000		254,464
Centex Home Equity 3.445%, 12/25/32 (b)		625,393		74,451
Chase Funding Mortgage Loan Asset-Backed Certificates 5.833%, 04/25/32 (b)		1,320,517		1,147,549
Chase Issuance Trust 4.230%, 01/15/13 (b)		2,115,000		2,045,545
5.120%, 10/15/14		10,100,000		9,369,666
Chase Manhattan Auto Owner Trust 5.340%, 07/15/10		2,446,406		2,441,821
Countrywide Asset-Backed Certificates 1.545%, 07/25/36 (b)		7,577,512		5,381,309
Knollwood CDO, Ltd. (144A) 7.489%, 02/08/39 (b) (c) (g)		604,726		0
Merrill Lynch First Franklin Mortgage Loan Trust 1.515%, 04/25/37 (b)		2,879,039		2,511,469
Option One Mortgage Loan Trust 2.520%, 01/25/33 (b)		339,243		216,650
SLM Student Loan Trust 4.635%, 10/25/16 (b)		970,000		907,708
4.835%, 01/25/28 (b)		3,620,000		3,209,358
5.235%, 07/25/23 (b)		9,750,000		8,036,135
Structured Asset Investment Loan Trust 4.320%, 04/25/33 (b)		59,325		10,307
Wachovia Auto Owner Trust 5.380%, 03/20/13		8,900,000		8,035,509
				43,641,941
Capital Markets—1.6%
Credit Suisse USA, Inc. 3.875%, 01/15/09 (a)		3,600,000		3,599,575
6.125%, 11/15/11		1,600,000		1,616,066
Lehman Brothers Holdings, Inc. 4.800%, 03/13/14 (d)		3,700,000		351,500
6.750%, 12/28/17 (d)		4,775,000		477
7.000%, 09/27/27 (d)		3,350,000		318,250
Morgan Stanley 4.570%, 01/09/12 (b)		2,140,000		1,688,486
5.050%, 01/21/11		6,800,000		6,531,359
5.625%, 01/09/12		1,290,000		1,223,316
6.250%, 08/28/17		3,840,000		3,271,246
The Bear Stearns Cos., LLC 4.903%, 07/19/10 (b)		2,040,000		1,974,212
				20,574,487

Security Description	Face Amount		Value*
Collateralized-Mortgage Obligation—7.3%
American Home Mortgage Assets 1.585%, 11/25/36 (b)	$	1,546,222	$	640,167
Banc of America Alternative Loan Trust 5.500%, 10/25/35		8,498,472		7,207,998
Bear Stearns Adjustable Rate Mortgage Trust 5.471%, 11/25/34 (b)		3,351,794		2,268,209
5.523%, 02/25/47 (b)		1,931,677		992,195
Citicorp Mortgage Securities, Inc. 6.000%, 10/25/36		5,850,285		5,525,941
Citigroup Mortgage Loan Trust, Inc. 5.739%, 03/25/37 (b)		11,471,105		5,910,992
CitiMortgage Alternative Loan Trust 6.000%, 10/25/37		9,815,217		4,705,170
Countrywide Alternative Loan Trust 0.698%, 03/20/47 (b)		4,313,502		1,767,527
1.485%, 11/25/36 (b)		1,330,612		1,159,392
3.439%, 08/25/46 (b)		1,618,213		697,178
5.500%, 11/25/35		4,593,351		2,273,709
5.500%, 04/25/37		4,653,251		2,757,119
Countrywide Home Loan Mortgage Pass Through Trust 1.595%, 04/25/46 (b)		1,917,286		750,743
6.500%, 10/25/37		5,677,906		3,852,107
Credit Suisse Mortgage Capital Certificates 6.000%, 10/25/21		2,491,849		1,463,961
6.000%, 02/25/37		4,142,341		2,688,374
Deutsche ALT-A Securities, Inc. Alternate Loan Trust 1.595%, 02/25/47 (b)		2,197,495		891,903
1.795%, 04/25/35 (b)		2,549,309		1,199,040
GSR Mortgage Loan Trust 1.585%, 08/25/46 (b)		4,542,854		2,207,633
5.246%, 11/25/35 (b)		4,919,162		3,659,620
6.000%, 07/25/37		5,951,199		4,043,096
Harborview Mortgage Loan Trust 0.751%, 12/19/36 (b)		8,653,695		3,434,584
0.791%, 11/19/36 (b)		6,635,195		2,853,701
0.891%, 11/19/35 (b)		3,117,904		1,420,462
0.911%, 09/19/35 (b)		496,235		230,077
IndyMac INDA Mortgage Loan Trust 5.917%, 09/25/36 (b)		3,224,859		1,748,220
JPMorgan Mortgage Trust 5.433%, 08/25/35 (b)		3,129,526		2,509,446
5.500%, 03/25/22		1,040,174		706,994
5.875%, 07/25/36		1,200,682		885,503
6.500%, 08/25/36		6,045,879		4,439,752
Merrill Lynch Mortgage Investors, Inc. 5.827%, 05/25/36 (b)		6,735,809		3,348,443
Structured Adjustable Rate Mortgage Loan Trust 5.710%, 04/25/37 (b)		3,611,329		1,746,853
WaMu Mortgage Pass-Through Certificates 3.229%, 06/25/47 (b)		3,734,971		1,638,232
3.249%, 05/25/47 (b)		2,159,434		952,052
4.562%, 06/25/33		627,910		363,716
4.920%, 08/25/35 (b)		3,539,532		2,076,241

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Collateralized-Mortgage Obligation—(Continued)
Wells Fargo Mortgage Backed Securities Trust 5.500%, 03/25/36	$	3,800,028	$	3,319,214
5.776%, 04/25/36 (b)		2,903,000		1,661,015
6.000%, 08/25/36		3,887,153		3,219,202
6.100%, 09/25/36 (b)		3,167,314		2,029,878
				95,245,659
Commercial Banks—3.0%
Barclays Bank, Plc. (144A) 5.926%, 12/31/49		2,540,000		934,014
7.434%, 09/29/49 (b)		3,755,000		1,898,453
HSBC Bank USA, N.A. 5.875%, 11/01/34		2,300,000		2,239,220
Royal Bank of Scotland Group, Plc. 5.050%, 01/08/15		2,300,000		1,952,256
Royal Bank of Scotland Group, Plc. (144A) 6.990%, 10/29/49 (b)		4,650,000		2,174,042
U.S. Bank, N.A. 4.950%, 10/30/14		2,300,000		2,326,574
UBS AG (Stamford Branch) 5.750%, 04/25/18		5,400,000		4,901,013
5.875%, 12/20/17		7,760,000		7,128,685
Wachovia Bank, N.A. 6.600%, 01/15/38		3,770,000		4,090,103
Wachovia Corp. 7.980%, 12/31/49 (b)		8,675,000		7,394,570
Wells Fargo & Co. 4.625%, 08/09/10		2,765,000		2,777,714
4.875%, 01/12/11		940,000		940,036
				38,756,680
Commercial Mortgage-Backed Securities—17.6%
Banc of America Commercial Mortgage, Inc. 4.621%, 07/10/43		5,225,000		4,236,608
4.870%, 12/10/42 (b)		8,450,000		4,016,136
5.356%, 12/10/16		8,305,000		6,346,380
6.186%, 06/11/35		5,530,000		5,294,961
7.333%, 10/15/09		5,307,183		5,292,267
Bear Stearns Commercial Mortgage Securities 4.361%, 06/11/41		2,699,473		2,659,631
5.694%, 06/11/50 (b)		7,350,000		5,472,685
5.742%, 09/11/42 (b)		8,775,000		6,854,407
Chase Commerical Mortgage Securities Corp. 7.319%, 10/15/32		2,104,253		2,094,034
Citigroup Commercial Mortgage Trust 5.431%, 10/15/49		1,885,000		1,477,531
5.700%, 06/10/17 (b)		3,975,000		1,820,645
Citigroup/Deutsche Bank Commercial Mortgage Trust 5.886%, 11/15/44		4,050,000		3,054,069
Commercial Mortgage Pass Through Certificates 5.167%, 06/10/44 (b)		7,050,000		5,749,691
5.816%, 12/10/49 (b)		11,120,000		8,431,905

Security Description	Face Amount		Value*
Commercial Mortgage-Backed Securities—(Continued)
CS First Boston Mortgage Securities Corp. 3.936%, 05/15/38 (b)	$	10,000,000	$	8,506,347
4.889%, 11/15/37 (b)		2,220,000		1,044,360
4.940%, 12/15/35		7,295,000		6,563,159
DLJ Commercial Mortgage Corp. 7.180%, 11/10/33		5,817,337		5,793,603
First Union National Bank Commercial Mortgage Trust 7.390%, 12/15/31		8,796,111		8,777,047
First Union National Bank Commercial Mortgage Trust (144A) 7.793%, 12/15/31 (b)		9,412,000		9,120,396
GE Capital Commercial Mortgage Corp. 4.578%, 06/10/48		5,200,000		4,349,521
GMAC Commercial Mortgage Securities, Inc. 5.134%, 08/10/38 (b)		3,000,000		2,674,178
6.465%, 04/15/34		6,242,942		6,102,767
6.957%, 09/15/35		7,241,655		7,166,620
7.455%, 08/16/33		4,436,158		4,427,048
JPMorgan Chase Commercial Mortgage Securities Corp. 4.922%, 01/15/42 (b)		8,600,000		4,055,396
4.996%, 08/15/42 (b)		2,300,000		1,596,839
4.999%, 10/15/42 (b)		2,580,000		1,515,019
5.804%, 06/15/49 (b)		3,825,000		2,923,926
5.827%, 02/15/51 (b)		3,125,000		2,436,503
5.857%, 10/12/35		5,710,000		5,450,343
JPMorgan Chase Commercial Mortgage Securities Corp. (144A) 4.158%, 01/12/39		4,572,127		3,758,480
LB-UBS Commercial Mortgage Trust 4.071%, 09/15/26		2,541,781		2,430,923
4.559%, 07/17/12 (b)		4,075,000		3,849,728
4.806%, 02/15/40 (b)		3,600,000		1,655,782
5.205%, 04/15/30 (b)		3,575,000		1,656,025
5.430%, 02/17/40 (b)		16,920,000		12,160,478
5.642%, 12/15/25		1,805,823		1,759,954
5.866%, 09/15/45		8,820,000		6,240,979
7.950%, 05/15/25 (b)		5,246,562		5,269,239
LB-UBS Commercial Mortgage Trust (144A) 6.155%, 07/14/16		1,635,196		1,606,771
Morgan Stanley Capital I 5.632%, 04/12/49 (b)		1,390,000		1,045,774
5.650%, 06/11/42 (b)		10,415,000		7,950,437
5.693%, 10/15/42		2,695,000		2,312,504
Nomura Asset Securities Corp. 6.590%, 03/15/30		187,712		187,451
Salomon Brothers Mortgage Securities VII, Inc. 6.499%, 10/13/11		5,474,216		5,317,517
6.592%, 12/18/33		5,603,928		5,501,172
TIAA Seasoned Commercial Mortgage Trust 6.086%, 08/15/39 (b)		3,755,000		3,233,898
Wachovia Bank Commercial Mortgage Trust 4.935%, 04/15/42		4,950,000		4,007,031
5.740%, 05/15/43 (b)		9,000,000		7,112,248
5.902%, 02/15/51 (b)		4,300,000		3,107,503

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Commercial Mortgage-Backed Securities—(Continued)
WaMu Commercial Mortgage Securities Trust (144A) 5.150%, 05/25/36	$	4,131,671	$	3,994,606
				229,462,522
Computers & Peripherals—0.5%
International Business Machines Corp. 7.625%, 10/15/18		5,200,000		6,235,814
Consumer Finance—0.5%
SLM Corp. 3.695%, 07/26/10 (b)		5,145,000		4,391,160
5.400%, 10/25/11		2,470,000		1,868,392
				6,259,552
Diversified Financial Services—7.3%
AES Ironwood, LLC 8.857%, 11/30/25		169,040		147,065
AES Red Oak, LLC 9.200%, 11/30/29		85,000		73,100
Anadarko Finance Co. 6.750%, 05/01/11 (a)		1,900,000		1,900,680
Atlantic Marine Corps Communities, LLC (144A) 5.343%, 12/01/50		150,000		98,391
BA Master Credit Card Trust 7.000%, 02/15/12		1,125,000		1,128,471
Bank of America Corp. 5.375%, 06/15/14		3,100,000		3,038,499
5.650%, 05/01/18		1,285,000		1,292,625
5.750%, 12/01/17 (a)		1,020,000		1,018,410
6.000%, 09/01/17 (a)		2,550,000		2,589,836
8.000%, 12/29/49 (b)		4,470,000		3,215,217
8.125%, 12/29/49 (b)		2,525,000		1,888,700
Bank of America, N.A. 6.100%, 06/15/17		1,200,000		1,183,224
Belvoir Land, LLC (144A) 5.270%, 12/15/47		900,000		575,199
Berkshire Hathaway Finance Corp. 4.750%, 05/15/12		2,100,000		2,155,707
Citigroup Capital XXI 8.300%, 12/21/57 (b)		1,890,000		1,457,638
Citigroup, Inc. 5.300%, 10/17/12 (a)		7,375,000		7,107,479
Credit Suisse Guernsey, Ltd. 5.860%, 05/29/49 (b)		5,320,000		2,483,020
Daimler Finance North America, LLC 7.300%, 01/15/12		3,800,000		3,284,644
Devon Financing Corp. 6.875%, 09/30/11		2,800,000		2,825,651
Gaz Capital S.A. (144A) 7.288%, 08/16/37		2,710,000		1,598,900
General Electric Capital Corp. 5.000%, 11/15/11		16,940,000		17,167,165
5.000%, 04/10/12 (f)		2,135,000		2,116,231

Security Description	Face Amount		Value*
Diversified Financial Services—(Continued)
General Electric Capital Corp. 6.150%, 08/01/37 (f)	$	4,310,000	$	4,321,275
6.375%, 11/15/67 (a) (b)		3,875,000		2,435,705
GlaxoSmithKline Capital, Inc. 4.850%, 05/15/13		3,475,000		3,485,623
Goldman Sachs Capital II 5.793%, 12/29/49 (b)		2,435,000		936,070
Icahn Enterprises, L.P. 8.125%, 06/01/12		225,000		173,250
Irwin Land, LLC (144A) 5.400%, 12/15/47		1,650,000		1,063,145
JPMorgan Chase & Co. 7.900%, 12/31/49 (b)		4,775,000		3,971,988
JPMorgan Chase Bank, N.A. 6.000%, 07/05/17		6,325,000		6,379,382
JPMorgan Chase Capital XXV 6.800%, 10/01/37		7,435,000		6,850,497
Petrobras International Finance Co. 5.875%, 03/01/18		1,295,000		1,164,205
Rabobank Capital Funding Trust (144A) 5.254%, 12/29/49 (b)		1,000,000		548,273
Sprint Capital Corp. 8.375%, 03/15/12		200,000		160,000
Telecom Italia Capital S.A. 4.000%, 01/15/10 (a)		2,000,000		1,840,000
5.250%, 11/15/13		850,000		648,125
5.250%, 10/01/15		1,100,000		837,375
Wind Acquisition Finance S.A. (144A) 10.750%, 12/01/15		475,000		408,500
ZFS Finance USA Trust I (144A) 6.500%, 05/09/37 (b)		2,130,000		873,300
				94,442,565
Diversified Telecommunication Services—1.5%
AT&T, Inc. 6.500%, 09/01/37 (a)		7,275,000		7,835,102
Cincinnati Bell, Inc. 7.250%, 07/15/13 (a)		80,000		70,400
Qwest Communications International, Inc. 7.500%, 02/15/14		810,000		579,150
Qwest Communications International, Inc. (Series B) 7.500%, 02/15/14 (a)		350,000		250,250
Qwest Corp. 5.246%, 06/15/13 (b)		415,000		309,175
Verizon Communications, Inc. 8.750%, 11/01/18		8,150,000		9,561,760
Windstream Corp. 8.125%, 08/01/13		1,030,000		947,600
8.625%, 08/01/16		305,000		269,925
				19,823,362
Electric Utilities—1.0%
Elwood Energy, LLC 8.159%, 07/05/26		206,571		140,047

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Electric Utilities—(Continued)
Florida Power & Light Co. 5.625%, 04/01/34	$	475,000	$	504,051
5.950%, 02/01/38 (a)		1,330,000		1,481,421
Florida Power Corp. 6.400%, 06/15/38		2,850,000		3,182,709
MidAmerican Energy Holdings Co. 5.950%, 05/15/37		1,650,000		1,496,142
6.500%, 09/15/37		1,900,000		1,854,676
PECO Energy Co. 4.750%, 10/01/12		947,000		921,767
Southern California Edison Co. 5.950%, 02/01/38		1,100,000		1,225,235
Texas Competitive Electric Holdings Co., LLC (144A) 10.500%, 11/01/15 (b)		3,130,000		2,222,300
				13,028,348
Energy Equipment & Services—0.2%
Kinder Morgan Energy Partners, L.P. 5.125%, 11/15/14		1,000,000		871,197
Tennessee Gas Pipeline Co. 7.000%, 10/15/28 (a)		500,000		382,568
Transocean, Ltd. 6.000%, 03/15/18		680,000		619,345
6.800%, 03/15/38		865,000		771,534
				2,644,644
Federal Agencies—66.4%
Federal Home Loan Bank 5.625%, 06/11/21		14,865,000		17,128,271
Federal Home Loan Mortgage Corp. 4.500%, TBA		15,000,000		15,332,820
4.500%, TBA		3,200,000		3,242,000
4.769%, 03/01/35 (b)		8,492,147		8,541,229
5.000%, 02/01/36		880,574		901,112
5.000%, TBA		65,700,000		67,185,312
5.297%, 07/01/38 (b)		9,724,477		9,893,939
5.304%, 08/01/38 (b)		7,313,203		7,442,757
5.355%, 10/15/33 (b)		77,917,405		6,985,591
5.500%, 09/01/21		42,244,211		43,570,566
5.500%, 07/01/33		4,295,705		4,416,208
5.500%, TBA		53,800,000		55,060,964
5.674%, 01/01/37 (b)		6,485,321		6,619,730
6.000%, 03/15/29		5,111,080		5,228,655
6.000%, 09/01/38		7,111,726		7,333,160
6.000%, TBA		9,500,000		9,806,500
9.000%, 12/01/09		798		800
Federal National Mortgage Association 4.000%, TBA		15,900,000		15,943,215
4.500%, 02/01/35		992,061		1,007,280
4.500%, 03/01/35		676,511		686,889
4.500%, 09/01/35		67,017		68,045
4.500%, 07/01/36		7,191,323		7,306,139
4.500%, TBA		33,600,000		34,032,147
4.961%, 06/01/38 (b)		8,065,891		8,192,946

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 5.000%, 06/01/23	$	1,966,411	$	2,016,627
5.000%, 12/01/32		288,537		295,627
5.000%, 06/01/33		14,676,747		15,023,652
5.000%, 07/01/33		4,369,776		4,473,062
5.000%, 08/01/33		23,043,619		23,588,285
5.000%, 09/01/33		2,308,204		2,362,761
5.000%, 10/01/33		3,766,901		3,855,937
5.000%, 12/01/33		822,976		842,428
5.000%, 04/01/34		16,505,988		16,885,814
5.000%, 04/25/35		2,321,021		2,383,109
5.000%, 07/01/35		363,920		372,067
5.000%, 09/01/35		1,362,636		1,394,844
5.000%, 12/01/35		3,364,125		3,439,436
5.000%, 02/01/36		11,651,777		11,912,618
5.000%, 05/01/36		7,620,654		7,791,252
5.000%, 07/01/36 (e)		15,058,512		1,443,024
5.000%, 07/01/37		1,460,604		1,495,127
5.052%, 07/01/38 (b)		7,878,666		8,003,612
5.125%, 01/02/14		7,600,000		8,031,376
5.250%, 08/01/12 (a)		3,100,000		3,267,462
5.500%, 04/01/17		113,293		117,293
5.500%, 05/01/19		25,460,875		26,359,736
5.500%, 08/01/19		13,374		13,821
5.500%, 03/01/20		388,134		400,745
5.500%, 05/01/20		109,779		113,346
5.500%, 06/01/20		1,284,993		1,330,358
5.500%, 10/01/20		329,845		340,562
5.500%, 02/01/21		89,491		92,399
5.500%, 03/01/21		573,773		591,967
5.500%, 01/01/24		1,112,652		1,144,677
5.500%, 06/25/28		1,668,470		1,705,751
5.500%, 05/01/34		64,125,055		65,891,226
5.500%, 11/01/34		4,014,727		4,122,794
5.500%, 06/01/35		2,486,928		2,552,316
5.500%, 08/01/35		6,608,542		6,783,759
5.500%, 11/01/35		1,811,950		1,859,591
5.500%, 11/01/35 (e)		7,586,774		818,864
5.500%, 12/01/35		10,968,320		11,256,706
5.500%, 01/25/36 (e)		6,908,448		731,021
5.500%, 06/01/36		77,708		79,752
5.500%, 07/01/36		1,723,818		1,769,142
5.500%, 12/01/36 (b)		28,118,345		28,857,650
5.500%, 04/01/37		19,002,097		19,500,643
5.500%, 08/01/37		1,522,937		1,562,893
5.500%, 11/01/37		1,910,608		1,960,735
5.500%, 12/01/37		1,893,184		1,942,855
5.500%, 02/01/38		953,665		978,591
5.500%, 03/01/38		1,545,558		1,585,953
5.500%, 07/01/38		1,015,340		1,041,877
5.500%, 09/01/38		4,735,775		4,859,550
6.000%, 04/01/16		512,464		540,239
6.000%, 03/25/27		5,684,021		5,810,862
6.000%, 02/01/34		2,599,693		2,684,700
6.000%, 08/01/34		2,167,927		2,238,816
6.000%, 04/01/35		13,317,665		13,761,461

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 6.000%, 08/01/35	$	432,070	$	446,639
6.000%, 01/01/36		133,016		137,095
6.000%, 05/01/36		91,596		94,405
6.000%, 06/01/36		7,231,338		7,453,106
6.000%, 11/01/36		3,263,163		3,363,236
6.000%, 12/01/36		3,116,290		3,211,859
6.000%, 06/01/37		407,307		419,776
6.000%, 08/01/37		148,400		152,943
6.000%, 09/01/37		2,421,037		2,457,823
6.000%, 10/01/37		7,211,421		7,432,172
6.000%, 03/01/38		5,523,410		5,692,496
6.000%, 06/01/38		6,355,501		6,549,416
6.000%, 08/01/38		1,182,610		1,218,693
6.000%, 09/01/38		6,214,695		6,404,314
6.500%, 11/01/27		167,572		175,479
6.500%, 12/01/29 (b)		1,097,604		1,149,397
6.500%, TBA		1,700,000		1,765,345
7.000%, 04/01/37		5,986,028		6,303,026
7.500%, 11/01/37		1,804,735		1,894,351
9.000%, 04/01/16		78		79
Government National Mortgage Association 5.000%, 10/20/33		7,323,794		7,520,149
5.500%, 04/15/33		345,488		357,065
5.500%, TBA		20,400,000		20,932,313
5.500%, TBA		29,800,000		30,461,322
6.000%, 09/20/33		1,078,402		1,113,200
6.000%, 10/20/33		1,782,393		1,844,543
6.000%, 11/20/33		2,434,894		2,513,463
6.000%, TBA		34,800,000		35,786,482
6.500%, 07/15/28		98,194		103,210
6.500%, 05/15/29		185,673		195,737
6.500%, 12/15/29		3,705		3,906
6.500%, 07/15/32		49,147		51,658
6.500%, 10/15/32		951,168		1,003,115
6.500%, 11/15/32		334,583		352,853
6.500%, 02/15/33		1,478,964		1,553,858
6.500%, 04/15/33		262,694		274,143
6.500%, 06/15/34		965,986		1,018,758
6.500%, 08/15/34		7,518,196		7,878,161
6.500%, 09/15/34		17,211		17,950
6.500%, 02/15/35		10,663,843		11,170,823
6.500%, 07/15/35		289,727		301,902
6.500%, 12/15/35		8,210,674		8,598,386
6.500%, TBA		2,900,000		3,000,601
7.500%, 12/15/14		206,828		218,830
8.000%, 11/15/29		31,773		33,898
8.500%, 01/15/17		10,393		11,111
8.500%, 02/15/17		3,731		3,989
8.500%, 03/15/17		7,840		8,382
8.500%, 05/15/17		11,307		12,088
8.500%, 10/15/21		1,348		1,440
8.500%, 11/15/21		4,129		4,413
8.500%, 05/15/22		3,229		3,450
9.000%, 10/15/16		6,798		7,267
				862,887,162

Security Description	Face Amount		Value*
Food & Staples Retailing—0.1%
Delhaize America, Inc. 9.000%, 04/15/31	$	1,000,000	$	1,011,321
Food Products—0.5%
Kraft Foods, Inc. 6.125%, 02/01/18		4,245,000		4,159,663
6.500%, 08/11/17 (b)		2,855,000		2,869,680
				7,029,343
Foreign Government—4.2%
Emirate of Abu Dhabi (144A) 5.500%, 08/02/12		11,600,000		12,834,240
Federal Republic of Germany 4.000%, 01/04/37 (EUR)		870,000		1,295,738
4.250%, 07/04/39 (EUR)		2,100,000		3,315,284
Israel Government AID Bond 5.500%, 12/04/23		4,725,000		5,852,810
Japan Government 1.000%, 11/20/21 (JPY) (b)		1,287,000,000		13,940,489
U.K. Treasury Bond 4.250%, 12/07/49 (GBP)		2,055,000		3,225,660
United Mexican States 7.250%, 12/15/16 (MXN)		41,000,000		2,837,152
10.000%, 12/05/24 (MXN)		137,180,000		11,378,753
				54,680,126
Health Care Providers & Services—0.1%
WellPoint, Inc. 5.950%, 12/15/34		1,750,000		1,453,844
Hotels, Restaurants & Leisure—0.0%
Harrah’s Operating Co., Inc. (144A) 10.000%, 12/15/18		621,000		226,665
10.750%, 02/01/18		2,515,000		326,950
				553,615
Independent Power Producers & Energy Traders—0.0%
NRG Energy, Inc. 7.375%, 02/01/16		275,000		255,750
Insurance—0.6%
American International Group, Inc. (144A) 8.175%, 05/15/58		5,800,000		2,256,345
Chubb Corp. 6.375%, 03/29/67 (b)		2,775,000		1,721,033
Lincoln National Corp. 7.000%, 05/17/66 (b)		1,735,000		728,700
The Progressive Corp. 6.700%, 06/15/37 (b)		2,640,000		1,297,779
The Travelers Cos., Inc. 6.250%, 03/15/67 (b)		3,075,000		2,014,239
				8,018,096

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Media—1.7%
Comcast Cable Communications Holdings, Inc. 8.375%, 03/15/13 (a)	$	1,330,000	$	1,375,917
Comcast Cable Communications, LLC 8.500%, 05/01/27		2,400,000		2,704,550
Comcast Corp. 6.500%, 01/15/17		1,200,000		1,185,257
6.950%, 08/15/37		4,250,000		4,475,471
7.050%, 03/15/33		1,775,000		1,851,487
COX Communications, Inc. 7.125%, 10/01/12		4,600,000		4,402,278
CSC Holdings, Inc. 8.125%, 07/15/09		350,000		348,250
News America, Inc. 6.200%, 12/15/34		1,500,000		1,368,821
Time Warner Cable, Inc. 5.850%, 05/01/17		3,975,000		3,631,373
Time Warner Entertainment Co., L.P. 8.375%, 03/15/23		590,000		594,167
				21,937,571
Metals & Mining—0.2%
Freeport-McMoRan Copper & Gold, Inc. 8.250%, 04/01/15 (a)		1,250,000		1,062,500
8.375%, 04/01/17		2,410,000		1,976,200
				3,038,700
Office Electronics—0.1%
Xerox Corp. 6.875%, 08/15/11		1,450,000		1,253,390
Oil, Gas & Consumable Fuels—0.7%
Anadarko Petroleum Corp. 5.950%, 09/15/16 (a)		2,900,000		2,561,596
6.450%, 09/15/36		1,105,000		871,661
Canadian Natural Resources, Ltd. 6.250%, 03/15/38		1,850,000		1,454,091
Enterprise Products Operating, LLC 4.950%, 06/01/10		25,000		23,945
Newfield Exploration Co. 6.625%, 09/01/14		590,000		483,800
6.625%, 04/15/16		555,000		441,225
Sabine Pass LNG, L.P. 7.500%, 11/30/16 (a)		1,900,000		1,368,000
XTO Energy, Inc. 6.750%, 08/01/37		2,500,000		2,341,410
				9,545,728
Pharmaceuticals—0.5%
Wyeth 5.500%, 02/01/14		6,000,000		6,094,728
Real Estate Investment Trusts—0.1%
AvalonBay Communities, Inc. 4.950%, 03/15/13 (a)		400,000		292,827

Security Description	Face Amount		Value*
Real Estate Investment Trusts—(Continued)
Simon Property Group, L.P. 4.600%, 06/15/10	$	1,000,000	$	891,309
5.100%, 06/15/15		1,000,000		613,025
				1,797,161
Software—0.2%
Oracle Corp. 5.750%, 04/15/18		2,310,000		2,416,186
Thrifts & Mortgage Finance—0.1%
Countrywide Financial Corp. 5.800%, 06/07/12 (a)		625,000		609,158
Nationwide Building Society (144A) 4.250%, 02/01/10		765,000		757,102
				1,366,260
Wireless Telecommunication Services—0.5%
America Movil S.A.B. de C.V. 6.375%, 03/01/35		325,000		275,604
Cellco Partnership (144A) 8.500%, 11/15/18		2,100,000		2,460,522
Rogers Communications, Inc. 7.500%, 03/15/15		385,000		381,199
Sprint Nextel Corp. 6.000%, 12/01/16		1,100,000		775,500
Vodafone Group, Plc. 7.750%, 02/15/10		2,570,000		2,626,578
				6,519,403
Yankee—0.0%
Compton Petroleum Finance Corp. 7.625%, 12/01/13		95,000		28,500
Total Fixed Income (Identified Cost $1,696,162,492)				1,561,982,972
Short Term Investments—2.8%
Mutual Funds—0.9%
State Street Navigator Securities Lending Prime Portfolio (h)		11,140,169		11,140,169
Repurchase Agreement—1.9%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $24,834,014 on 01/02/09, collateralized by $25,335,000 U.S. Treasury Bill due 02/19/09 with a value of $25,335,000.		24,834,000		24,834,000
Total Short Term Investments (Identified Cost $35,974,169)				35,974,169
Total Investments—122.9% (Identified Cost $1,732,136,661) (i)				1,597,957,141
Liabilities in excess of other assets				(297,897,577	)
Total Net Assets—100%			$	1,300,059,564

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2008

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $ 10,898,969 and the collateral received consisted of cash in the amount of $11,140,169. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Variable or Floating Rate Security. Rate disclosed is as of December 31, 2008.

(c) Zero Valued Security.

(d) Non-Income Producing; Defaulted Bond.

(e) Interest Only Certificate. This security receives monthly interest payments but is not entitled to principal payments.

(f) A portion or all of the security was pledged as collateral against open futures contracts.

(g) Security was valued in good faith under procedures established by the Board of Directors.

(h) Represents investment of cash collateral received from securities lending transactions.

(i) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,736,951,846 and the composition of unrealized appreciation and depreciation of investment securities was $39,282,812 and $(178,277,517), respectively.

(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2008, the market value of 144A securities was $49,991,058, which is 3.9% of total net assets.

(TBA)— A contract for the purchase or sale of a Mortgage Backed Security to be delivered at a future date but does not include a specified pool or precise amount to be delivered.

(EUR)— Euro

(GBP)— British Pound

(JPY)— Japanese Yen

(MXN)— Mexican Peso

Forward Contracts

Forward Currency Contracts	Delivery Date	Local Currency Amount	Aggregate Face Value		Valuation as of 12/31/2008		Unrealized Appreciation/ (Depreciation)
Euro (sold)	1/21/2009	1,490,000	$	1,905,066	$	2,069,680	$	(164,614	)
Euro (sold)	1/21/2009	3,154,000		4,005,612		4,381,055		(375,443	)
Japanese Yen (bought)	1/21/2009	595,690,000		6,639,426		6,573,322		(66,104	)
Japanese Yen (sold)	1/21/2009	1,799,066,000		17,985,984		19,852,339		(1,866,355	)
Mexican Peso (sold)	1/21/2009	17,020,000		1,264,656		1,222,077		42,579
Mexican Peso (sold)	1/21/2009	183,849,000		14,335,205		13,200,804		1,134,401
Pound Sterling (sold)	1/21/2009	835,000		1,234,314		1,199,983		34,331
Pound Sterling (sold)	1/21/2009	860,000		1,290,113		1,235,910		54,203
Pound Sterling (sold)	1/21/2009	2,126,000		3,164,561		3,055,285		109,276
Net Unrealized Depreciation							$	(1,097,727	)

*See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2008

Futures Contracts

Futures Contracts—Long	Expiration Date	Number of Contracts		Contract Amount			Valuation as of 12/31/2008			Unrealized Appreciation/ (Depreciation)
Eurodollar Futures	6/15/2009	248		$	60,251,830		$	61,299,400		$	1,047,570
German Euro Bond Futures	3/6/2009	149			25,480,784			25,856,527			375,743
UK Long GILT Bond Futures	3/27/2009	160			26,613,571			28,403,047			1,789,476
U.S. Treasury Bond Futures	3/20/2009	501			65,147,487			69,161,484			4,013,997
U.S. Treasury Notes 5 Year Futures	3/31/2009	1,503			175,713,681			178,939,196			3,225,515
Futures Contracts—Short
U.S. Treasury Notes 2 Year Futures	3/31/2009	(258	)		(55,835,378	)		(56,260,125	)		(424,747	)
U.S. Treasury Notes 10 Year Futures	3/20/2009	(913	)		(109,905,937	)		(114,809,750	)		(4,903,813	)
Net Unrealized Appreciation										$	5,123,741

TBA Sale Commitments

Federal Agencies	Face Amount			Value
Federal Home Loan Mortgage Corp.
5.500% (15 Year TBA)	$	(27,800,000	)	$	(28,616,625	)
Federal National Mortgage Association
5.000% (30 Year TBA)		(60,100,000	)		(61,281,787	)
5.500% (15 Year TBA)		(28,300,000	)		(29,140,170	)
5.500% (30 Year TBA)		(104,900,000	)		(107,478,125	)
6.000% (30 Year TBA)		(14,600,000	)		(15,028,875	)
Government National Mortgage Association
5.500% (30 Year TBA)		(13,600,000	)		(14,003,757	)
6.500% (30 Year TBA)		(10,600,000	)		(11,003,444	)
Total TBA Sale Commitments (Proceeds Cost $(263,771,192))				$	(266,552,783	)

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		TBA Sale Commitments			Other Financial Instruments*
Level 1 - Quoted Prices	$	42,792,937	$	0		$	5,123,741
Level 2 - Other Significant Observable Inputs		1,555,164,204		(266,552,783	)		(1,097,727	)
Level 3 - Significant Unobservable Inputs		0		0			0
Total	$	1,597,957,141	$	(266,552,783	)	$	4,026,014

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	1,597,957,141
Cash				27,023
Foreign cash at value (c)				607,429
Receivable for:
Securities sold				616,721,949
Fund shares sold				375,671
Open forward currency contracts—net				898,912
Accrued interest and dividends				11,967,681
Foreign taxes				87,052
Total Assets				2,228,642,858
Liabilities
TBA sales commitments at value (d)	$	266,552,783
Payable for:
Securities purchased		641,448,869
Fund shares redeemed		5,088,164
Futures variation margin		965,113
Open forward currency contracts—net		1,996,639
Collateral for securities loaned		11,140,169
Interest (Short)		801,471
Accrued expenses:
Management fees		418,957
Service and distribution fees		88,927
Deferred directors’ fees		30,170
Other expenses		52,032
Total Liabilities				928,583,294
Net Assets			$	1,300,059,564
Net assets consists of:
Capital paid in			$	1,380,979,344
Undistributed net investment income				90,221,418
Accumulated net realized losses				(38,156,032	)
Unrealized depreciation on investments, futures contracts, and foreign currency				(132,985,166	)
Net Assets			$	1,300,059,564
Computation of offering price:
Class A
Net asset value and redemption price per share ($784,261,882 divided by 7,650,927 shares outstanding)			$	102.51
Class B
Net asset value and redemption price per share ($279,253,658 divided by 2,758,544 shares outstanding)			$	101.23
Class E
Net asset value and redemption price per share ($236,544,024 divided by 2,323,838 shares outstanding)			$	101.79
(a) Identified cost of investments			$	1,732,136,661
(b) Includes cash collateral for securities loaned of			$	11,140,169
(c) Identified cost of foreign cash			$	633,610
(d) Proceeds of TBA sales commitments			$	263,771,192

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	900,702
Interest					87,763,744	(a)
					88,664,446
Expenses
Management fees	$	5,764,854
Service and distribution fees—Class B		774,028
Service and distribution fees—Class E		422,508
Directors’ fees and expenses		30,834
Custodian		216,968
Audit and tax services		34,791
Legal		16,610
Printing		281,397
Insurance		19,085
Miscellaneous		23,567
Total expenses		7,584,642
Management fee waivers		(126,061	)		7,458,581
Net Investment Income					81,205,865
Realized and Unrealized Gain (Loss)
Realized gain on:
Investments—net		1,472,839
Futures contracts—net		7,195,903
Foreign currency transactions—net		5,550,804
Options—net		1,267,159			15,486,705
Change in unrealized appreciation (depreciation) on:
Investments—net		(155,493,477	)
Futures contracts—net		4,598,824
Foreign currency transactions—net		(1,901,258	)
Options—net		(20,871	)		(152,816,782	)
Net loss					(137,330,077	)
Net Decrease in Net Assets From Operations				$	(56,124,212	)

(a) Includes income on securities loaned of $233,213.

See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	81,205,865		$	76,717,556
Net realized gain (loss)		15,486,705			(11,842,631	)
Change in unrealized appreciation (depreciation)		(152,816,782	)		30,416,968
Increase (decrease) in net assets from operations		(56,124,212	)		95,291,893
From Distributions to Shareholders
Net investment income
Class A		(48,466,756	)		(31,735,232	)
Class B		(14,964,604	)		(8,796,845	)
Class E		(14,665,783	)		(9,494,875	)
Total distributions		(78,097,143	)		(50,026,952	)
Decrease in net assets from capital share transactions		(171,181,743	)		(3,850,293	)
Net increase (decrease) in net assets		(305,403,098	)		41,414,648
Net Assets
Beginning of the period		1,605,462,662			1,564,048,014
End of the period	$	1,300,059,564		$	1,605,462,662
Undistributed Net Investment Income
End of the period	$	90,221,418		$	77,250,999

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	1,097,076		$	116,901,330		1,687,659		$	182,728,894
Reinvestments	454,319			48,466,756		296,508			31,735,232
Redemptions	(2,706,085	)		(283,431,663	)	(2,042,297	)		(221,110,438	)
Net decrease	(1,154,690	)	$	(118,063,577	)	(58,130	)	$	(6,646,312	)
Class B
Sales	507,058		$	53,473,821		741,024		$	79,187,847
Reinvestments	141,791			14,964,604		83,028			8,796,845
Redemptions	(750,450	)		(77,571,198	)	(687,193	)		(73,627,604	)
Net increase (decrease)	(101,601	)	$	(9,132,773	)	136,859		$	14,357,088
Class E
Sales	358,685		$	38,598,665		409,838		$	44,043,744
Reinvestments	138,291			14,665,783		89,212			9,494,875
Redemptions	(931,005	)		(97,249,841	)	(604,310	)		(65,099,688	)
Net decrease	(434,029	)	$	(43,985,393	)	(105,260	)	$	(11,561,069	)
Decrease derived from capital share transactions			$	(171,181,743	)			$	(3,850,293	)

See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	111.71		$	108.62		$	110.48		$	113.72		$	115.62
Income From Investment Operations
Net investment income		5.82	(a)		5.36	(a)		4.55			4.69			4.44
Net realized and unrealized gain (loss) of investments		(9.42	)		1.31			0.01			(2.06	)		0.41
Total from investment operations		(3.60	)		6.67			4.56			2.63			4.85
Less Distributions
Distributions from net investment income		(5.60	)		(3.58	)		(6.31	)		(4.55	)		(4.76	)
Distributions from net realized capital gains		0.00			0.00			(0.11	)		(1.32	)		(1.99	)
Total distributions		(5.60	)		(3.58	)		(6.42	)		(5.87	)		(6.75	)
Net Asset Value, End of Period	$	102.51		$	111.71		$	108.62		$	110.48		$	113.72
Total Return (%)		(3.4	)		6.3			4.4			2.4			4.4
Ratio of operating expenses to average net assets (%)		0.42			0.43			0.46			0.47			0.46
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.43			0.43			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		5.48			4.95			4.28			3.96			3.57
Portfolio turnover rate (%)		1,014			931			503			890			458
Net assets, end of period (000)	$	784,262		$	983,686		$	962,770		$	763,205		$	814,560

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	110.39		$	107.36		$	109.20		$	112.47		$	114.51
Income From Investment Operations
Net investment income		5.49	(a)		5.03	(a)		4.54			4.06			3.78
Net realized and unrealized gain (loss) of investments		(9.32	)		1.30			(0.32	)		(1.72	)		0.73
Total from investment operations		(3.83	)		6.33			4.22			2.34			4.51
Less Distributions
Distributions from net investment income		(5.33	)		(3.30	)		(5.95	)		(4.29	)		(4.56	)
Distributions from net realized capital gains		0.00			0.00			(0.11	)		(1.32	)		(1.99	)
Total distributions		(5.33	)		(3.30	)		(6.06	)		(5.61	)		(6.55	)
Net Asset Value, End of Period	$	101.23		$	110.39		$	107.36		$	109.20		$	112.47
Total Return (%)		(3.7	)		6.0			4.1			2.2			4.2
Ratio of operating expenses to average net assets (%)		0.67			0.68			0.71			0.72			0.71
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.68			0.68			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		5.24			4.70			4.04			3.73			3.35
Portfolio turnover rate (%)		1,014			931			503			890			458
Net assets, end of period (000)	$	279,254		$	315,737		$	292,377		$	235,057		$	143,107

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Financial Highlights

		Class E
		Year ended December 31,
		2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period		$	110.97		$	107.89		$	109.73		$	112.97		$	114.98
Income From Investment Operations
Net investment income			5.63	(a)		5.16	(a)		7.07			4.34			3.52
Net realized and unrealized gain (loss) of investments			(9.37	)		1.31			(2.71	)		(1.89	)		1.12
Total from investment operations			(3.74	)		6.47			4.36			2.45			4.64
Less Distributions
Distributions from net investment income			(5.44	)		(3.39	)		(6.09	)		(4.37	)		(4.66	)
Distributions from net realized capital gains			0.00			0.00			(0.11	)		(1.32	)		(1.99	)
Total distributions	��		(5.44	)		(3.39	)		(6.20	)		(5.69	)		(6.65	)
Net Asset Value, End of Period		$	101.79		$	110.97		$	107.89		$	109.73		$	112.97
Total Return (%)			(3.6	)		6.1			4.3			2.3			4.3
Ratio of operating expenses to average net assets (%)			0.57			0.58			0.61			0.62			0.61
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)			0.58			0.58			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)			5.33			4.79			4.16			3.81			3.44
Portfolio turnover rate (%)			1,014			931			503			890			458
Net assets, end of period (000)		$	236,544		$	306,040		$	308,901		$	64,396		$	65,275

(a) Per share amount is based on average shares outstanding during the period.

(b) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-16

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The BlackRock Bond Income Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

MSF-17

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Securities traded primarily on an exchange outside of the United States, which closes before the close of the New York Stock Exchange, will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

MSF-18

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad market or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad market or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

Mortgage Dollar Rolls:

The Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Dollar rolls are accounted for as purchase and sale transactions; gain/loss is recognized at the end of the term of the dollar roll. The average monthly balance of dollar rolls outstanding during the year ended December 31, 2008 was $1,065,012,205.

A Portfolio that enters into mortgage dollar rolls is subject to the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Portfolio’s use of proceeds from the dollar roll may be restricted pending a court determination, a determination by the other party, or its trustee or receiver, whether to enforce the Portfolio’s obligation to repurchase the securities.

MSF-19

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

High Yield Securities:

The Portfolio may invest in high yield instruments that are subject to certain credit and market risks. The yields of high yield instruments reflect, among other things, perceived credit risk. The Portfolio’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading.

Mortgage-Backed Securities:

The Portfolio invests a significant portion of its assets in securities of issuers that hold mortgage and asset backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain issuers held by the Portfolio. At December 31, 2008, the Portfolio held securities of issuers that hold mortgage and asset backed securities and direct investments in mortgage and asset backed securities (excluding federal agencies) with an aggregate value of $368,350,122 (representing 28.3% of the Portfolio’s total net assets).

TBA Purchase & Sale Commitments:

The Portfolio may enter into to-be-announced (“TBA”) commitments to purchase or sell securities for a fixed price at a future date. TBA commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased or sold declines or increases prior to settlement date, which is in addition to the risk of decline in the value of the Portfolio’s other assets. Unsettled TBA commitments are valued at the current market value of the underlying securities, according to the procedures described under “Investment Valuation”.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had capital loss carryforwards as follows:

Expiring 12/31/15		Expiring 12/31/14		Expiring 12/31/13		Expiring 12/31/12		Total
$	13,263,486	$	11,623,394	$	3,820,752	$	1,674,692	$	30,382,324

MSF-20

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	78,097,143	$	50,026,952	$	—	$	—	$	—	$	—	$	78,097,143	$	50,026,952

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	89,134,460	$	—	$	(139,661,148	)	$	(30,382,324	)	$	(80,909,012	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	14,994,474,856	$	267,748,274	$	15,042,582,428	$	316,919,474

Options Written:

The Portfolio transactions in options written during the year ended December 31, 2008 were as follows:

Call Options	Number of contracts		Premiums received
Options outstanding December 31, 2007	156		$	89,121
Options written	253			199,254
Options closed	(175	)		(158,035	)
Options expired	(234	)		(130,340	)
Options outstanding December 31, 2008	0		$	0

Put Options	Number of contracts		Premiums received
Options outstanding December 31, 2007	0		$	0
Options written	1,361			1,025,453
Options closed	(426	)		(335,227	)
Options expired	(935	)		(690,226	)
Options outstanding December 31, 2008	0		$	0

MSF-21

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$5,764,854	0.400%	Of the first $1 billion
	0.350%	Of the next $1 billion
	0.300%	Of the next $1 billion
	0.250%	On amounts in excess of $3 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

Management Fee Waivers:

Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2008 to April 30, 2009, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

Annual Percentage Rate Reduction	Average Daily Net Asset Value Levels
0.025%	Over $1 billion and less than $2 billion

A similar expense agreement was in place for the period May 1, 2007 through April 30, 2008. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the

MSF-22

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-23

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the BlackRock Bond Income Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the BlackRock Bond Income Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2009

MSF-24

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-25

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-26

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-27

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-28

Metropolitan Series Fund, Inc.

BlackRock Bond Income Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-29

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-30

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. BlackRock Diversified Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the BlackRock Diversified Portfolio returned -24.8%, compared to its benchmark, a blend of the Russell 1000 Index¹ (60%) and the Barclays Capital U.S. Aggregate Bond Index² (40%), which returned -20.5%. The average return of its peer group, the Lipper Variable Insurance Products³ Mixed-Asset Target Allocation Growth Funds Universe, was -29.6% over the same period.

PORTFOLIO REVIEW

2008 will turn out to be a year investors would like to forget, but instead will vividly remember. For much of the first half of the year, equity markets held together as the hope of global decoupling kept investors from panicking, despite substantial deterioration in credit markets. The seminal event appears to have been the September Lehman Brothers bankruptcy, which drove fear higher and confidence lower, causing a massive decline in economic activity in the U.S. and globally. Although at times somewhat erratic, monetary and fiscal policy efforts became aggressive, attempting to fight off systemic collapse and growing deflationary forces. As a result, risk premia of all types rose substantially and geographic and other correlations increased. The price of risk assets, including equities, low-quality bonds and commodities collapsed in record time, as volatility levels soared. By contrast, high-quality assets, especially Treasury instruments, soared as returns on cash fell to near zero. Most governments have announced, or are in the process of announcing, massive stimulus packages in an effort to stem economic decline and encourage eventual recovery. Defensive stocks (consumer staples and healthcare) declined the least as financial stocks crumbled. Oil prices soared to $150 and then collapsed to below $40, less than half the level where they started the year. The U.S. equity market noticeably outperformed by falling less than many other markets, and the U.S. dollar enjoyed a second half rally. The year ends with uncertainty high, expectations low and problems significant.

For most of the year, the Portfolio maintained a moderate underweight in stocks versus bonds, reflecting our view that the risk of holding equities was high. Our moderate underweight became a significant underweight when the stock market fell precipitously during the month of October, reaching approximately 10% at the market low. By the end of October, having just witnessed new multi-year lows on the S&P 500 Index and record levels of volatility indicating panic and forced selling, we believed it was time to add exposure to equities. In early November, we raised the equity exposure in the Portfolio, but kept it below the benchmark weight of 60%. The Portfolio ended the year with a moderate underweight in stocks.

During the year, the fixed income portion of the Portfolio traded duration and yield curve positioning tactically, ending the period with a neutral duration and a slight yield curve steepener. Overall, the Portfolio’s duration and yield curve positioning trades benefited performance for the 12-month period. Over the course of the year, while Treasury bonds rallied (13.7% in 2008), high-quality spread assets—particularly non-agency mortgage-backed securities (MBS), commercial mortgage-backed securities (CMBS) and asset-backed securities (ABS)—were under extreme pressure, most notably during the second half of the year. During 2008, the CMBS sector lost 20.5% and the ABS sector fell 12.7% (as reported by the Barclay’s Capital U.S. Aggregate Bond Index). There is no index that tracks non-agency MBS, but non-agency paper generally fell more than 30%. Corporate bonds were also volatile, posting losses of 4.9% for the year, with the financials sub-sector alone falling 8.4%. The markets began showing some signs of stabilizing from late November through year-end. In December alone, the CMBS sector was up 17%, corporates gained 6.8% and agency MBS rose 1.7%. However, while the year ended with a better tone, the Portfolio’s broad overweights in these high-quality spread sectors, combined with an underweight in Treasuries, detracted from performance for the period. While our exposure to the aforementioned spread sectors (non-agency MBS, CMBS, ABS) detracted from performance, our security selection proved beneficial, with our focus on the highest quality issues within the CMBS and ABS sectors helping us outperform the respective sector averages. The Portfolio remains underweight in U.S. Treasury and agency debt in favor of high-quality spread sectors. As a result, we maintained core holdings in agency and non-agency MBS, AAA-rated CMBS and ABS. During the period, as spreads on credit approached historically wide levels, we began to look for opportunities in both the new issue and secondary markets, bringing our credit allocation closer to neutral versus the benchmark. We continue to see long-term value in these sectors, and believe that as stability returns to financial markets, spreads will recover gradually over time, ultimately benefiting the Portfolio.

For the equity portion of the Portfolio, an underweight and security selection in financials was the most important contributor to performance. In financials, the Portfolio benefited from underweighting diversified financials opting for exposure to the sector mainly through the insurance industry, where Portfolio holdings significantly outperformed the broader sector. Also contributing to performance was our security selection in the energy sector. Within the sector, Portfolio positioning in high-quality, asset-based integrated oil companies was a positive factor. Also, we avoided the high-risk oil services companies, whose fortunes are closely tied to the price of crude oil. We have made some tactical purchases of refiners (at very depressed valuations), as lower crude prices should drive improving margins. In the long term, we remain bullish on commodities and believe that the best way to profit from this view is by focusing on high-quality companies.

On the negative side, the equity Portfolio’s underweight in consumer staples and security selection in industrials detracted from performance. Throughout the year, we believed the consumer staples sector to be overvalued given our expectations of future earnings growth. The sector was, however, the best performer in the Russell 1000 Index for the year. In healthcare, our difficulty came mostly during the first quarter. The sector was, however, the best performer in the Russell 1000 Index for the year. Our industrials names did not fare well during the year, with holdings in the machinery industry detracting the most from that sector. We believe that the Portfolio’s orientation toward the defense industry—which is typically insulated from macroeconomic events—is the right call at this time.

At period-end, the Portfolio’s largest overweights versus the benchmark were in the energy, information technology and healthcare sectors. The Portfolio continued to be underweight in financials, consumer staples and utilities.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 1000^® Index is an unmanaged measure of the 1,000 largest companies in the Russell 3000^® Index, which represents approximately 90% of the investable U.S. equity market.

² Barclays Capital U.S. Aggregate Bond Index (formerly, Lehman Brothers U.S. Aggregate Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

³ The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

A $10,000 INVESTMENT COMPARED TO

THE RUSSELL 1000 INDEX AND THE BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX

Average Annual Returns as of December 31, 2008

	BlackRock Diversified Portfolio						Russell 1000 Index		Barclays Capital U.S. Aggregate Bond Index
	Class A		Class B		Class E
1 Year	-24.8	%	-25.0	%	-24.9	%	-37.6	%	5.2	%
5 Year	-0.3		—		-0.5		-2.0		4.7
10 Year	0.5		—		—		-1.1		5.6
Since Inception	—		-0.8		-0.4		—		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 7/25/86, 4/26/04 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Federal National Mortgage Association	15.4%
Federal Home Loan Mortgage Corp.	6.5%
Government National Mortgage Association	4.7%
Exxon Mobil Corp.	3.4%
Johnson & Johnson	1.7%
Chevron Corp.	1.6%
Pfizer, Inc.	1.4%
Wal-Mart Stores, Inc.	1.3%
CS First Boston Mortgage Securities Corp.	1.3%
Hewlett-Packard Co.	1.2%

Top Equity Sectors

	% of Equity Market Value
Energy	22.6%
Health Care	22.0%
Information Technology	19.0%
Industrials	10.7%
Consumer Discretionary	10.5%
Top Fixed Income Sectors
	% of Fixed Income Market Value
Mortgages	51.8%
Investment Grade Corporates	19.2%
Commercial Mortgage-Backed	16.6%
Asset Backed	4.7%
Agency Issues	2.6%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
BlackRock Diversified—Class A	Actual	0.49	%	$	1,000.00	$	817.11	$	2.24
	Hypothetical	0.49	%	$	1,000.00	$	1,022.65	$	2.49
BlackRock Diversified—Class B	Actual	0.74	%	$	1,000.00	$	815.81	$	3.38
	Hypothetical	0.74	%	$	1,000.00	$	1,021.37	$	3.76
BlackRock Diversified—Class E	Actual	0.64	%	$	1,000.00	$	816.26	$	2.92
	Hypothetical	0.64	%	$	1,000.00	$	1,021.88	$	3.25

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—58.3% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—3.0%
General Dynamics Corp.	154,000	$	8,868,860
L-3 Communications Holdings, Inc.	17,200		1,269,016
Lockheed Martin Corp.	90,000		7,567,200
Northrop Grumman Corp.	188,000		8,467,520
Raytheon Co.	165,000		8,421,600
			34,594,196
Airlines—0.1%
Southwest Airlines Co.	140,000		1,206,800
Beverages—0.2%
The Coca-Cola Co.	43,000		1,946,610
Biotechnology—1.0%
Amgen, Inc. (a)	204,000		11,781,000
Commercial & Professional Services—0.2%
R.R. Donnelley & Sons Co.	140,000		1,901,200
Commercial Banks—0.2%
Wells Fargo & Co.	63,000		1,857,240
Communications Equipment—0.1%
Cisco Systems, Inc. (a)	64,000		1,043,200
Computers & Peripherals—3.0%
Hewlett-Packard Co.	377,000		13,681,330
International Business Machines Corp.	120,000		10,099,200
NetApp, Inc. (a) (b)	545,000		7,613,650
Western Digital Corp. (a)	324,000		3,709,800
			35,103,980
Consumer Finance—0.7%
Capital One Financial Corp.	262,000		8,355,180
Diversified Consumer Services—0.2%
H&R Block, Inc.	131,000		2,976,320
Diversified Financial Services—0.2%
JPMorgan Chase & Co.	63,000		1,986,390
Diversified Telecommunication Services—0.7%
AT&T, Inc.	220,000		6,270,000
CenturyTel, Inc. (b)	40,000		1,093,200
Verizon Communications, Inc.	20,000		678,000
			8,041,200
Electronic Equipment, Instruments & Components—0.2%
Jabil Circuit, Inc.	344,000		2,322,000
Energy Equipment & Services—0.8%
ENSCO International, Inc. (b)	156,000		4,428,840
Nabors Industries, Ltd. (a) (b)	437,000		5,230,890
			9,659,730

Security Description	Shares	Value*
Food & Staples Retailing—2.6%
SYSCO Corp.	292,000	$	6,698,480
The Kroger Co.	309,000		8,160,690
Wal-Mart Stores, Inc.	265,000		14,855,900
			29,715,070
Food Products—0.2%
Archer-Daniels-Midland Co.	99,000		2,854,170
Health Care Equipment & Supplies—1.4%
Baxter International, Inc.	142,000		7,609,780
St. Jude Medical, Inc. (a)	118,000		3,889,280
Varian Medical Systems, Inc. (a)	148,000		5,185,920
			16,684,980
Health Care Providers & Services—3.5%
Aetna, Inc.	94,000		2,679,000
AmerisourceBergen Corp.	30,700		1,094,762
Community Health Systems, Inc. (a) (b)	77,000		1,122,660
Express Scripts, Inc. (a)	124,000		6,817,520
Humana, Inc. (a)	182,000		6,784,960
McKesson Corp.	151,800		5,879,214
Medco Health Solutions, Inc. (a)	161,000		6,747,510
UnitedHealth Group, Inc.	26,000		691,600
WellPoint, Inc. (a)	201,000		8,468,130
			40,285,356
Hotels, Restaurants & Leisure—1.0%
McDonald’s Corp.	186,000		11,567,340
Household Durables—1.3%
Lennar Corp. (Class A) (b)	679,000		5,886,930
Pulte Homes, Inc.	177,000		1,934,610
Toll Brothers, Inc. (a) (b)	318,000		6,814,740
			14,636,280
Household Products—0.7%
Procter & Gamble Co.	138,000		8,531,160
Independent Power Producers & Energy Traders—0.3%
NRG Energy, Inc. (a) (b)	140,000		3,266,200
Industrial Conglomerates—0.6%
General Electric Co.	401,000		6,496,200
Insurance—2.3%
The Allstate Corp.	216,000		7,076,160
The Chubb Corp.	144,000		7,344,000
The Travelers Cos., Inc.	180,000		8,136,000
W.R. Berkley Corp.	144,275		4,472,525
			27,028,685
IT Services—1.0%
Accenture, Ltd. (Class A)	253,000		8,295,870
Automatic Data Processing, Inc.	37,000		1,455,580
Computer Sciences Corp. (a)	54,500		1,915,130
			11,666,580

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Machinery—0.6%
Cummins, Inc.	267,000	$	7,136,910
Media—0.1%
Omnicom Group, Inc.	52,000		1,399,840
Metals & Mining—0.7%
Reliance Steel & Aluminum Co.	110,000		2,193,400
United States Steel Corp. (b)	177,000		6,584,400
			8,777,800
Multiline Retail—0.4%
Dollar Tree, Inc. (a)	126,000		5,266,800
Oil, Gas & Consumable Fuels—12.4%
Anadarko Petroleum Corp.	223,000		8,596,650
Apache Corp.	117,000		8,720,010
Chevron Corp.	253,000		18,714,410
ConocoPhillips (b)	252,000		13,053,600
Devon Energy Corp.	94,000		6,176,740
Exxon Mobil Corp.	488,000		38,957,040
Hess Corp.	134,000		7,187,760
Marathon Oil Corp.	318,000		8,700,480
Murphy Oil Corp.	178,000		7,894,300
Occidental Petroleum Corp.	183,000		10,978,170
Sunoco, Inc. (b)	167,000		7,257,820
Valero Energy Corp.	357,000		7,725,480
			143,962,460
Pharmaceuticals—6.9%
Bristol-Myers Squibb Co.	434,000		10,090,500
Eli Lilly & Co.	251,000		10,107,770
Forest Laboratories, Inc. (a)	220,000		5,603,400
Johnson & Johnson	330,000		19,743,900
Pfizer, Inc.	925,000		16,381,750
Schering-Plough Corp.	482,000		8,208,460
Wyeth	282,000		10,577,820
			80,713,600
Road & Rail—1.8%
CSX Corp.	210,000		6,818,700
Norfolk Southern Corp.	125,000		5,881,250
Union Pacific Corp. (b)	172,000		8,221,600
			20,921,550
Semiconductors & Semiconductor Equipment—3.4%
Altera Corp.	440,000		7,352,400
Broadcom Corp. (a)	437,000		7,415,890
Integrated Device Technology, Inc. (a)	460,000		2,580,600
Intersil Corp.	274,000		2,518,060
KLA-Tencor Corp. (b)	230,000		5,011,700
Microchip Technology, Inc. (b)	200,000		3,906,000
Silicon Laboratories, Inc. (a) (b)	110,000		2,725,800
Xilinx, Inc. (b)	422,000		7,520,040
			39,030,490

Security Description	Shares		Value*
Software—3.5%
Adobe Systems, Inc. (a)		334,000	$	7,110,860
Autodesk, Inc. (a) (b)		210,000		4,126,500
BMC Software, Inc. (a) (b)		46,100		1,240,551
CA, Inc.		57,200		1,059,916
McAfee, Inc. (a)		46,100		1,593,677
Microsoft Corp.		278,000		5,404,320
Oracle Corp. (a) (b)		619,000		10,974,870
Symantec Corp. (a)		571,000		7,719,920
Synopsys, Inc. (a)		53,100		983,412
				40,214,026
Specialty Retail—1.8%
AutoZone, Inc. (a)		56,000		7,810,320
Ross Stores, Inc.		228,000		6,778,440
The Gap, Inc.		493,000		6,601,270
				21,190,030
Textiles, Apparel & Luxury Goods—1.2%
Coach, Inc. (a)		351,000		7,290,270
Polo Ralph Lauren Corp. (b)		136,000		6,175,760
				13,466,030
Total Common Stock (Identified Cost $830,033,545)				677,586,603
Fixed Income—49.7%
Security Description	Face Amount		Value*
Aerospace & Defense—0.0%
L-3 Communications Corp. 5.875%, 01/15/15	$	150,000		135,000
6.375%, 10/15/15		75,000		70,125
				205,125
Air Freight & Logistics—0.0%
United Parcel Service, Inc. 6.200%, 01/15/38		395,000		435,469
Asset Backed—2.0%
ARES CLO Funds (144A) 4.819%, 02/26/16 (c)		1,150,000		182,896
Chase Issuance Trust 5.120%, 10/15/14		4,500,000		4,174,604
Countrywide Asset-Backed Certificates 0.621%, 07/25/36 (c)		3,226,460		2,291,330
2.196%, 12/25/31 (c)		60,341		25,250
Ford Credit Auto Owner Trust 5.070%, 12/15/10		4,150,000		4,074,936
GSAA Trust 0.571%, 03/25/47 (c)		2,107,574		1,117,489
Home Equity Asset Trust 0.581%, 07/25/37 (c)		1,270,853		1,059,256
Knollwood CDO, Ltd. (144A) 7.489%, 02/08/39 (c) (d) (h)		443,756		0

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Asset Backed—(Continued)
Long Beach Mortgage Loan Trust 1.571%, 03/25/34 (c)	$	513,155	$	308,047
SLM Student Loan Trust 4.635%, 10/25/16 (c)		6,010,000		5,624,044
4.835%, 01/25/28 (c)		1,520,000		1,347,576
5.235%, 07/25/23 (c)		4,100,000		3,379,298
Structured Asset Investment Loan Trust 3.396%, 04/25/33 (c)		40,741		7,078
				23,591,804
Capital Markets—0.6%
Lehman Brothers Holdings, Inc. 5.250%, 02/06/12 (e)		1,310,000		124,450
6.500%, 07/19/17 (e)		900,000		90
6.750%, 12/28/17 (e)		2,075,000		208
7.000%, 09/27/27 (e)		1,110,000		105,450
Morgan Stanley 4.570%, 01/09/12 (c)		6,605,000		5,211,424
6.750%, 04/15/11		550,000		541,159
The Bear Stearns Cos., LLC 4.903%, 07/19/10 (c)		790,000		764,523
				6,747,304
Collateralized-Mortgage Obligation—3.2%
American Home Mortgage Assets 0.661%, 11/25/36 (c)		630,254		260,938
Bear Stearns Adjustable Rate Mortgage Trust 5.995%, 06/25/47 (c)		4,442,765		2,700,880
Citicorp Mortgage Securities, Inc. 6.000%, 10/25/36		1,555,139		1,468,921
Countrywide Alternative Loan Trust 0.698%, 03/20/47 (c)		1,859,268		761,865
3.216%, 08/25/46 (c)		699,228		301,250
5.500%, 11/25/35		2,500,000		1,114,356
5.500%, 04/25/37		2,115,114		1,253,236
Countrywide Home Loan Mortgage Pass Through Trust 0.671%, 04/25/46 (c)		811,159		317,622
6.500%, 10/25/37		2,236,751		1,517,497
Credit Suisse Mortgage Capital Certificates 6.000%, 10/25/21		1,067,935		627,412
CS First Boston Mortgage Securities Corp. 6.000%, 01/25/36		2,295,407		1,215,131
Deutsche ALT-A Securities, Inc. Alternate Loan Trust 0.671%, 02/25/47 (c)		913,565		370,791
GSR Mortgage Loan Trust 0.661%, 08/25/46 (c)		1,928,742		937,286
5.244%, 11/25/35 (c)		1,935,408		1,439,851
6.000%, 07/25/37		2,187,941		1,486,432
Harborview Mortgage Loan Trust 0.791%, 11/19/36 (c)		1,362,215		585,869
0.891%, 11/19/35 (c)		1,757,016		800,465
0.911%, 09/19/35 (c)		206,060		95,539

Security Description	Face Amount		Value*
Collateralized-Mortgage Obligation—(Continued)
IndyMac INDA Mortgage Loan Trust 5.899%, 09/25/36 (c)	$	1,381,615	$	748,984
JPMorgan Mortgage Trust 3.883%, 08/25/34 (c)		3,515,965		2,625,442
5.432%, 08/25/35 (c)		9,597,212		7,695,634
5.500%, 03/25/22		445,789		302,997
5.875%, 07/25/36		494,398		364,619
6.500%, 08/25/36		1,607,132		1,180,187
WaMu Mortgage Pass-Through Certificates 4.919%, 08/25/35 (c)		1,516,942		889,818
5.647%, 03/25/37 (c)		5,326,725		2,668,078
5.706%, 02/25/37 (c)		2,121,049		1,156,987
Wells Fargo Mortgage Backed Securities Trust 5.500%, 03/25/36		1,610,181		1,406,446
6.099%, 09/25/36 (c)		1,366,946		876,053
				37,170,586
Commercial Banks—1.2%
Barclays Bank, Plc. (144A) 7.434%, 09/29/49 (c)		2,090,000		1,056,662
Royal Bank of Scotland Group, Plc. 7.640%, 03/31/49 (c)		2,000,000		796,568
UBS AG (Stamford Branch) 5.750%, 04/25/18		1,100,000		998,355
5.875%, 12/20/17		3,375,000		3,100,427
Wachovia Bank, N.A. 6.600%, 01/15/38		1,550,000		1,681,607
Wachovia Corp. 7.980%, 12/31/49 (c)		4,100,000		3,494,840
Wells Fargo & Co. 4.625%, 08/09/10		1,710,000		1,717,863
4.875%, 01/12/11 (b)		590,000		590,022
				13,436,344
Commercial Mortgage-Backed Securities—7.0%
Banc of America Commercial Mortgage, Inc. 4.988%, 11/10/42 (c)		3,630,000		3,358,877
7.333%, 10/15/09		3,180,948		3,172,008
Bear Stearns Commercial Mortgage Securities 4.361%, 06/11/41		1,822,144		1,795,251
4.674%, 06/11/41		930,000		785,698
5.742%, 09/11/42 (c)		3,875,000		3,026,875
5.920%, 10/15/36		834,200		825,146
Chase Commerical Mortgage Securities Corp. 7.319%, 10/15/32		1,398,396		1,391,605
Citigroup Commercial Mortgage Trust 5.700%, 06/10/17 (c)		1,750,000		801,542
Citigroup/Deutsche Bank Commercial Mortgage Trust 5.886%, 11/15/44		1,750,000		1,319,660
Credit Suisse Mortgage Capital Certificates 5.311%, 12/15/39		4,000,000		3,103,698

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Commercial Mortgage-Backed Securities—(Continued)
CS First Boston Mortgage Securities Corp. 3.936%, 05/15/38 (c)	$	4,000,000	$	3,402,539
4.940%, 12/15/35		4,405,000		3,963,086
5.183%, 11/15/36		2,890,000		2,641,564
5.603%, 07/15/35		3,850,000		3,577,465
First Union National Bank Commercial Mortgage 6.663%, 01/12/43		3,641,263		3,578,789
First Union National Bank Commercial Mortgage Trust (144A) 7.793%, 12/15/31 (c)		3,700,000		3,585,366
GE Business Loan Trust (144A) 2.495%, 04/15/31 (c)		462,544		179,462
GE Capital Commercial Mortgage Corp. 4.578%, 06/10/48		3,480,000		2,910,833
4.996%, 12/10/37		4,340,000		3,935,650
6.269%, 12/10/35		3,440,000		3,230,513
GMAC Commercial Mortgage Securities, Inc. 7.455%, 08/16/33		2,971,795		2,965,692
Greenwich Capital Commercial Funding Corp. 5.301%, 04/10/37 (c)		1,120,000		500,029
5.914%, 07/10/38		3,280,000		2,559,906
JPMorgan Chase Commercial Mortgage Securities Corp. 5.804%, 06/15/49 (c)		1,700,000		1,299,523
5.827%, 02/15/51 (c)		1,390,000		1,083,756
JPMorgan Commercial Mortgage Finance Corp. 7.351%, 09/15/29		584,999		582,584
LB-UBS Commercial Mortgage Trust 4.023%, 09/15/26		822,273		809,776
4.071%, 09/15/26		1,407,057		1,345,690
5.372%, 09/15/39		1,570,000		1,231,674
5.430%, 02/15/40 (c)		2,800,000		2,012,372
5.642%, 12/15/25 (c)		856,608		834,850
5.934%, 12/15/25		777,358		760,712
7.950%, 05/15/25 (c)		3,504,091		3,519,236
LB-UBS Commercial Mortgage Trust (144A) 6.155%, 07/14/16		1,924,291		1,890,841
Morgan Stanley Capital I 5.632%, 04/12/49 (c)		620,000		466,460
5.650%, 06/11/42 (c)		5,925,000		4,522,932
5.693%, 10/15/42		1,130,000		969,621
Salomon Brothers Mortgage Securities VII, Inc. 6.499%, 10/13/11		3,661,933		3,557,110
Wachovia Bank Commercial Mortgage Trust 5.368%, 11/15/48 (c)		430,000		120,796
5.632%, 10/15/48 (c)		430,000		126,278
				81,745,465
Computers & Peripherals—0.2%
International Business Machines Corp. 5.700%, 09/14/17		1,420,000		1,518,143
7.625%, 10/15/18		900,000		1,079,276
				2,597,419

Security Description	Face Amount		Value*
Consumer Finance—0.2%
SLM Corp. 4.000%, 01/15/09	$	700,000	$	696,803
5.125%, 08/27/12		1,700,000		1,272,211
5.400%, 10/25/11		890,000		673,226
				2,642,240
Diversified Financial Services—2.5%
AES Ironwood, LLC 8.857%, 11/30/25		118,328		102,945
AES Red Oak, LLC 9.200%, 11/30/29		50,000		43,000
Bank of America Corp. 5.650%, 05/01/18		785,000		789,658
5.750%, 12/01/17 (g)		920,000		918,566
7.800%, 09/15/16		925,000		941,637
8.000%, 12/29/49 (c)		1,925,000		1,384,629
8.125%, 12/29/49 (c)		920,000		688,160
Citigroup Capital XXI 8.300%, 12/21/57 (c)		875,000		674,832
Citigroup, Inc. 4.125%, 02/22/10 (g)		2,000,000		1,970,850
Credit Suisse Guernsey, Ltd. 5.860%, 05/29/49		2,070,000		966,137
Devon Financing Corp. 7.875%, 09/30/31		575,000		633,135
Gaz Capital S.A. (144A) 7.288%, 08/16/37		1,060,000		625,400
General Electric Capital Corp. 5.000%, 11/15/11		5,220,000		5,290,000
5.000%, 04/10/12		1,080,000		1,070,506
6.150%, 08/01/37		1,610,000		1,614,212
6.375%, 11/15/67 (b) (c)		1,700,000		1,068,567
GlaxoSmithKline Capital, Inc. 4.850%, 05/15/13 (b)		1,450,000		1,454,433
Goldman Sachs Capital II 5.793%, 12/29/49 (c)		1,510,000		580,479
Icahn Enterprises, L.P. 8.125%, 06/01/12		145,000		111,650
JPMorgan Chase & Co. 7.900%, 12/31/49 (c)		1,775,000		1,476,498
JPMorgan Chase Bank, N.A. 6.000%, 07/05/17		2,500,000		2,521,495
JPMorgan Chase Capital XXV 6.800%, 10/01/37		1,880,000		1,732,204
Lehman Brothers Holdings Capital Trust VII 5.857%, 11/29/49 (e)		305,000		31
Petrobras International Finance Co. 5.875%, 03/01/18		570,000		512,430
Telecom Italia Capital S.A. 5.250%, 10/01/15		975,000		742,219
Wind Acquisition Finance S.A. (144A) 10.750%, 12/01/15		295,000		253,700
ZFS Finance USA Trust I (144A) 6.500%, 05/09/37 (c)		900,000		369,000
				28,536,373

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Diversified Telecommunication Services—0.7%
AT&T, Inc. 6.500%, 09/01/37	$	2,850,000	$	3,069,421
Cincinnati Bell, Inc. 7.250%, 07/15/13		50,000		44,000
GTE Corp. 6.940%, 04/15/28		100,000		92,537
Qwest Communications International, Inc. 7.500%, 02/15/14		315,000		225,225
Qwest Communications International, Inc. (Series B) 7.500%, 02/15/14		155,000		110,825
Qwest Corp. 5.246%, 06/15/13 (c)		285,000		212,325
Verizon Communications, Inc. 8.750%, 11/01/18		3,400,000		3,988,955
Windstream Corp. 8.125%, 08/01/13		410,000		377,200
8.625%, 08/01/16		115,000		101,775
				8,222,263
Electric Utilities—0.5%
Elwood Energy, LLC 8.159%, 07/05/26		115,970		78,623
Florida Power & Light Co. 5.625%, 04/01/34		300,000		318,348
5.950%, 02/01/38		525,000		584,771
Florida Power Corp. 6.400%, 06/15/38		525,000		586,289
MidAmerican Energy Holdings Co. 5.950%, 05/15/37		1,125,000		1,020,097
6.500%, 09/15/37 (c)		725,000		707,705
PECO Energy Co. 4.750%, 10/01/12		650,000		632,681
Southern California Edison Co. 5.950%, 02/01/38 (b)		475,000		529,079
Texas Competitive Electric Holdings Co., LLC (144A) 10.250%, 11/01/15		1,365,000		969,150
				5,426,743
Energy Equipment & Services—0.1%
Tennessee Gas Pipeline Co. 7.000%, 10/15/28 (b)		190,000		145,376
Transocean, Ltd. 6.000%, 03/15/18		295,000		268,686
6.800%, 03/15/38		385,000		343,400
				757,462
Federal Agencies—27.5%
Federal Home Loan Bank 3.625%, 10/18/13 (b)		5,550,000		5,838,533
5.500%, 06/01/35		3,376,154		3,462,284
5.625%, 06/13/16		1,640,000		1,722,061

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal Home Loan Mortgage Corp. 4.500%, TBA	$	11,000,000	$	11,244,068
4.500%, TBA		1,400,000		1,418,375
5.000%, 06/01/36		921,721		943,075
5.000%, TBA		12,200,000		12,466,875
5.355%, 09/15/33 (c) (f)		34,539,235		3,090,650
5.500%, 07/01/33		2,943,572		3,026,145
5.500%, 10/01/35		656,531		672,870
5.500%, TBA		17,900,000		18,319,540
5.674%, 01/01/37 (c)		2,598,286		2,652,135
5.743%, 04/01/37 (c)		2,965,684		3,025,831
6.000%, 08/01/38		5,855,117		6,038,009
6.000%, 09/01/38		9,758,418		10,062,260
6.000%, TBA		2,000,000		2,070,000
Federal National Mortgage Association 4.000%, 04/01/23		1,147,011		1,160,786
4.000%, 05/01/23		1,833,064		1,854,832
4.000%, TBA		2,800,000		2,788,625
4.500%, 08/01/35		2,986,100		3,031,909
4.500%, TBA		9,600,000		9,725,504
4.919%, 06/01/38 (c)		3,438,824		3,478,189
5.000%, 06/01/23		1,269,706		1,302,130
5.000%, 09/01/33		16,415,795		16,803,805
5.000%, 03/01/34		9,143,842		9,359,969
5.000%, 08/01/34		4,718,241		4,829,763
5.000%, 07/01/35		200,149		204,630
5.000%, 12/01/35		299,033		305,728
5.000%, 02/01/36		3,883,926		3,970,873
5.000%, 05/01/36		1,557,378		1,592,242
5.000%, 07/01/36 (f)		5,755,240		551,512
5.000%, TBA		8,000,000		8,210,000
5.125%, 01/02/14		1,350,000		1,426,626
5.494%, 09/01/38 (c)		3,342,190		3,418,696
5.500%, 10/01/18		934,555		966,964
5.500%, 12/01/18		604,894		625,871
5.500%, 01/01/19		1,023,944		1,059,453
5.500%, 03/01/19		21,867		22,626
5.500%, 05/01/19		1,294,610		1,340,315
5.500%, 07/01/19		417,490		431,446
5.500%, 09/01/19		9,541,173		9,876,250
5.500%, 06/01/20		1,284,993		1,330,358
5.500%, 01/01/21		84,903		87,595
5.500%, 02/01/21		176,926		182,536
5.500%, 01/01/24		778,857		801,274
5.500%, 05/01/34		13,744,823		14,123,392
5.500%, 11/01/34		5,007,131		5,141,911
5.500%, 04/01/35		1,437,998		1,475,806
5.500%, 06/01/35		1,475,416		1,514,209
5.500%, 11/01/35 (f)		4,624,319		499,117
5.500%, 12/01/35		7,906,738		8,117,426
5.500%, 01/25/36 (f)		1,802,204		190,701
5.500%, 12/01/36 (c)		15,030,195		15,425,378
5.500%, 05/01/38		81,466		83,596
6.000%, 04/01/16		359,748		379,246
6.000%, 03/01/21		140,628		146,098
6.000%, 05/01/21		758,686		788,197

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 6.000%, 06/01/21	$	79,015	$	82,089
6.000%, 07/01/21		967,244		1,004,867
6.000%, 08/01/21		1,039,674		1,080,113
6.000%, 02/01/34		2,205,800		2,277,927
6.000%, 08/01/34		1,307,638		1,350,397
6.000%, 04/01/35		5,231,940		5,406,288
6.000%, 06/01/36		3,649,731		3,761,660
6.000%, 07/01/36		3,507,842		3,615,419
6.000%, 09/01/36		3,503,785		3,611,237
6.000%, 06/01/37		1,352,475		1,393,876
6.000%, 07/01/38		4,533,542		4,671,867
6.250%, 02/01/11		3,285,000		3,480,927
6.500%, 12/01/29 (c)		791,541		828,892
6.500%, TBA		4,200,000		4,361,440
7.000%, 04/01/37		2,537,555		2,671,935
7.500%, 11/01/37		784,668		823,631
9.000%, 04/01/16		26		26
Government National Mortgage Association 5.000%, 10/20/33		5,176,754		5,315,545
5.500%, 04/15/33		374,409		386,956
5.500%, TBA		9,100,000		9,337,454
5.500%, TBA		8,300,000		8,484,194
6.000%, 02/15/09		133		133
6.000%, 09/20/33		775,322		800,340
6.000%, 10/20/33		1,265,863		1,310,002
6.000%, 11/20/33		1,730,459		1,786,298
6.000%, TBA		11,900,000		12,240,669
6.500%, 07/15/14		20,747		21,872
6.500%, 07/15/31		4,424,075		4,665,604
6.500%, 10/15/32		427,650		451,018
6.500%, 06/15/34		4,341,217		4,578,372
6.500%, 08/15/34		3,331,928		3,491,458
6.500%, TBA		1,500,000		1,553,534
7.500%, 12/15/14		368,782		390,182
				319,914,517
Food Products—0.3%
Kraft Foods, Inc. 6.125%, 02/01/18		950,000		930,902
6.500%, 08/11/17		1,830,000		1,839,410
				2,770,312
Foreign Government—2.0%
Emirate of Abu Dhabi (144A) 5.500%, 08/02/12		4,600,000		5,089,440
Federal Republic of Germany 4.000%, 01/04/37 (EUR)		515,000		767,018
4.250%, 07/04/39 (EUR)		850,000		1,341,901
Israel Government AID Bond 5.500%, 12/04/23		3,175,000		3,932,841
Japan Government 1.000%, 11/20/21 (JPY) (c)		482,000,000		5,220,913
U.K. Treasury Bond 4.250%, 12/07/49 (GBP)		780,000		1,224,338

Security Description	Face Amount		Value*
Foreign Government—(Continued)
United Mexican States 7.250%, 12/15/16 (MXN)	$	17,000,000	$	1,176,380
10.000%, 12/05/24 (MXN)		56,820,000		4,713,083
				23,465,914
Gas Utilities—0.0%
CenterPoint Energy, Inc. 7.250%, 09/01/10		345,000		339,643
Health Care Providers & Services—0.1%
WellPoint, Inc. 5.950%, 12/15/34		700,000		581,537
Hotels, Restaurants & Leisure—0.0%
Harrah’s Operating Co., Inc. (144A) 10.000%, 12/15/18		275,000		100,375
10.750%, 02/01/18		1,118,000		145,340
				245,715
Independent Power Producers & Energy Traders—0.0%
NRG Energy, Inc. 7.375%, 02/01/16		170,000		158,100
Insurance—0.3%
American International Group, Inc. (144A) 8.175%, 05/15/58		2,450,000		953,111
Chubb Corp. 6.375%, 03/29/67 (c)		1,100,000		682,211
Lincoln National Corp. 6.050%, 04/20/67		675,000		270,000
7.000%, 05/17/66 (c)		640,000		268,800
The Progressive Corp. 6.700%, 06/15/37 (c)		1,040,000		511,247
The Travelers Cos., Inc. 6.250%, 03/15/67 (c)		735,000		481,452
				3,166,821
Media—0.6%
Comcast Corp. 6.500%, 11/15/35		555,000		552,358
6.950%, 08/15/37		450,000		473,874
7.050%, 03/15/33		275,000		286,850
CSC Holdings, Inc. 8.125%, 07/15/09		135,000		134,325
News America, Inc. 6.200%, 12/15/34		640,000		584,030
TCI Communications, Inc. 7.875%, 02/15/26		1,300,000		1,348,946
Time Warner Cable, Inc. 6.200%, 07/01/13		1,250,000		1,182,369
Time Warner Entertainment Co., L.P. 8.375%, 03/15/23		350,000		352,472
Time Warner, Inc. 6.875%, 05/01/12		1,875,000		1,801,305
				6,716,529

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Metals & Mining—0.1%
Freeport-McMoRan Copper & Gold, Inc. 8.250%, 04/01/15	$	485,000	$	412,250
8.375%, 04/01/17		965,000		791,300
Ispat Inland, U.L.C. 9.750%, 04/01/14		155,000		132,668
				1,336,218
Office Electronics—0.1%
Xerox Corp. 6.875%, 08/15/11		975,000		842,797
Oil, Gas & Consumable Fuels—0.3%
Anadarko Petroleum Corp. 5.950%, 09/15/16		1,140,000		1,006,972
Canadian Natural Resources, Ltd. 6.250%, 03/15/38		800,000		628,796
Newfield Exploration Co. 6.625%, 09/01/14		395,000		323,900
6.625%, 04/15/16		375,000		298,125
Sabine Pass LNG, L.P. 7.500%, 11/30/16		700,000		504,000
XTO Energy, Inc. 6.750%, 08/01/37		900,000		842,908
				3,604,701
Software—0.1%
Oracle Corp. 5.750%, 04/15/18		980,000		1,025,049
Wireless Telecommunication Services—0.1%
Rogers Communications, Inc. 7.500%, 03/15/15		240,000		237,630
Vodafone Group, Plc. 6.150%, 02/27/37		650,000		642,481
7.750%, 02/15/10		665,000		679,640
				1,559,751
Yankee—0.0%
Compton Petroleum Finance Corp. 7.625%, 12/01/13		35,000		10,500
Total Fixed Income (Identified Cost $623,445,719)				577,252,701

Short Term Investments—4.0%
Security Description	Shares/Face Amount		Value*
Mutual Funds—3.3%
State Street Navigator Securities Lending Prime Portfolio (i)		38,633,706	$	38,633,706
Repurchase Agreement—0.7%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $8,016,004 on 1/02/09, collateralized by $8,085,000 Federal Home Loan Bank 2.730% due 06/10/09 with a value of $8,176,361.	$	8,016,000		8,016,000
Total Short Term Investments (Identified Cost $46,649,706)				46,649,706
Total Investments—112.0% (Identified Cost $1,500,128,970) (j)				1,301,489,010
Liabilities in excess of other assets				(139,761,005	)
Total Net Assets—100%			$	1,161,728,005

(a) Non-Income Producing.

(b) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $38,179,917 and the collateral received consisted of cash in the amount of $38,633,706. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(c) Variable or Floating Rate Security. Rate disclosed is as of December 31, 2008.

(d) Zero Valued Security.

(e) Non-Income Producing; Defaulted Bond.

(f) Interest Only Certificate. This security receives monthly interest payments but is not entitled to principal payments.

(g) A portion or all of the security was pledged as collateral against open futures contracts.

(h) Security was valued in good faith under procedures established by the Board of Directors.

(i) Represents investment of cash collateral received from securities lending transactions.

(j) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,528,524,136 and the composition of unrealized appreciation and depreciation of investment securities was $30,459,412 and $(257,494,538), respectively.

(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2008, the market value of 144A securities was $15,400,743, which is 1.3% of total net assets.

(TBA)— A contract for the purchase or sale of a Mortgage Backed Security to be delivered at a future date but does not include a specified pool or precise amount to be delivered.

(EUR)— Euro

(GBP)— British Pound

(JPY)— Japanese Yen

(MXN)— Mexican Peso

*See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Schedule of Investments as of December 31, 2008

*See accompanying notes to financial statements.

Forward Contracts

Forward Currency Contracts	Delivery Date	Local Currency Amount	Aggregate Face Value		Valuation as of 12/31/2008		Unrealized Appreciation/ (Depreciation)
Euro (sold)	1/21/2009	560,000	$	715,998	$	778,715	$	(62,717	)
Euro (sold)	1/21/2009	1,427,000		1,812,304		1,984,332		(172,028	)
Japanese Yen (bought)	1/21/2009	229,036,000		2,552,784		2,523,197		(29,587	)
Japanese Yen (sold)	1/21/2009	675,443,000		6,752,674		7,441,084		(688,410	)
Mexican Peso (sold)	1/21/2009	6,395,000		475,175		458,803		16,372
Mexican Peso (sold)	1/21/2009	76,116,000		5,934,971		5,460,873		474,098
Pound Sterling (sold)	1/21/2009	205,000		301,217		299,474		1,743
Pound Sterling (sold)	1/21/2009	315,000		465,639		460,168		5,471
Pound Sterling (sold)	1/21/2009	325,000		487,543		474,776		12,767
Pound Sterling (sold)	1/21/2009	807,000		1,201,224		1,178,906		22,318
Net Unrealized Depreciation							$	(419,973	)

Futures Contracts

Futures Contracts—Long	Expiration Date	Number of Contracts		Contract Amount			Valuation as of 12/31/2008			Unrealized Appreciation/ (Depreciation)
Eurodollar Futures	6/15/2009	278		$	67,732,028		$	68,714,650		$	982,622
German Bond Futures	3/6/2009	54			9,234,491			9,370,822			136,331
United Kingdom Long GILT Bond Futures	3/27/2009	70			11,643,432			12,426,333			782,901
U.S. Treasury Bonds Futures	3/20/2009	137			17,857,582			18,912,422			1,054,840
U.S. Treasury Notes 5 Year Futures	3/31/2009	649			75,527,478			77,266,493			1,739,015
Futures Contracts—Short
U.S. Treasury Notes 2 Year Futures	3/31/2009	(233	)		(50,316,347	)		(50,808,563	)		(492,216	)
U.S. Treasury Notes 10 Year Futures	3/20/2009	(265	)		(32,331,500	)		(33,323,750	)		(992,250	)
Net Unrealized Appreciation										$	3,211,243

TBA Sale Commitments

Federal Agencies	Face Amount			Value
Federal Home Loan Mortgage Corp.
6.000% (30 Year TBA)	$	(6,900,000	)	$	(7,107,000	)
Federal National Mortgage Association
5.000% (30 Year TBA)		(31,600,000	)		(32,176,613	)
5.500% (15 Year TBA)		(11,800,000	)		(12,150,318	)
5.500% (30 Year TBA)		(27,600,000	)		(28,214,688	)
6.000% (15 Year TBA)		(2,900,000	)		(3,006,938	)
6.000% (30 Year TBA)		(4,700,000	)		(4,838,063	)
Government National Mortgage Association
5.500% (30 Year TBA)		(6,800,000	)		(7,001,878	)
6.000% (30 Year TBA)		(15,900,000	)		(16,401,836	)
6.500% (30 Year TBA)		(1,500,000	)		(1,556,627	)
Total TBA Sale Commitments (Proceeds Cost $(111,478,222))				$	(112,453,961	)

MSF-12

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		TBA Sale Commitments			Other Financial Instruments*
Level 1 - Quoted Prices	$	729,912,794	$	0		$	3,211,243
Level 2 - Other Significant Observable Inputs		571,213,858		(112,453,961	)		(419,973	)
Level 3 - Significant Unobservable Inputs		362,358		0			0
Total	$	1,301,489,010	$	(112,453,961	)	$	2,791,270

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments In Securities			TBA Sale Commitments		Other Financial Instruments
Balance as of January 1, 2008	$	1,325,000		$	0	$	0
Transfers In (Out) of Level 3		0			0		0
Accrued discounts/premiums		(20,790	)		0		0
Realized Gain (Loss)		0			0		0
Change in unrealized appreciation (depreciation)		(941,288	)		0		0
Net Purchases (Sales)		(564	)		0		0
Balance as of December 31, 2008	$	362,358		$	0	$	0

MSF-13

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	1,301,489,010
Cash				4,373
Foreign cash at value (c)				251,829
Receivable for:
Securities sold				315,164,747
Fund shares sold				7,038
Open forward currency contracts—net				323,939
Accrued interest and dividends				5,164,033
Foreign taxes				84,615
Total Assets				1,622,489,584
Liabilities
TBA sales commitments at value (d)	$	112,453,961
Payable for:
Securities purchased		306,380,332
Fund shares redeemed		1,355,401
Futures variation margin		343,424
Open forward currency contracts—net		743,912
Collateral for securities loaned		38,633,706
Interest (Short)		334,996
Accrued expenses:
Management fees		447,691
Service and distribution fees		17,621
Other expenses		50,535
Total Liabilities				460,761,579
Net Assets			$	1,161,728,005
Net assets consists of:
Capital paid in			$	1,467,494,597
Undistributed net investment income				48,434,103
Accumulated net realized losses				(157,369,662	)
Unrealized depreciation on investments, futures contracts, and foreign currency				(196,831,033	)
Net Assets			$	1,161,728,005
Computation of offering price:
Class A
Net asset value and redemption price per share ($1,058,178,126 divided by 80,294,061 shares outstanding)			$	13.18
Class B
Net asset value and redemption price per share ($59,980,197 divided by 4,576,163 shares outstanding)			$	13.11
Class E
Net asset value and redemption price per share ($43,569,682 divided by 3,313,992 shares outstanding)			$	13.15
(a) Identified cost of investments			$	1,500,128,970
(b) Includes cash collateral for securities loaned of			$	38,633,706
(c) Identified cost of foreign cash			$	299,466
(d) Proceeds of TBA sales commitments			$	111,478,222

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	18,155,129
Interest					36,736,204	(a)
					54,891,333
Expenses
Management fees	$	6,768,709
Service and distribution fees—Class B		176,066
Service and distribution fees—Class E		87,822
Directors’ fees and expenses		31,905
Custodian		215,957
Audit and tax services		39,291
Legal		26,112
Printing		321,338
Insurance		21,168
Miscellaneous		23,250
Total expenses					7,711,618
Net Investment Income					47,179,715
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(155,873,367	)
Futures contracts—net		3,989,991
Foreign currency transactions—net		(427,319	)
Options—net		56,815			(152,253,880	)
Change in unrealized appreciation (depreciation) on:
Investments—net		(323,730,448	)
Futures contracts—net		2,840,536
Foreign currency transactions—net		(330,998	)
Options—net		(9,098	)		(321,230,008	)
Net loss					(473,483,888	)
Net Decrease in Net Assets From Operations				$	(426,304,173	)

(a) Includes income on securities loaned of $428,626.

See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	47,179,715		$	42,441,930
Net realized gain (loss)		(152,253,880	)		64,437,134
Unrealized depreciation		(321,230,008	)		(6,417,080	)
Increase (decrease) in net assets from operations		(426,304,173	)		100,461,984
From Distributions to Shareholders
Net investment income
Class A		(39,625,297	)		(40,533,989	)
Class B		(1,690,116	)		(1,503,984	)
Class E		(1,607,411	)		(1,827,170	)
		(42,922,824	)		(43,865,143	)
Net realized gain
Class A		(15,424,612	)		0
Class B		(731,543	)		0
Class E		(665,928	)		0
		(16,822,083	)		0
Total distributions		(59,744,907	)		(43,865,143	)
Increase (decrease) in net assets from capital share transactions		(187,207,258	)		22,239,497
Net increase (decrease) in net assets		(673,256,338	)		78,836,338
Net Assets
Beginning of the period		1,834,984,343			1,756,148,005
End of the period	$	1,161,728,005		$	1,834,984,343
Undistributed Net Investment Income
End of the period	$	48,434,103		$	42,985,221

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	768,618		$	11,711,388		15,428,384		$	276,471,148
Reinvestments	3,316,260			55,049,909		2,270,812			40,533,989
Redemptions	(16,666,765	)		(252,581,475	)	(16,923,992	)		(303,258,831	)
Net increase (decrease)	(12,581,887	)	$	(185,820,178	)	775,204		$	13,746,306
Class B
Sales	1,180,845		$	18,894,094		1,483,082		$	26,479,747
Reinvestments	146,412			2,421,659		84,589			1,503,984
Redemptions	(906,167	)		(13,446,795	)	(721,595	)		(12,859,245	)
Net increase	421,090		$	7,868,958		846,076		$	15,124,486
Class E
Sales	124,009		$	1,939,820		289,023		$	5,161,012
Reinvestments	137,113			2,273,339		102,535			1,827,170
Redemptions	(908,928	)		(13,469,197	)	(761,913	)		(13,619,477	)
Net decrease	(647,806	)	$	(9,256,038	)	(370,355	)	$	(6,631,295	)
Increase (decrease) derived from capital share transactions			$	(187,207,258	)			$	22,239,497

See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	18.18		$	17.61		$	16.33		$	16.11		$	15.13
Income From Investment Operations
Net investment income		0.49	(a)		0.41	(a)		0.46			0.39			0.32
Net realized and unrealized gain (loss) of investments		(4.87	)		0.62			1.23			0.09			0.95
Total from investment operations		(4.38	)		1.03			1.69			0.48			1.27
Less Distributions
Distributions from net investment income		(0.45	)		(0.46	)		(0.41	)		(0.26	)		(0.29	)
Distributions from net realized capital gains		(0.17	)		0.00			0.00			0.00			0.00
Total distributions		(0.62	)		(0.46	)		(0.41	)		(0.26	)		(0.29	)
Net Asset Value, End of Period	$	13.18		$	18.18		$	17.61		$	16.33		$	16.11
Total Return (%)		(24.8	)		5.9			10.5			3.1			8.5
Ratio of operating expenses to average net assets before expense reductions (%)		0.49			0.50			0.52			0.50			0.50
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			0.51			0.49			0.49
Ratio of net investment income to average net assets (%)		3.15			2.32			2.46			2.22			1.99
Portfolio turnover rate (%)		501			372			265			443			232
Net assets, end of period (000)	$	1,058,178		$	1,688,044		$	1,622,051		$	1,705,344		$	1,875,196

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004(c)
Net Asset Value, Beginning of Period	$	18.08		$	17.52		$	16.25		$	16.03		$	14.97
Income From Investment Operations
Net investment income		0.45	(a)		0.37	(a)		0.34			0.25			0.11
Net realized and unrealized gain (loss) of investments		(4.85	)		0.61			1.30			0.19			0.95
Total from investment operations		(4.40	)		0.98			1.64			0.44			1.06
Less Distributions
Distributions from net investment income		(0.40	)		(0.42	)		(0.37	)		(0.22	)		0.00
Distributions from net realized capital gains		(0.17	)		0.00			0.00			0.00			0.00
Total distributions		(0.57	)		(0.42	)		(0.37	)		(0.22	)		0.00
Net Asset Value, End of Period	$	13.11		$	18.08		$	17.52		$	16.25		$	16.03
Total Return (%)		(25.0	)		5.6			10.3			2.8			7.1	(d)
Ratio of operating expenses to average net assets before expense reductions (%)		0.74			0.75			0.77			0.75			0.75	(e)
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			0.76			0.74			0.74	(e)
Ratio of net investment income to average net assets (%)		2.94			2.07			2.22			2.01			2.27	(e)
Portfolio turnover rate (%)		501			372			265			443			232
Net assets, end of period (000)	$	59,980		$	75,109		$	57,973		$	40,749		$	20,413

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-16

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	18.13		$	17.57		$	16.30		$	16.07		$	15.11
Income From Investment Operations
Net investment income		0.47	(a)		0.39	(a)		0.40			0.33			0.29
Net realized and unrealized gain (loss) of investments		(4.86	)		0.61			1.25			0.13			0.94
Total from investment operations		(4.39	)		1.00			1.65			0.46			1.23
Less Distributions
Distributions from net investment income		(0.42	)		(0.44	)		(0.38	)		(0.23	)		(0.27	)
Distributions from net realized capital gains		(0.17	)		0.00			0.00			0.00			0.00
Total distributions		(0.59	)		(0.44	)		(0.38	)		(0.23	)		(0.27	)
Net Asset Value, End of Period	$	13.15		$	18.13		$	17.57		$	16.30		$	16.07
Total Return (%)		(24.9	)		5.7			10.3			3.0			8.3
Ratio of operating expenses to average net assets before expense reductions (%)		0.64			0.65			0.67			0.65			0.65
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			0.66			0.64			0.64
Ratio of net investment income to average net assets (%)		2.99			2.16			2.31			2.07			1.88
Portfolio turnover rate (%)		501			372			265			443			232
Net assets, end of period (000)	$	43,570		$	71,831		$	76,124		$	80,444		$	85,223

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) Commencement of operations was April 26, 2004 for Class B.

(d) Periods less than one year are not computed on an annualized basis.

(e) Computed on an annualized basis.

See accompanying notes to financial statements.

MSF-17

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The BlackRock Diversified Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-18

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-19

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad market or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad market or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

Mortgage Dollar Rolls:

The Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Dollar rolls are accounted for as purchase and sale transactions; gain/loss is recognized at the end of the term of the dollar roll. The average monthly balance of dollar rolls outstanding during the year ended December 31, 2008 was $401,140,851.

MSF-20

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

A Portfolio that enters into mortgage dollar rolls is subject to the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Portfolio’s use of proceeds from the dollar roll may be restricted pending a court determination, a determination by the other party, or its trustee or receiver, whether to enforce the Portfolio’s obligation to repurchase the securities.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

High Yield Securities:

The Portfolio may invest in high yield instruments that are subject to certain credit and market risks. The yields of high yield instruments reflect, among other things, perceived credit risk. The Portfolio’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading.

Mortgage-Backed Securities:

The Portfolio invests a significant portion of its assets in securities of issuers that hold mortgage and asset backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain issuers held by the Portfolio. At December 31, 2008, the Portfolio held securities of issuers that hold mortgage and asset backed securities and direct investments in mortgage and asset backed securities (excluding federal agencies) with an aggregate value of $142,507,855 (representing 12.2% of the Portfolio’s total net assets).

TBA Purchase & Sale Commitments:

The Portfolio may enter into to-be-announced (“TBA”) commitments to purchase or sell securities for a fixed price at a future date. TBA commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased or sold declines or increases prior to settlement date, which is in addition to the risk of decline in the value of the Portfolio’s other assets. Unsettled TBA commitments are valued at the current market value of the underlying securities, according to the procedures described under “Investment Valuation”.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $81,144,186 in capital loss carryforwards expiring on December 31, 2016.

MSF-21

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$42,969,274	$	43,865,143	$	16,775,633	$	—	$	—	$	—	$	59,744,907	$	43,865,143

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	48,014,130	$	—	$	(227,098,237	)	$	(81,144,186	)	$	(260,228,293	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(45,538,299	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	6,534,285,870	$	1,008,028,575	$	6,829,505,826	$	918,543,829

Options Written:

The Portfolio transactions in options written during the year ended December 31, 2008 were as follows:

Call Options	Number of contracts		Premiums received
Options outstanding December 31, 2007	68		$	38,848
Options written	34			17,967
Options closed	0			0
Options expired	(102	)		(56,815	)
Options outstanding December 31, 2008	0		$	0

MSF-22

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$6,768,709	0.500%	Of the first $500 million
	0.450%	Of the next $500 million
	0.400%	On amounts in excess of $1 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio

MSF-23

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. SUBSEQUENT EVENTS:

On November 13, 2008, the Board approved the acquisition of the Met Investors Series Trust Legg Mason Partners Managed Assets Portfolio (“MIST Legg Mason Managed Assets Portfolio”) by the Portfolio, subject to the approval of shareholders of MIST Legg Mason Managed Assets Portfolio. On or about April 30, 2009, the shareholders of MIST Legg Mason Managed Assets Portfolio will consider the approval of a proposed Agreement and Plan of Reorganization providing for the acquisition of all the assets of MIST Legg Mason Managed Assets Portfolio by the Portfolio in exchange for shares of the Portfolio and the assumption by the Portfolio of the liabilities of MIST Legg Mason Managed Assets Portfolio. If approved by shareholders, the reorganization will close on or about May 1, 2009.

8. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-24

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the BlackRock Diversified Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the BlackRock Diversified Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2009

MSF-25

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-26

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-27

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-28

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-29

Metropolitan Series Fund, Inc.

BlackRock Diversified Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-30

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-31

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. BlackRock Large Cap Value Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the BlackRock Large Cap Value Portfolio returned -34.9%, compared to its benchmark, the Russell 1000 Value Index¹, which returned -36.8%. The average return of its peer group, the Lipper Variable Insurance Products² Large-Cap Value Funds Universe, was -37.1% over the same period.

PORTFOLIO REVIEW

2008 will turn out to be a year investors would like to forget, but instead will vividly remember. For much of the first half of the year, equity markets held together as the hope of global decoupling kept investors from panicking, despite substantial deterioration in credit markets. The seminal event appears to have been the September Lehman Brothers bankruptcy, which drove fear higher and confidence lower, causing a massive decline in economic activity in the U.S. and globally. Although at times somewhat erratic, monetary and fiscal policy efforts became aggressive, attempting to fight off systemic collapse and growing deflationary forces. As a result, risk premia of all types rose substantially and geographic and other correlations increased. The price of risk assets, including equities, low-quality bonds and commodities collapsed in record time, as volatility levels soared. By contrast, high-quality assets, especially Treasury instruments, soared as returns on cash fell to near zero. Most governments have announced, or are in the process of announcing, massive stimulus packages in an effort to stem economic decline and encourage eventual recovery. Defensive stocks (consumer staples and healthcare) declined the least as financial stocks crumbled. Oil prices soared to $150 and then collapsed to below $40, less than half the level where they started the year. The U.S. equity market noticeably outperformed by falling less than many other markets, and the U.S. dollar enjoyed a second half rally. The year ends with uncertainty high, expectations low and problems significant.

Looking at the Portfolio broadly, the relative performance was driven primarily by security selection. From a sector standpoint, our positioning in financials was the largest contributor to positive relative performance during the year. The Portfolio has remained underweight in large money center banks and those with big capital markets operations. Even though these firms account for a sizeable portion of the sector, we are not convinced that they have figured out which business model will succeed in what has become a game-changing regulatory environment. Instead, we stuck to our long-standing focus on property and casualty insurers and selected life insurers, where we see good value. Also contributing to relative performance was our security selection in the consumer discretionary sector. We continue to focus on companies in the sector that are positioned to benefit from an increasingly cost-conscious consumer, such as large discounters and dollar stores.

Detracting from relative performance for the year was the Portfolio’s underweight in consumer staples and security selection in materials. The underweight in the consumer staples sector is predicated on our belief that the stocks have been overvalued given our expectations for future earnings growth. In materials, the metals & mining industry was the largest drag on performance as commodity prices fell.

At period-end, the Portfolio’s largest overweights versus the benchmark were in the healthcare, energy and information technology sectors. The Portfolio continued to be underweight in financials, utilities and telecommunication services.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 1000^® Value Index is an unmanaged measure of the largest capitalized U.S. domiciled companies with a less than average growth orientation. Companies in this Index generally have a low price-to-book and price-to-earnings ratio, higher divided yields and lower forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 VALUE INDEX

Average Annual Returns as of December 31, 2008

	BlackRock Large Cap Value Portfolio						Russell 1000 Value Index
	Class A		Class B		Class E
1 Year	-34.9	%	-35.1	%	-35.0	%	-36.8	%
5 Year	-0.7		-1.0		-0.9		-0.8
Since Inception	0.7		3.4		0.6		0.7

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 5/1/02, 7/30/02, 5/1/02, respectively. Index since inception return is based on the Class A inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION as of December 31, 2008

Top Holdings

	% of Total Net Assets
Exxon Mobil Corp.	8.2%
Chevron Corp.	4.4%
Johnson & Johnson	3.7%
Pfizer, Inc.	3.7%
Procter & Gamble Co.	2.9%
ConocoPhillips	2.8%
Amgen, Inc.	2.4%
Eli Lilly & Co.	1.9%
General Electric Co.	1.9%
AT&T, Inc.	1.8%

Top Sectors

	% of Total Market Value
Energy	27.0%
Health Care	19.6%
Financials	13.7%
Industrials	10.2%
Consumer Discretionary	8.9%
Information Technology	8.0%
Consumer Staples	7.3%
Telecommunication Services	3.6%
Materials	1.3%
Cash	0.4%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
BlackRock Large Cap Value—Class A	Actual	0.73	%	$	1,000.00	$	727.73	$	3.17
	Hypothetical	0.73	%	$	1,000.00	$	1,021.42	$	3.71
BlackRock Large Cap Value—Class B	Actual	0.98	%	$	1,000.00	$	725.97	$	4.25
	Hypothetical	0.98	%	$	1,000.00	$	1,020.15	$	4.98
BlackRock Large Cap Value—Class E	Actual	0.88	%	$	1,000.00	$	726.43	$	3.82
	Hypothetical	0.88	%	$	1,000.00	$	1,020.66	$	4.47

* Expenses paid are equal to the Portfolio's annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—99.6% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—5.1%
General Dynamics Corp.	142,000	$	8,177,780
L-3 Communications Holdings, Inc.	63,000		4,648,140
Lockheed Martin Corp.	13,100		1,101,448
Northrop Grumman Corp.	152,000		6,846,080
Raytheon Co.	137,000		6,992,480
			27,765,928
Airlines—1.1%
Southwest Airlines Co.	664,000		5,723,680
Biotechnology—2.4%
Amgen, Inc. (a)	221,000		12,762,750
Commercial & Professional Services—0.8%
R.R. Donnelley & Sons Co.	9,000		122,220
Waste Management, Inc.	125,000		4,142,500
			4,264,720
Commercial Banks—0.5%
Wells Fargo & Co.	97,000		2,859,560
Communications Equipment—0.4%
Tellabs, Inc. (a)	572,000		2,356,640
Computers & Peripherals—2.0%
Hewlett-Packard Co.	115,000		4,173,350
Lexmark International, Inc. (Class A) (a) (b)	19,000		511,100
QLogic Corp. (a)	275,000		3,696,000
Western Digital Corp. (a)	208,000		2,381,600
			10,762,050
Consumer Finance—1.3%
Capital One Financial Corp.	224,000		7,143,360
Diversified Financial Services—0.6%
JPMorgan Chase & Co.	99,000		3,121,470
Diversified Telecommunication Services—3.6%
AT&T, Inc.	345,000		9,832,500
CenturyTel, Inc. (b)	93,000		2,541,690
Embarq Corp.	160,000		5,753,600
Verizon Communications, Inc.	32,000		1,084,800
			19,212,590
Electronic Equipment, Instruments & Components—0.8%
Arrow Electronics, Inc.	133,000		2,505,720
Ingram Micro, Inc. (a)	104,000		1,392,560
Jabil Circuit, Inc.	90,000		607,500
			4,505,780
Energy Equipment & Services—2.7%
ENSCO International, Inc.	152,000		4,315,280
Nabors Industries, Ltd. (a) (b)	445,000		5,326,650
Rowan Cos., Inc.	8,000		127,200
Tidewater, Inc. (b)	123,000		4,953,210
			14,722,340

Security Description	Shares	Value*
Food & Staples Retailing—2.1%
BJ's Wholesale Club, Inc. (a) (b)	133,000	$	4,556,580
The Kroger Co.	248,000		6,549,680
			11,106,260
Food Products—2.1%
General Mills, Inc.	104,000		6,318,000
H.J. Heinz Co.	129,000		4,850,400
			11,168,400
Health Care Providers & Services—6.1%
Aetna, Inc.	214,000		6,099,000
AmerisourceBergen Corp.	106,900		3,812,054
Cigna Corp.	195,000		3,285,750
Community Health Systems, Inc. (a)	55,000		801,900
Humana, Inc. (a)	155,000		5,778,400
LifePoint Hospitals, Inc. (a) (b)	6,000		137,040
Lincare Holdings, Inc. (a)	5,000		134,650
McKesson Corp. (b)	131,000		5,073,630
Omnicare, Inc. (b)	5,000		138,800
WellPoint, Inc. (a)	184,000		7,751,920
			33,013,144
Health Care Technology—0.2%
IMS Health, Inc.	64,000		970,240
Hotels, Restaurants & Leisure—1.1%
McDonald's Corp.	91,000		5,659,290
Household Durables—3.3%
Jarden Corp. (a) (b)	8,000		92,000
M.D.C. Holdings, Inc. (b)	136,000		4,120,800
NVR, Inc. (a) (b)	8,000		3,650,000
Pulte Homes, Inc. (b)	438,000		4,787,340
Toll Brothers, Inc. (a) (b)	241,000		5,164,630
			17,814,770
Household Products—2.9%
Procter & Gamble Co.	255,000		15,764,100
Industrial Conglomerates—1.9%
General Electric Co.	624,000		10,108,800
Insurance—11.2%
American Financial Group, Inc.	74,000		1,693,120
HCC Insurance Holdings, Inc.	216,000		5,778,000
Lincoln National Corp.	306,000		5,765,040
PartnerRe, Ltd.	82,000		5,844,140
Prudential Financial, Inc.	216,000		6,536,160
RenaissanceRe Holdings, Ltd.	12,000		618,720
The Allstate Corp.	230,000		7,534,800
The Chubb Corp.	137,000		6,987,000
The Travelers Cos., Inc.	196,000		8,859,200
Transatlantic Holdings, Inc.	23,500		941,410
Unum Group	298,000		5,542,800
W.R. Berkley Corp.	148,000		4,588,000
			60,688,390

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
IT Services—0.1%
Affiliated Computer Services, Inc. (Class A) (a)	13,000	$	597,350
Computer Sciences Corp. (a)	5,000		175,700
			773,050
Leisure Equipment & Products—0.6%
Hasbro, Inc. (b)	108,000		3,150,360
Machinery—0.5%
AGCO Corp. (a)	105,000		2,476,950
Dover Corp.	14,000		460,880
			2,937,830
Media—0.0%
Warner Music Group Corp. (a) (b)	35,000		105,700
Metals & Mining—1.3%
Reliance Steel & Aluminum Co.	99,000		1,974,060
United States Steel Corp. (b)	131,000		4,873,200
			6,847,260
Multiline Retail—0.9%
Family Dollar Stores, Inc. (b)	190,000		4,953,300
Office Electronics—0.4%
Xerox Corp.	251,000		2,000,470
Oil, Gas & Consumable Fuels—24.4%
Anadarko Petroleum Corp.	200,000		7,710,000
Apache Corp.	110,000		8,198,300
Chevron Corp.	322,000		23,818,340
ConocoPhillips (b)	291,000		15,073,800
Devon Energy Corp.	112,000		7,359,520
Exxon Mobil Corp.	556,000		44,385,480
Marathon Oil Corp.	304,000		8,317,440
Occidental Petroleum Corp.	77,000		4,619,230
Sunoco, Inc. (b)	129,000		5,606,340
Valero Energy Corp.	313,000		6,773,320
			131,861,770
Pharmaceuticals—11.0%
Bristol-Myers Squibb Co.	244,000		5,673,000
Eli Lilly & Co.	255,000		10,268,850
Endo Pharmaceuticals Holdings, Inc. (a)	8,000		207,040
Forest Laboratories, Inc. (a)	7,000		178,290
Johnson & Johnson	337,000		20,162,710
King Pharmaceuticals, Inc. (a)	94,900		1,007,838
Pfizer, Inc.	1,115,000		19,746,650
Watson Pharmaceuticals, Inc. (a)	5,000		132,850
Wyeth	48,000		1,800,480
			59,177,708
Professional Services—0.1%
Manpower, Inc.	20,000		679,800

Security Description	Shares		Value*
Road & Rail—0.7%
CSX Corp.		108,000	$	3,506,760
Semiconductors & Semiconductor Equipment—1.6%
Integrated Device Technology, Inc. (a)		237,000		1,329,570
Intersil Corp.		210,000		1,929,900
KLA-Tencor Corp. (b)		173,000		3,769,670
Novellus Systems, Inc. (a) (b)		143,000		1,764,620
				8,793,760
Software—2.6%
CA, Inc.		48,000		889,440
Compuware Corp. (a)		80,000		540,000
McAfee, Inc. (a)		126,600		4,376,562
Symantec Corp. (a)		517,000		6,989,840
Synopsys, Inc. (a)		57,400		1,063,048
				13,858,890
Specialty Retail—3.0%
Foot Locker, Inc. (b)		10,000		73,400
Limited Brands, Inc.		571,000		5,732,840
RadioShack Corp. (b)		454,000		5,420,760
The Gap, Inc.		383,000		5,128,370
				16,355,370
Tobacco—0.2%
Reynolds American, Inc.		32,000		1,289,920
Trading Companies & Distributors—0.0%
United Rentals, Inc. (a) (b)		10,000		91,200
Total Common Stock (Identified Cost $656,682,259)				537,877,410
Short Term Investments—4.7%
Security Description	Shares/Face Amount		Value*
Mutual Funds—3.9%
State Street Navigator Securities Lending Prime Portfolio (c)		21,170,957		21,170,957
Repurchase Agreement—0.8%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $3,922,002 on 01/02/09, collateralized by $4,005,000 U.S. Treasury Bill due 02/26/09 with a value of $4,004,600.	$	3,922,000		3,922,000
Total Short Term Investments (Identified Cost $25,092,957)				25,092,957
Total Investments—104.3% (Identified Cost $681,775,216) (d)				562,970,367
Liabilities in excess of other assets				(23,040,492	)
Total Net Assets—100%			$	539,929,875

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Schedule of Investments as of December 31, 2008

(a) Non-Income Producing.

(b) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $20,923,871 and the collateral received consisted of cash in the amount of $21,170,957. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $699,952,487 and the composition of unrealized appreciation and depreciation of investment securities was $9,562,846 and $(146,544,966), respectively.

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	559,048,367	$	0
Level 2 - Other Significant Observable Inputs		3,922,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	562,970,367	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	562,970,367
Cash				192
Receivable for:
Securities sold				7,541,106
Fund shares sold				316,674
Accrued interest and dividends				764,359
Total Assets				571,592,698
Liabilities
Payable for:
Securities purchased	$	9,950,544
Fund shares redeemed		180,963
Collateral for securities loaned		21,170,957
Accrued expenses:
Management fees		290,245
Service and distribution fees		33,675
Other expenses		36,439
Total Liabilities				31,662,823
Net Assets			$	539,929,875
Net assets consists of:
Capital paid in			$	786,994,483
Undistributed net investment income				8,081,808
Accumulated net realized losses				(136,341,567	)
Unrealized depreciation on investments				(118,804,849	)
Net Assets			$	539,929,875
Computation of offering price:
Class A
Net asset value and redemption price per share ($345,230,331 divided by 39,881,904 shares outstanding)			$	8.66
Class B
Net asset value and redemption price per share ($134,467,357 divided by 15,611,630 shares outstanding)			$	8.61
Class E
Net asset value and redemption price per share ($60,232,187 divided by 6,976,686 shares outstanding)			$	8.63
(a) Identified cost of investments			$	681,775,216
(b) Includes cash collateral for securities loaned of			$	21,170,957

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends			$	12,846,281
Interest				209,802	(a)
				13,056,083
Expenses
Management fees	$	4,111,680
Service and distribution fees—Class B		378,933
Service and distribution fees—Class E		125,654
Directors’ fees and expenses		31,905
Custodian		68,369
Audit and tax services		36,941
Legal		10,886
Printing		133,249
Insurance		7,221
Miscellaneous		12,396
Total expenses				4,917,234
Net Investment Income				8,138,849
Realized and Unrealized Loss
Realized loss on:
Investments—net				(129,273,044	)
Change in unrealized depreciation on:
Investments—net				(142,069,908	)
Net loss				(271,342,952	)
Net Decrease in Net Assets From Operations			$	(263,204,103	)

(a) Includes income on securities loaned of $188,966.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	8,138,849		$	4,378,141
Net realized gain (loss)		(129,273,044	)		3,307,732
Change in unrealized depreciation		(142,069,908	)		(4,793,424	)
Increase (decrease) in net assets from operations		(263,204,103	)		2,892,449
From Distributions to Shareholders
Net investment income
Class A		(2,961,716	)		(518,185	)
Class B		(766,021	)		(1,134,029	)
Class E		(589,033	)		(1,065,888	)
		(4,316,770	)		(2,718,102	)
Net realized gain
Class A		(5,743,934	)		(1,970,563	)
Class B		(2,262,707	)		(5,371,717	)
Class E		(1,449,927	)		(4,641,772	)
		(9,456,568	)		(11,984,052	)
Total distributions		(13,773,338	)		(14,702,154	)
Increase in net assets from capital share transactions		170,270,857			389,343,171
Net increase (decrease) in net assets		(106,706,584	)		377,533,466
Net Assets
Beginning of the period		646,636,459			269,102,993
End of the period	$	539,929,875		$	646,636,459
Undistributed Net Investment Income
End of the period	$	8,081,808		$	4,290,705

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	14,355,442		$	163,039,898		25,075,646		$	347,828,727
Reinvestments	692,023			8,705,650		179,305			2,488,748
Redemptions	(2,406,003	)		(25,982,888	)	(1,502,776	)		(20,751,708	)
Net increase	12,641,462		$	145,762,660		23,752,175		$	329,565,767
Class B
Sales	6,285,369		$	70,187,731		5,888,414		$	81,721,981
Reinvestments	241,525			3,028,728		470,408			6,505,746
Redemptions	(3,050,251	)		(34,475,668	)	(2,299,463	)		(31,784,678	)
Net increase	3,476,643		$	38,740,791		4,059,359		$	56,443,049
Class E
Sales	1,106,830		$	11,991,811		3,380,179		$	47,119,568
Reinvestments	162,338			2,038,960		412,105			5,707,660
Redemptions	(2,497,411	)		(28,263,365	)	(3,569,274	)		(49,492,873	)
Net increase (decrease)	(1,228,243	)	$	(14,232,594	)	223,010		$	3,334,355
Increase derived from capital share transactions			$	170,270,857				$	389,343,171

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	13.61		$	13.81		$	12.56		$	12.11		$	10.67
Income From Investment Operations
Net investment income		0.16	(a)		0.15	(a)		0.20			0.19			0.15
Net realized and unrealized gain (loss) of investments		(4.82	)		0.33			2.10			0.51			1.29
Total from investment operations		(4.66	)		0.48			2.30			0.70			1.44
Less Distributions
Distributions from net investment income		(0.10	)		(0.14	)		(0.18	)		(0.12	)		0.00
Distributions from net realized capital gains		(0.19	)		(0.54	)		(0.87	)		(0.13	)		0.00
Total distributions		(0.29	)		(0.68	)		(1.05	)		(0.25	)		0.00
Net Asset Value, End of Period	$	8.66		$	13.61		$	13.81		$	12.56		$	12.11
Total Return (%)		(34.9	)		3.4			19.3			6.0			13.4
Ratio of operating expenses to average net assets before expense reductions (%)		0.72			0.74			0.84			0.85			0.93
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			0.82			0.83			0.89
Ratio of net investment income to average net assets (%)		1.42			1.10			1.69			1.59			1.31
Portfolio turnover rate (%)		85			66			96			109			31
Net assets, end of period (000)	$	345,230		$	370,865		$	48,176		$	38,850		$	37,259

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	13.55		$	13.75		$	12.50		$	12.07		$	10.66
Income From Investment Operations
Net investment income		0.13	(a)		0.11	(a)		0.14			0.13			0.08
Net realized and unrealized gain (loss) of investments		(4.81	)		0.34			2.13			0.53			1.33
Total from investment operations		(4.68	)		0.45			2.27			0.66			1.41
Less Distributions
Distributions from net investment income		(0.07	)		(0.11	)		(0.15	)		(0.10	)		0.00
Distributions from net realized capital gains		(0.19	)		(0.54	)		(0.87	)		(0.13	)		0.00
Total distributions		(0.26	)		(0.65	)		(1.02	)		(0.23	)		0.00
Net Asset Value, End of Period	$	8.61		$	13.55		$	13.75		$	12.50		$	12.07
Total Return (%)		(35.1	)		3.1			19.1			5.6			13.2
Ratio of operating expenses to average net assets before expense reductions (%)		0.97			0.99			1.09			1.10			1.18
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			1.07			1.08			1.14
Ratio of net investment income to average net assets (%)		1.15			0.78			1.46			1.38			1.46
Portfolio turnover rate (%)		85			66			96			109			31
Net assets, end of period (000)	$	134,467		$	164,376		$	111,007		$	36,725		$	15,880

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	13.58		$	13.77		$	12.52		$	12.08		$	10.66
Income From Investment Operations
Net investment income		0.14	(a)		0.12	(a)		0.14			0.18			0.12
Net realized and unrealized gain (loss) of investments		(4.82	)		0.35			2.14			0.49			1.30
Total from investment operations		(4.68	)		0.47			2.28			0.67			1.42
Less Distributions
Distributions from net investment income		(0.08	)		(0.12	)		(0.16	)		(0.10	)		0.00
Distributions from net realized capital gains		(0.19	)		(0.54	)		(0.87	)		(0.13	)		0.00
Total distributions		(0.27	)		(0.66	)		(1.03	)		(0.23	)		0.00
Net Asset Value, End of Period	$	8.63		$	13.58		$	13.77		$	12.52		$	12.08
Total Return (%)		(35.0	)		3.3			19.2			5.7			13.3
Ratio of operating expenses to average net assets before expense reductions (%)		0.87			0.89			0.99			1.00			1.08
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			0.97			0.98			1.04
Ratio of net investment income to average net assets (%)		1.20			0.87			1.55			1.44			1.21
Portfolio turnover rate (%)		85			66			96			109			31
Net assets, end of period (000)	$	60,232		$	111,396		$	109,920		$	58,269		$	59,449

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio's expenses.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The BlackRock Large Cap Value Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-12

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-13

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-14

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $67,576,872 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	4,347,746	$	3,228,534	$	9,425,592	$	11,473,620	$	—	$	—	$	13,773,338	$	14,702,154

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	8,081,808	$	—	$	(136,982,120	)	$	(67,576,872	)	$	(196,477,184	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(50,587,424	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	689,199,499	$	0	$	525,097,524

MSF-15

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$4,111,680	0.700%	Of the first $250 million
	0.650%	Of the next $500 million
	0.600%	On amounts in excess of $750 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio

MSF-16

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the BlackRock Large Cap Value Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the BlackRock Large Cap Value Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 23, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

BlackRock Large Cap Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. BlackRock Legacy Large Cap Growth Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the BlackRock Legacy Large Cap Growth Portfolio returned -36.5%, compared to its benchmark, the Russell 1000 Growth Index¹, which returned -38.4%. The average return of its peer group, the Lipper Variable Insurance Products² Large-Cap Growth Funds Universe, was -41.7% over the same period.

PORTFOLIO REVIEW

The U.S. equity market trended lower through the first half of 2008, as weakness in housing and the mortgage market, fear of recession, and sharply rising energy and commodity costs dominated investor attention. The credit market troubles which had begun in 2007 with subprime mortgages rapidly spread in September 2008 with a number of large and previously distinguished financial institutions either failing, being rescued by the federal government or selling themselves as a last resort. Volatility rose to extreme levels as continued government intervention and economic stimuli grappled with massive deleveraging and a flight to safety. The uncertainty of the credit crisis, combined with the lack of lending activity, resulted in a sharp downturn in economic activity during the fall, guaranteeing a second consecutive decline in quarterly GDP. Investors in stocks found no safe haven, as sharp declines impacted all sectors, market capitalizations and styles. All sectors within the benchmark Russell 1000 Growth Index experienced double-digit declines as the index dropped -38.4% in 2008. The Portfolio declined in this hostile investing environment, but outperformed the Russell 1000 Growth Index. Our sector positioning added significant value, as did stock selection in the healthcare and consumer discretionary sectors.

Sector allocation turned out to be critical in 2008 given the wide dispersion among sector returns. The Portfolio’s emphasis on the more defensive healthcare and consumer staples sectors aided relative returns, as these sectors delivered the strongest performance among all sectors within the benchmark. In healthcare, stock selection among both opportunistic and stable growth holdings contributed to relative outperformance. On the opportunistic side, Gilead Sciences Inc. and Celgene Corp. both delivered positive returns, despite the double-digit decline for the healthcare sector. Johnson & Johnson and Abbott Laboratories, large diversified pharmaceuticals companies, also protected the Portfolio and added value in 2008. The Portfolio’s top consumer staples holding, Wal-Mart, rose 20%, and was one of only two stocks in the Dow Jones Industrial Average to post a gain for the year. Stock selection in the consumer discretionary sector also contributed meaningfully to the Portfolio’s outperformance. As an example, Apollo Group, the operator of the University of Phoenix, surged higher during the second half of the year as rising unemployment resulted in significant enrollment growth in the company’s degree programs. While consumers generally cut back on spending and became more price-sensitive, some companies were able to take advantage of this dynamic and outperform their peers, including Burger King, Kohl’s and Ross Stores. Finally, the Portfolio’s modest underweight in the energy sector benefited performance in the second half of the year.

During the period, positive relative results overshadowed negative performance factors, which included stock selection in the information technology sector. Investments in the software industry detracted in 2008, with higher growth holdings (Adobe Systems, salesforce.com) selling off on investor fears about the scope of the global recession. Stock selection in the industrials sector also detracted from relative return comparisons. This sector was particularly impacted by the onset of a global recession during the second half of 2008. Positions in both Cummins and Foster Wheeler negatively impacted the Portfolio.

While the turn-of-the-calendar has brought renewed optimism to the market, we remain mindful of the many existing and potential landmines in our investment universe. As volatility moderates and investors look to selectively re-deploy cash into stocks after the indiscriminate selling in 2008, we believe fundamental analysis of individual stocks will be critical in the coming year. Our process continues to be built on bottom-up fundamental research, and our Portfolio positioning reflects the outgrowth of those individual decisions. Recently, we have been adding to the Portfolio’s opportunistic holdings as we are finding greater performance potential from select domestically-oriented cyclicals. Many of these stocks were punished in 2007 and 2008, but we believe they have potential to show upside earnings surprise in coming quarters. At year-end, the most meaningful overweights were in the healthcare and telecommunication services sectors, while the most substantial underweights were in the information technology and industrials sectors.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 1000^® Growth Index is an unmanaged measure of performance of the largest capitalized U.S. companies, within the Russell 1000 companies, that have higher price-to-book ratios and forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 GROWTH INDEX

Average Annual Returns as of December 31, 2008

	BlackRock Legacy Large Cap Growth Portfolio						Russell 1000 Growth Index
	Class A		Class B		Class E
1 Year	-36.5	%	-36.7	%	-36.6	%	-38.4	%
5 Year	-1.8		-2.0		-1.9		-3.4
10 Year	-1.7		—		—		-4.3
Since Inception	—		2.0		-4.2		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 10/31/94, 7/30/02, 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Wal-Mart Stores, Inc.	4.8%
QUALCOMM, Inc.	3.8%
Cisco Systems, Inc.	3.5%
Abbott Laboratories	2.9%
Danaher Corp.	2.9%
Philip Morris International, Inc.	2.9%
The Coca-Cola Co.	2.7%
Google, Inc. (Class A)	2.6%
Microsoft Corp.	2.5%
American Tower Corp. (Class A)	2.2%

Top Sectors

	% of Total Market Value
Information Technology	25.1%
Health Care	19.7%
Consumer Staples	15.3%
Industrials	11.4%
Consumer Discretionary	10.0%
Energy	6.7%
Financials	3.9%
Materials	3.1%
Telecommunication Services	2.8%
Utilities	1.5%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
BlackRock Legacy Large Cap Growth—Class A	Actual	0.77	%	$	1,000.00	$	667.32	$	3.23
	Hypothetical	0.77	%	$	1,000.00	$	1,021.22	$	3.91
BlackRock Legacy Large Cap Growth—Class B	Actual	1.02	%	$	1,000.00	$	666.27	$	4.27
	Hypothetical	1.02	%	$	1,000.00	$	1,019.95	$	5.18
BlackRock Legacy Large Cap Growth—Class E	Actual	0.92	%	$	1,000.00	$	666.53	$	3.85
	Hypothetical	0.92	%	$	1,000.00	$	1,020.46	$	4.67

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—99.4% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—2.7%
Honeywell International, Inc.	149,723	$	4,915,406
Northrop Grumman Corp.	73,400		3,305,936
			8,221,342
Air Freight & Logistics—1.8%
Expeditors International of Washington, Inc.	113,785		3,785,627
United Parcel Service, Inc. (Class B)	28,100		1,549,996
			5,335,623
Airlines—1.1%
Delta Air Lines, Inc. (a)	290,800		3,332,568
Beverages—3.8%
PepsiCo, Inc.	61,100		3,346,447
The Coca-Cola Co.	180,797		8,184,680
			11,531,127
Biotechnology—5.5%
Celgene Corp. (a)	107,100		5,920,488
Genzyme Corp. (a)	74,800		4,964,476
Gilead Sciences, Inc. (a) (b)	114,600		5,860,644
			16,745,608
Capital Markets—0.4%
Janus Capital Group, Inc. (b)	154,402		1,239,848
Chemicals—0.8%
Ecolab, Inc.	69,200		2,432,380
Commercial & Professional Services—1.1%
Waste Management, Inc.	98,800		3,274,232
Commercial Banks—1.0%
Wells Fargo & Co.	103,200		3,042,336
Communications Equipment—7.3%
Cisco Systems, Inc. (a)	657,337		10,714,593
QUALCOMM, Inc.	318,148		11,399,243
			22,113,836
Computers & Peripherals—3.9%
Apple, Inc. (a)	72,717		6,206,396
Hewlett-Packard Co.	153,100		5,555,999
			11,762,395
Construction & Engineering—0.9%
Fluor Corp. (b)	60,800		2,728,096
Diversified Consumer Services—2.0%
Apollo Group, Inc. (Class A) (a)	80,700		6,183,234
Diversified Financial Services—1.3%
CME Group, Inc.	5,800		1,207,038
JPMorgan Chase & Co.	91,000		2,869,230
			4,076,268

Security Description	Shares	Value*
Diversified Telecommunication Services—0.6%
AT&T, Inc.	63,872	$	1,820,352
Electric Utilities—1.5%
Exelon Corp.	83,795		4,659,840
Energy Equipment & Services—1.7%
Schlumberger, Ltd.	98,493		4,169,209
Transocean, Ltd.	22,263		1,051,927
			5,221,136
Food & Staples Retailing—7.4%
CVS Caremark Corp.	119,000		3,420,060
Safeway, Inc.	100,500		2,388,885
The Kroger Co. (b)	78,700		2,078,467
Wal-Mart Stores, Inc.	259,256		14,533,891
			22,421,303
Health Care Equipment & Supplies—2.2%
C.R. Bard, Inc.	25,100		2,114,926
Medtronic, Inc.	141,000		4,430,220
			6,545,146
Health Care Providers & Services—3.9%
Henry Schein, Inc. (a)	64,100		2,351,829
Medco Health Solutions, Inc. (a)	125,940		5,278,145
UnitedHealth Group, Inc.	162,600		4,325,160
			11,955,134
Hotels, Restaurants & Leisure—2.8%
Burger King Holdings, Inc.	147,200		3,515,136
McDonald’s Corp.	78,100		4,857,039
			8,372,175
Household Durables—0.5%
D.R. Horton, Inc. (b)	196,200		1,387,134
Household Products—1.2%
Clorox Co.	39,800		2,211,288
Procter & Gamble Co. (b)	24,300		1,502,226
			3,713,514
Insurance—1.2%
The Travelers Cos., Inc.	77,900		3,521,080
Internet & Catalog Retail—1.1%
Amazon.com, Inc. (a) (b)	67,600		3,466,528
Internet Software & Services—2.6%
Google, Inc. (Class A) (a)	25,855		7,954,291
Life Sciences Tools & Services—1.1%
Thermo Fisher Scientific, Inc. (a) (b)	96,700		3,294,569

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Machinery—3.9%
Cummins, Inc.	115,000	$	3,073,950
Danaher Corp. (b)	153,300		8,678,313
			11,752,263
Metals & Mining—2.3%
Agnico-Eagle Mines, Ltd.	100,200		5,143,266
Freeport-McMoRan Copper & Gold, Inc. (a)	75,625		1,848,275
			6,991,541
Multiline Retail—1.9%
Kohl’s Corp. (a) (b)	163,022		5,901,396
Oil, Gas & Consumable Fuels—4.9%
EOG Resources, Inc.	95,450		6,355,061
Exxon Mobil Corp.	68,700		5,484,321
Massey Energy Co.	124,842		1,721,571
Valero Energy Corp.	67,800		1,467,192
			15,028,145
Pharmaceuticals—7.0%
Abbott Laboratories	166,400		8,880,768
Bristol-Myers Squibb Co.	207,000		4,812,750
Johnson & Johnson	87,900		5,259,057
Teva Pharmaceutical Industries, Ltd. (ADR) (b)	52,000		2,213,640
			21,166,215
Semiconductors & Semiconductor Equipment—3.0%
Broadcom Corp. (a)	196,500		3,334,605
Lam Research Corp. (a) (b)	76,706		1,632,304
PMC-Sierra, Inc. (a) (b)	836,984		4,067,742
			9,034,651
Software—8.3%
Activision Blizzard, Inc. (a)	481,500		4,160,160
Adobe Systems, Inc. (a)	129,887		2,765,294
Check Point Software Technologies, Ltd. (a)	208,000		3,949,920
Microsoft Corp.	389,100		7,564,104
Oracle Corp. (a) (b)	212,600		3,769,398
Salesforce.com, Inc. (a) (b)	89,938		2,878,916
			25,087,792
Specialty Retail—1.7%
Home Depot, Inc.	59,900		1,378,898
Ross Stores, Inc. (b)	123,261		3,664,550
			5,043,448
Tobacco—2.8%
Philip Morris International, Inc.	198,769		8,648,439
Wireless Telecommunication Services—2.2%
American Tower Corp. (Class A) (a)	224,798		6,591,077
Total Common Stock (Identified Cost $380,997,515)			301,596,062

Short Term Investments—6.7%
Security Description	Shares/Face Amount		Value*
Mutual Funds – 6.0%
State Street Navigator Securities Lending Prime Portfolio (c)		18,095,026	$	18,095,026
Repurchase Agreement—0.7%
State Street Corp. Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $2,248,001 on 01/02/09, collateralized by $2,270,000 Federal Home Loan Bank 2.730% due 06/10/09 with a value of $2,295,651.	$	2,248,000		2,248,000
Total Short Term Investments (Identified Cost $20,343,026)				20,343,026
Total Investments—106.1% (Identified Cost $401,340,541) (d)				321,939,088
Liabilities in excess of other assets				(18,478,129	)
Total Net Assets—100%			$	303,460,959

(a) Non-Income Producing.

(b) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $17,855,738 and the collateral received consisted of cash in the amount of $18,095,026. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $403,720,605 and the composition of unrealized appreciation and depreciation of investment securities was $9,836,769 and $(91,618,286), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	319,691,088	$	0
Level 2 - Other Significant Observable Inputs		2,248,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	321,939,088	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	321,939,088
Cash				896
Receivable for:
Fund shares sold				563,574
Accrued interest and dividends				415,126
Foreign taxes				13,331
Total Assets				322,932,015
Liabilities
Payable for:
Securities purchased	$	1,005,167
Fund shares redeemed		124,265
Collateral for securities loaned		18,095,026
Accrued expenses:
Management fees		181,095
Service and distribution fees		16,426
Deferred directors’ fees		14,793
Other expenses		34,284
Total Liabilities				19,471,056
Net Assets			$	303,460,959
Net assets consists of:
Capital paid in			$	523,975,430
Undistributed net investment income				1,413,094
Accumulated net realized losses				(142,526,112	)
Unrealized depreciation on investments				(79,401,453	)
Net Assets			$	303,460,959
Computation of offering price:
Class A
Net asset value and redemption price per share ($209,248,010 divided by 12,375,701 shares outstanding)			$	16.91
Class B
Net asset value and redemption price per share ($63,611,194 divided by 3,829,265 shares outstanding)			$	16.61
Class E
Net asset value and redemption price per share ($30,601,755 divided by 1,826,571 shares outstanding)			$	16.75
(a) Identified cost of investments			$	401,340,541
(b) Includes cash collateral for securities loaned of			$	18,095,026

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	4,865,087	(a)
Interest					306,439	(b)
					5,171,526
Expenses
Management fees	$	3,111,699
Service and distribution fees—Class B		184,206
Service and distribution fees—Class E		63,754
Directors’ fees and expenses		23,400
Custodian		50,653
Audit and tax services		36,941
Legal		7,266
Printing		94,502
Insurance		5,800
Miscellaneous		12,497
Total expenses		3,590,718
Expense reductions		(84,479	)		3,506,239
Net Investment Income					1,665,287
Realized and Unrealized Loss
Realized loss on:
Investments—net					(30,795,454	)
Change in unrealized depreciation on:
Investments—net					(150,534,733	)
Net loss					(181,330,187	)
Net Decrease in Net Assets From Operations				$	(179,664,900	)

(a) Net of foreign taxes of $773.

(b) Includes income on securities loaned of $218,883.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	1,665,287		$	1,631,916
Net realized gain (loss)		(30,795,454	)		67,216,679
Change in unrealized appreciation (depreciation)		(150,534,733	)		14,975,300
Increase (decrease) in net assets from operations		(179,664,900	)		83,823,895
From Distributions to Shareholders
Net investment income
Class A		(1,410,497	)		(800,699	)
Class B		(137,200	)		0
Class E		(124,635	)		(29,877	)
Total distributions		(1,672,332	)		(830,576	)
Decrease in net assets from capital share transactions		(27,774,462	)		(58,806,350	)
Net increase (decrease) in net assets		(209,111,694	)		24,186,969
Net Assets
Beginning of the period		512,572,653			488,385,684
End of the period	$	303,460,959		$	512,572,653
Undistributed Net Investment Income
End of the period	$	1,413,094		$	1,490,946

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008						Year ended December 31, 2007
	Shares		$				Shares		$
Class A
Sales	2,035,366		$	41,704,042		��	2,849,706		$	69,031,420
Reinvestments	55,379			1,410,497			33,685			800,699
Redemptions	(4,324,378	)		(93,538,671	)		(6,056,174	)		(147,825,954	)
Net decrease	(2,233,633	)	$	(50,424,132	)		(3,172,783	)	$	(77,993,835	)
Class B
Sales	1,944,385		$	43,351,360			1,506,472		$	37,679,464
Reinvestments	5,475			137,200			0			0
Redemptions	(854,396	)		(19,492,204	)		(725,368	)		(17,341,934	)
Net increase	1,095,464		$	23,996,356			781,104		$	20,337,530
Class E
Sales	455,494		$	10,449,663			639,544		$	16,008,631
Reinvestments	4,934			124,635			1,267			29,877
Redemptions	(522,459	)		(11,920,984	)		(703,392	)		(17,188,553	)
Net decrease	(62,031	)	$	(1,346,686	)		(62,581	)	$	(1,150,045	)
Decrease derived from capital share transactions			$	(27,774,462	)				$	(58,806,350	)

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	26.74		$	22.57		$	21.70		$	20.37		$	18.72
Income From Investment Operations
Net investment income		0.10	(a)		0.09	(a)		0.06			0.04			0.08
Net realized and unrealized gain (loss) of investments		(9.83	)		4.13			0.84			1.37			1.57
Total from investment operations		(9.73	)		4.22			0.90			1.41			1.65
Less Distributions
Distributions from net investment income		(0.10	)		(0.05	)		(0.03	)		(0.08	)		0.00
Total distributions		(0.10	)		(0.05	)		(0.03	)		(0.08	)		0.00
Net Asset Value, End of Period	$	16.91		$	26.74		$	22.57		$	21.70		$	20.37
Total Return (%)		(36.5	)		18.7			4.1			7.0			8.8
Ratio of operating expenses to average net assets before expense reductions (%)		0.78			0.79			0.81			0.80			0.80
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.76			0.76			0.76			0.76			0.76
Ratio of net investment income to average net assets (%)		0.44			0.37			0.24			0.15			0.39
Portfolio turnover rate (%)		74			99			104			76			190
Net assets, end of period (000)	$	209,248		$	390,686		$	401,398		$	468,532		$	510,771

	Class B
	Year ended December 31,
	2008			2007			2006		2005			2004
Net Asset Value, Beginning of Period	$	26.28		$	22.19		$	21.36	$	20.04		$	18.46
Income From Investment Operations
Net investment income (loss)		0.05	(a)		0.03	(a)		0.00		(0.03	)		0.07
Net realized and unrealized gain (loss) of investments		(9.68	)		4.06			0.83		1.38			1.51
Total from investment operations		(9.63	)		4.09			0.83		1.35			1.58
Less Distributions
Distributions from net investment income		(0.04	)		0.00			0.00		(0.03	)		0.00
Total distributions		(0.04	)		0.00			0.00		(0.03	)		0.00
Net Asset Value, End of Period	$	16.61		$	26.28		$	22.19	$	21.36		$	20.04
Total Return (%)		(36.7	)		18.4			3.9		6.8			8.6
Ratio of operating expenses to average net assets before expense reductions (%)		1.03			1.04			1.06		1.05			1.05
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.01			1.01			1.01		1.01			1.01
Ratio of net investment income (loss) to average net assets (%)		0.22			0.12			0.00		(0.10	)		0.59
Portfolio turnover rate (%)		74			99			104		76			190
Net assets, end of period (000)	$	63,611		$	71,838		$	43,334	$	36,798		$	28,818

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006		2005			2004
Net Asset Value, Beginning of Period	$	26.50		$	22.37		$	21.51	$	20.19		$	18.59
Income From Investment Operations
Net investment income		0.07	(a)		0.05	(a)		0.02		0.00			0.06
Net realized and unrealized gain (loss) of investments		(9.75	)		4.10			0.84		1.38			1.54
Total from investment operations		(9.68	)		4.15			0.86		1.38			1.60
Less Distributions
Distributions from net investment income		(0.07	)		(0.02	)		0.00		(0.06	)		0.00
Total distributions		(0.07	)		(0.02	)		0.00		(0.06	)		0.00
Net Asset Value, End of Period	$	16.75		$	26.50		$	22.37	$	21.51		$	20.19
Total Return (%)		(36.6	)		18.5			4.0		6.9			8.6
Ratio of operating expenses to average net assets before expense reductions (%)		0.93			0.94			0.96		0.95			0.95
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.91			0.91			0.91		0.91			0.91
Ratio of net investment income to average net assets (%)		0.30			0.22			0.09		0.00			0.29
Portfolio turnover rate (%)		74			99			104		76			190
Net assets, end of period (000)	$	30,602		$	50,049		$	43,653	$	45,163		$	47,251

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The BlackRock Legacy Large Cap Growth Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-12

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-13

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-14

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had capital loss carryforwards as follows:

Expiring 12/31/10		Expiring 12/31/16		Total
$	110,044,174	$	13,790,425	$	123,834,599

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	1,672,332	$	830,576	$	—	$	—	$	—	$	—	$	1,672,332	$	830,576

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	1,425,417	$	—	$	(81,781,517	)	$	(123,834,599	)	$	(204,190,699	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(16,311,450	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	312,926,947	$	0	$	333,719,493

MSF-15

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers		Based on Portfolios average daily net asset levels
$3,111,699	0.730	%	Of the first $1 billion
	0.650	%	On amounts in excess of $1 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may

MSF-16

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. SUBSEQUENT EVENTS:

On November 7, 2008, the Board approved the acquisition of the Metropolitan Series Fund, Inc. FI Large Cap Portfolio (“FI Large Cap Portfolio”) by the Portfolio, subject to the approval of shareholders of FI Large Cap Portfolio. On or about February 27, 2009, the shareholders of FI Large Cap Portfolio will consider the approval of a proposed Agreement and Plan of Reorganization providing for the acquisition of all the assets of FI Large Cap Portfolio by the Portfolio in exchange for shares of the Portfolio and the assumption by the Portfolio of the liabilities of FI Large Cap Portfolio. If approved by shareholders, the reorganization will close on or about May 1, 2009.

On January 27, 2009, the Board approved the acquisition of the Met Investors Series Trust—Met/AIM Capital Appreciation Portfolio (the “AIM Portfolio”) by the Portfolio, subject to the approval of shareholders of the AIM Portfolio. On or about April 30, 2009, the shareholders of the AIM Portfolio will consider the approval of a proposed Agreement and Plan of Reorganization providing for the acquisition of all the assets of the AIM Portfolio by the Portfolio in exchange for shares of the Portfolio and the assumption by the Portfolio of the liabilities of the AIM Portfolio. If approved by shareholders, the reorganization will close on or about May 1, 2009.

8. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the BlackRock Legacy Large Cap Growth Portfolio) (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the BlackRock Legacy Large Cap Growth Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

BlackRock Legacy Large Cap Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. BlackRock Money Market Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the BlackRock Money Market Portfolio returned 2.9%; the Class B shares returned 2.6%; and the Class E shares returned 2.7%. The average return of its peer group, the Lipper Variable Insurance Products¹ Money Market Funds Universe, was 2.2% over the same period.

PORTFOLIO REVIEW

During the first quarter of 2008, the Federal Open Market Committee (FOMC) provided a significant degree of monetary stimulus, beginning with a 75-basis-point inter-meeting reduction in the federal funds target rate to 3.50% in late January. This action represented the first inter-meeting move by the committee since September 2001, and was the largest single reduction in rates in more than two decades. The FOMC reduced the target rate another 50 basis points at the January 30 meeting, and an additional 75 basis points at the March 18 meeting, bringing the level to 2.25%. The FOMC reduced the target rate an additional 25 basis points to 2.00% at the April 30 meeting. The committee acknowledged that financial markets remain under considerable stress. It was also noted that tighter credit conditions and weakness in the housing sector were expected to have a negative impact on growth over the next few quarters. At the same time, the committee also expressed uncertainty about the outlook for inflation.

Beginning late in the third quarter, concerns about the health of Lehman Brothers and various other financial institutions contributed to a sharp increase in market volatility. In response, the Federal Reserve provided a substantial amount of funds through open market operations and the expansion of its dollar liquidity facilities. As a result, various programs were created to address dislocations in the money markets, all of which are scheduled to expire on April 30, 2009. For example, the U.S. Treasury established a Temporary Guarantee Program designed to protect money fund investors. The program provides a guarantee to shareholders of participating funds up to the amount held in the fund as of the close of business on September 19. Any increase in the number of shares an investor holds after the close of business on September 19, 2008 will not be guaranteed. If a customer closes his/her account with a fund or broker-dealer, any future investment in the fund will not be guaranteed. If the number of shares an investor holds fluctuates over the period, the investor will be covered for either the number of shares held as of the close of business on September 19, 2008, or the current amount, whichever is less. The program is set to expire on April 30, 2009. The Federal Reserve also created the Asset Backed Money Market Mutual Fund Liquidity Facility (AMLF) program, which enables money funds to sell asset-backed commercial paper (ABCP) at amortized cost through various banks on a non-recourse basis to the Federal Reserve. This program peaked at $152 billion during the fourth quarter and ended the period at just under $24 billion. The Commercial Paper Funding Facility (CPFF), which officially launched on October 27, allows the Federal Reserve to finance the purchase of three-month unsecured CP and ABCP from eligible issuers. This program reached a high of over $334 billion, but has since been utilized at a decelerating rate. The Federal Reserve also created the Money Market Investor Funding Facility (MMIFF) to finance the purchase of certificates of deposit (CDs), bank notes and CP issued by various banks and financial institutions from U.S. money market mutual funds at amortized cost. This program has not been utilized by market participants.

The FOMC maintained the federal funds target rate at 2.00% at the August 5 and September 16 meetings before unexpectedly reducing the target rate 50 basis points to 1.5% on October 8, as part of a globally coordinated effort to address the “intensification of the financial crisis.” Afterwards, the FOMC unanimously voted to decrease the target rate by an additional 50 basis points to 1.00% at the October 29 meeting. At the December 16 FOMC meeting, the committee elected to establish a “target range” for the federal funds rate of 0.00% to 0.25%, and suggested that economic conditions augur for an “exceptionally low” level of interest rates for a protracted period of time.

After a period of relative stability during much of the third quarter, rates rose sharply beginning in mid-September. Indeed, settings across the LIBOR curve between one and 12 months climbed as much as 209 basis points before peaking on October 10. The various initiatives described above subsequently contributed to a sharp decline in rates through year-end. For example, settings across the LIBOR curve contracted as much as 415 basis points. The slope of the LIBOR curve between one month and one year stood at a positive 157 basis points at the end of December, up from a positive slope of just four basis points at the end of September.

The Portfolio continued to maintain a laddered structure during most of the period and, consistent with past strategies, the majority of investments purchased had maturity dates of approximately 30 to 90 days. Yields on such obligations, which were comprised mostly of CP and CDs, range from approximately 0.45% to 4.77%. Incremental purchases of CP and CDs due in approximately six months were also made in order to maintain the Portfolio’s average weighted maturity and add incremental yield. Yields on such obligations ranged from about 1.60% to 4.50%. Similarly, investments in agency discount notes due in approximately six months were made at yields ranging from 1.30% to 2.53%. Investments were also made in variable rate obligations based on the monthly and quarterly LIBOR indices. Due to increased market volatility beginning in mid-September, an above-average percentage of assets were maintained in either securities due in 30 days or less or ABCP available for sale through the AMLF at amortized cost.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
BlackRock Money Market—Class A(a)	Actual	0.32	%	$	1,000.00	$	1,012.01	$	1.62
	Hypothetical	0.32	%	$	1,000.00	$	1,023.51	$	1.63
BlackRock Money Market—Class B(a)	Actual	0.57	%	$	1,000.00	$	1,010.76	$	2.88
	Hypothetical	0.57	%	$	1,000.00	$	1,022.24	$	2.90
BlackRock Money Market—Class E(a)	Actual	0.47	%	$	1,000.00	$	1,011.27	$	2.38
	Hypothetical	0.47	%	$	1,000.00	$	1,022.75	$	2.39

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period,

multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-3

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Schedule of Investments as of December 31, 2008

Commercial Paper—60.2% of Total Net Assets

Security Description	Face Amount		Value*
Asset Backed—25.0%
Apreco, LLC 1.650%, 01/07/09	$	10,500,000	$	10,497,113
1.600%, 02/02/09		15,000,000		14,978,667
Cafco, LLC 2.250%, 02/02/09		25,000,000		24,950,000
0.870%, 03/09/09		12,000,000		11,980,570
Chariot Funding, LLC 1.400%, 01/08/09		29,750,000		29,741,901
0.250%, 01/22/09		35,000,000		34,994,896
Ciesco, LLC 3.000%, 01/12/09		45,000,000		44,958,750
CRC Funding, LLC 2.100%, 02/02/09		30,000,000		29,944,000
3.100%, 02/17/09		30,000,000		29,878,583
Enterprise Funding, LLC 1.500%, 01/12/09		25,000,000		24,988,542
Galleon Capital, LLC 0.550%, 01/02/09		34,000,000		33,999,481
Jupiter Securitization Co., LLC 1.400%, 01/05/09		25,000,000		24,996,111
Kitty Hawk Funding Corp. 2.800%, 02/02/09		20,000,000		19,950,222
2.250%, 02/03/09		15,000,000		14,969,062
Liberty Street Funding, LLC 2.250%, 02/09/09		25,000,000		24,939,062
Mont Blanc Capital Corp. 0.700%, 01/30/09		25,000,000		24,985,903
Nieuw Amsterdam Receivables Corp. 3.050%, 02/05/09		10,000,000		9,970,347
Old Line Funding, LLC 2.000%, 02/02/09		45,000,000		44,920,000
0.450%, 03/16/09		5,000,000		4,995,375
Ranger Funding Co., LLC 2.000%, 02/05/09		25,000,000		24,951,389
1.400%, 02/09/09		30,000,000		29,954,500
Yorktown Capital, LLC 1.450%, 02/18/09		69,904,000		69,768,852
				585,313,326
Asset Backed—Other—2.4%
Fairway Finance Co., LLC 0.750%, 01/12/09		15,000,000		14,996,562
1.690%, 02/10/09		35,000,000		34,934,278
Solitaire Funding, LLC 0.700%, 01/15/09		6,509,000		6,507,228
				56,438,068
Chemicals—2.1%
BASF AG 1.800%, 01/20/09		35,000,000		34,966,750
1.850%, 01/30/09		15,000,000		14,977,646
				49,944,396

Security Description	Face Amount		Value*
Commercial Banks—6.1%
Banco Santander (Puerto Rico) 0.400%, 01/15/09	$	18,000,000	$	17,997,200
San Paolo IMI U.S. Financial Co. 2.360%, 02/02/09		35,000,000		34,926,578
Santander Central Hispano Finance 2.650%, 03/17/09		29,000,000		28,839,896
Societe Generale North America, Inc. 0.360%, 01/13/09		10,000,000		9,998,800
1.430%, 03/16/09		9,600,000		9,571,781
UBS Finance Delaware, LLC 1.130%, 01/30/09		10,000,000		9,990,897
0.580%, 02/27/09		31,213,000		31,184,336
				142,509,488
Diversified Financial Services—11.1%
Bank of America Corp. 2.960%, 03/12/09		20,000,000		19,884,889
BNP Paribas Finance, Inc. 2.190%, 02/05/09		10,000,000		9,978,708
2.155%, 02/18/09		10,000,000		9,971,267
Citigroup Funding, Inc. 2.000%, 01/09/09		20,000,000		19,991,111
Danske Corp. 1.880%, 01/14/09		25,000,000		24,983,028
3.375%, 01/23/09		30,000,000		29,938,125
1.950%, 02/02/09		15,201,000		15,174,652
3.500%, 02/09/09		13,200,000		13,149,950
1.280%, 03/30/09		10,000,000		9,968,711
ING U.S. Funding, LLC 2.855%, 01/08/09		22,000,000		21,987,787
1.350%, 03/19/09		25,000,000		24,927,812
Nordea North America 2.110%, 02/24/09		20,000,000		19,936,700
1.950%, 03/05/09		40,000,000		39,863,500
				259,756,240
Federal Agencies—6.1%
Federal Home Loan Bank 1.345%, 03/20/09 (a)		8,905,000		8,905,000
1.120%, 08/13/09 (a)		9,400,000		9,400,000
1.100%, 08/14/09 (a)		13,825,000		13,822,926
Federal Home Loan Mortgage Corp. 1.331%, 09/25/09 (a)		25,230,000		25,230,000
0.401%, 09/28/09 (a)		15,375,000		15,369,268
Federal National Mortgage Association 1.050%, 02/09/09		25,000,000		24,937,709
2.000%, 05/14/09		9,450,000		9,380,175
1.220%, 05/15/09		15,000,000		14,931,883
1.300%, 06/22/09		10,000,000		9,937,889
0.008%, 07/01/09		10,000,000		9,982,403
				141,897,253

*See accompanying notes to financial statements.

MSF-4

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Schedule of Investments as of December 31, 2008

Commercial Paper—(Continued)

Security Description	Face Amount		Value*
Yankee—7.4%
Bank of Nova Scotia (ScotiaBank) 0.240%, 02/02/09	$	40,000,000	$	39,991,467
DnB NOR Bank ASA 1.950%, 01/20/09		25,000,000		24,974,271
1.300%, 03/23/09		15,000,000		14,956,125
Lloyds TSB Bank, Plc. 3.120%, 01/27/09		42,000,000		41,905,360
Svenska Handelsbanken, Inc. 1.000%, 01/22/09		25,000,000		24,952,750
3.240%, 02/02/09		25,000,000		24,928,000
				171,707,973
Total Commercial Paper (Identified Cost $1,407,566,744)				1,407,566,744
Certificate of Deposit—37.3%
Commercial Banks—28.6%
Banco Bilbao Vizcaya (NY) 3.610%, 01/30/09		30,850,000		30,850,246
Banco Bilbao Vizcaya Argentaria 1.930%, 03/12/09 (a)		12,000,000		12,000,298
2.710%, 04/14/09 (a)		40,000,000		40,001,702
2.770%, 05/12/09 (a)		20,000,000		20,000,992
Banco Santander (NY) 3.700%, 02/24/09		35,000,000		35,000,000
2.780%, 05/12/09 (a)		18,000,000		18,000,000
Barclays Bank, Plc. (NY) 2.330%, 02/03/09 (a)		25,000,000		25,000,000
2.000%, 02/05/09		30,000,000		30,000,000
BNP Paribas (NY) 3.050%, 01/15/09		8,000,000		8,000,000
3.470%, 02/27/09		35,000,000		35,000,000
2.080%, 03/05/09		25,000,000		25,000,000
2.290%, 06/08/09 (a)		22,600,000		22,600,000
Citibank N.A. 3.280%, 01/29/09		31,253,000		31,253,000
1.500%, 03/17/09 (a)		12,000,000		12,000,000
1.330%, 03/31/09 (a)		5,100,000		5,100,000
Deutsche Bank (NY) 3.414%, 01/21/09 (a)		12,400,000		12,400,000
DnB NOR Bank ASA (NY) 2.380%, 02/10/09 (a)		55,000,000		55,000,000
Intesa San Paolo S.p.A. (NY) 1.850%, 03/10/09 (a)		7,550,000		7,550,000
1.450%, 03/11/09 (a)		16,350,000		16,350,000
Mizuho Corporate Bank, Ltd. (NY) 2.000%, 02/12/09 (a)		7,650,000		7,650,000
1.500%, 02/17/09 (a)		16,000,000		16,000,000
Nordea Bank Finland, Plc. (NY) 3.410%, 02/24/09		8,000,000		8,000,000
Rabobank Nederland NV (NY) 3.010%, 02/19/09		10,000,000		10,000,000
3.020%, 03/09/09 (a)		25,000,000		25,046,692

Security Description	Face Amount		Value*
Commercial Banks—(Continued)
Societe Generale (NY) 2.200%, 02/18/09 (a)	$	25,000,000	$	25,000,000
2.230%, 03/04/09		20,000,000		20,000,000
1.960%, 03/05/09 (a)		12,250,000		12,250,000
1.500%, 03/11/09 (a)		4,600,000		4,600,000
1.600%, 06/17/09 (a)		12,500,000		12,500,000
Svenska Handelsbanken (NY) 2.960%, 02/03/09 (a)		19,000,000		19,000,482
1.400%, 02/12/09 (a)		20,000,000		20,000,000
Toronto-Dominion Bank (NY) 3.030%, 02/11/09		4,500,000		4,500,000
2.000%, 02/20/09 (a)		20,000,000		20,000,000
2.500%, 06/09/09 (a)		8,500,000		8,500,000
2.420%, 06/11/09 (a)		13,950,000		13,950,000
				668,103,412
Diversified Financial Services—6.0%
Lloyds TSB Bank, Plc. (NY) 1.850%, 01/20/09 (a)		20,000,000		20,000,000
1.900%, 02/09/09 (a)		13,000,000		13,000,000
2.080%, 03/05/09		15,050,000		15,050,000
Royal Bank of Scotland, Plc. (NY) 3.150%, 02/20/09 (a)		10,000,000		10,000,000
3.140%, 03/09/09 (a)		25,000,000		25,000,000
San Paolo IMI S.p.A. (NY) 2.240%, 03/03/09		20,000,000		20,000,000
3.240%, 03/03/09 (a)		17,000,000		17,000,000
2.850%, 05/12/09 (a)		20,000,000		20,000,000
				140,050,000
Insurance—0.7%
New York Life Insurance Co. 2.938%, 04/13/09 (a) (b)		16,520,000		16,520,000
Yankee—2.0%
Nordea Bank AB 3.891%, 10/23/09 (a)		11,800,000		11,800,000
UBS AG (Stamford) 1.400%, 03/31/09 (a)		35,000,000		35,000,000
				46,800,000
Total Certificate of Deposit (Identified Cost $871,473,412)				871,473,412
Medium Term Notes—2.6%
Commercial Banks—1.1%
Bank of Montreal (Chicago) 2.390%, 10/05/09 (a)		14,950,000		14,950,000
HSBC USA, Inc. 5.219%, 10/15/09 (a)		2,740,000		2,740,000
Wachoiva Bank N.A. 4.608%, 08/04/09 (a)		9,400,000		9,397,518
				27,087,518

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Schedule of Investments as of December 31, 2008

Medium Term Notes—(Continued)

Security Description	Face Amount		Value*
Diversified Financial Services—0.5%
General Electric Capital Corp. 0.501%, 04/24/09 (a)	$	7,500,000	$	7,500,000
ING USA Global Funding 2.029%, 09/18/09 (a)		4,440,000		4,440,000
				11,940,000
Yankee—1.0%
ING Bank NV 2.473%, 09/24/09 (a)		10,000,000		10,000,000
Lloyds TSB Group, Plc. 2.806%, 08/07/09 (a)		12,700,000		12,700,000
				22,700,000
Total Medium Term Notes (Identified Cost $61,727,518)				61,727,518
Total Investments—100.1% (Identified Cost $2,340,767,674) (c)				2,340,767,674
Liabilities in excess of other assets				(2,206,394	)
Total Net Assets—100%			$	2,338,561,280

(a) Variable or Floating Rate Security. Rate disclosed is as of December 31, 2008.

(b) Illiquid securities representing 0.7% of total net assets.

(c) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $2,340,767,674.

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	0	$	0
Level 2 - Other Significant Observable Inputs		2,340,767,674		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	2,340,767,674	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at amortized cost			$	2,340,767,674
Cash				723
Receivable for:
Fund shares sold				3,442,454
Accrued interest				3,595,803
Prepaid expenses				275,039
Total Assets				2,348,081,693
Liabilities
Payable for:
Fund shares redeemed	$	8,585,856
Accrued expenses:
Management fees		613,524
Service and distribution fees		231,385
Deferred directors’ fees		50,256
Other expenses		39,392
Total Liabilities				9,520,413
Net Assets			$	2,338,561,280
Net assets consists of:
Capital paid in			$	2,338,578,328
Overdistributed net investment income				(50,256	)
Accumulated net realized gains				33,208
Net Assets			$	2,338,561,280
Computation of offering price:
Class A
Net asset value and redemption price per share ($1,228,992,907 divided by 12,289,929 shares outstanding)			$	100.00
Class B
Net asset value and redemption price per share ($1,097,179,835 divided by 10,971,798 shares outstanding)			$	100.00
Class E
Net asset value and redemption price per share ($12,388,538 divided by 123,885 shares outstanding)			$	100.00

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Interest				$	60,482,946
Expenses
Management fees	$	6,318,394
Service and distribution fees—Class B		1,866,213
Service and distribution fees—Class E		17,621
Directors’ fees and expenses		33,396
Custodian		49,599
Audit and tax services		31,941
Legal		30,937
Printing		89,954
Insurance		186,220
Total expenses		8,624,275
Management fee waivers		(100,000	)		8,524,275
Net Investment Income					51,958,671
Net Increase in Net Assets From Operations				$	51,958,671

See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	51,958,671		$	73,104,647
Increase in net assets from operations		51,958,671			73,104,647
From Distributions to Shareholders
Net investment income
Class A		(33,329,415	)		(50,923,892	)
Class B		(18,318,986	)		(21,649,891	)
Class E		(310,270	)		(530,864	)
Total distributions		(51,958,671	)		(73,104,647	)
Increase in net assets from capital share transactions		702,723,013			356,010,434
Net increase in net assets		702,723,013			356,010,434
Net Assets
Beginning of the period		1,635,838,267			1,279,827,833
End of the period	$	2,338,561,280		$	1,635,838,267
Undistributed (Overdistributed) Net Investment Income
End of the period	$	(50,256	)	$	27,950

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	7,968,963		$	796,896,315		11,717,171		$	1,171,715,791
Reinvestments	334,466			33,446,586		509,081			50,923,892
Redemptions	(7,297,612	)		(729,761,176	)	(9,696,563	)		(969,656,339	)
Net increase	1,005,817		$	100,581,725		2,529,689		$	252,983,344
Class B
Sales	11,686,518		$	1,168,651,866		9,686,387		$	968,637,226
Reinvestments	183,940			18,393,964		216,391			21,649,891
Redemptions	(5,860,942	)		(586,094,144	)	(8,883,191	)		(888,319,060	)
Net increase	6,009,516		$	600,951,686		1,019,587		$	101,968,057
Class E
Sales	44,287		$	4,428,652		45,750		$	4,575,018
Reinvestments	3,114			311,410		5,308			530,864
Redemptions	(35,505	)		(3,550,460	)	(40,468	)		(4,046,849	)
Net increase	11,896		$	1,189,602		10,590		$	1,059,033
Increase derived from capital share transactions			$	702,723,013				$	356,010,434

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	100.00		$	100.00		$	100.00		$	100.00		$	100.00
Income From Investment Operations
Net investment income		2.82			4.95			4.70			2.85			0.98
Total from investment operations		2.82			4.95			4.70			2.85			0.98
Less Distributions
Distributions from net investment income		(2.82	)		(4.95	)		(4.70	)		(2.85	)		(0.98	)
Total distributions		(2.82	)		(4.95	)		(4.70	)		(2.85	)		(0.98	)
Net Asset Value, End of Period	$	100.00		$	100.00		$	100.00		$	100.00		$	100.00
Total Return (%)		2.9			5.1			4.8			2.9			1.0
Ratio of operating expenses to average net assets (%)		0.34			0.40			0.38			0.41			0.42
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (a)		0.34			0.40			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		2.79			4.97			4.79			2.83			0.97
Net assets, end of period (000)	$	1,228,993		$	1,128,411		$	875,428		$	429,019		$	469,674

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	100.00		$	100.00		$	100.00		$	100.00		$	100.00
Income From Investment Operations
Net investment income		2.57			4.70			4.45			2.60			0.73
Total from investment operations		2.57			4.70			4.45			2.60			0.73
Less Distributions
Distributions from net investment income		(2.57	)		(4.70	)		(4.45	)		(2.60	)		(0.73	)
Total distributions		(2.57	)		(4.70	)		(4.45	)		(2.60	)		(0.73	)
Net Asset Value, End of Period	$	100.00		$	100.00		$	100.00		$	100.00		$	100.00
Total Return (%)		2.6			4.8			4.5			2.6			0.7
Ratio of operating expenses to average net assets (%)		0.59			0.65			0.63			0.66			0.67
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (a)		0.59			0.65			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		2.45			4.71			4.50			2.84			0.74
Net assets, end of period (000)	$	1,097,180		$	496,228		$	394,260		$	273,052		$	78,809

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	100.00		$	100.00		$	100.00		$	100.00		$	100.00
Income From Investment Operations
Net investment income		2.67			4.80			4.55			2.70			0.83
Total from investment operations		2.67			4.80			4.55			2.70			0.83
Less Distributions
Distributions from net investment income		(2.67	)		(4.80	)		(4.55	)		(2.70	)		(0.83	)
Total distributions		(2.67	)		(4.80	)		(4.55	)		(2.70	)		(0.83	)
Net Asset Value, End of Period	$	100.00		$	100.00		$	100.00		$	100.00		$	100.00
Total Return (%)		2.7			4.9			4.7			2.7			0.8
Ratio of operating expenses to average net assets (%)		0.49			0.55			0.53			0.56			0.57
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (a)		0.49			0.55			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		2.64			4.81			4.57			2.66			0.88
Net assets, end of period (000)	$	12,389		$	11,199		$	10,140		$	8,569		$	11,619

(a) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The BlackRock Money Market Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

As permitted by Rule 2a-7 under the 1940 Act, and subject to certain conditions therein, the Portfolio employs the amortized cost method of security valuation that the Fund’s Board of Directors (the “Board” or “Directors”) has determined approximates the fair market net asset value per share of the Portfolio. The Board monitors the deviations between the Portfolio’s net asset value per share, as determined by using available market quotations, and its amortized cost price per share. If the deviation exceeds 1/2 of 1%, the Board will consider what action, if any, should be initiated.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

MSF-11

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryovers.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows.

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	51,958,671	$	73,104,647	$	—	$	—	$	—	$	—	$	51,958,671	$	73,104,647

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Appreciation		Loss Carryforwards		Total
$	33,208	$	—	$	—	$	—	$	33,208

Dividends and Distributions to Shareholders:

The BlackRock Money Market Portfolio dividends are declared daily to shareholders of record at the time and are paid monthly. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

MSF-12

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

3. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$6,318,394	0.350%	Of the first $1 billion
	0.300%	Of the next $1 billion
	0.250%	On amounts in excess of $2 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers:

Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2008 to April 30, 2009, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

Annual Percentage Rate Reduction	Average Daily Net Asset Value Levels
0.005%	First $500 million
0.015%	Next $500 million

A similar expense agreement was in place for the period May 1, 2007 through April 30, 2008. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

4. U.S. TREASURY TEMPORARY GUARANTEE PROGRAM:

The Portfolio currently participates in the U.S. Department of the Treasury’s Temporary Guarantee Program for Money Market Funds (the “Program”). Subject to certain conditions and limitations, amounts held in the Portfolio by policyholders through a Separate Account as of the close of business on September 19, 2008 are guaranteed against loss under the Program in the event that the market-value based net asset value per share of the Portfolio falls below $99.50 and the Portfolio subsequently liquidates (a “Guarantee Event”). In the event that a Guarantee Event is triggered, a shareholder’s shares covered by the Program will be the lesser of (i) the amount held in the Portfolio as of close of business on September 19, 2008, or (ii) the amount held in the Portfolio on the date the Program’s guarantee is triggered. In this event and subject to the limitations of the Program, a policyholder who has remained invested in the Portfolio since September 19, 2008 would receive an increase in his or her account value with respect to each covered share of the Portfolio, equal to the difference between the amount received in the liquidation and $100.00 per share. As of December 31, 2008, assets available to the Program to support all participating money market funds do not exceed approximately $50 billion and the Program covers approximately $3 trillion in assets held in money market funds. The Program’s guarantee only applies to policyholders invested in the Portfolio through a Separate Account as of the close of business on September 19, 2008.

The Program will end on April 30, 2009; however, the Secretary of the Treasury may extend the Program through a date no later than September 18, 2009. If the Program is further extended, the Board will consider whether to continue to participate in the Program at that time. Any additional cost to participate in the extended Program may also be borne by the Portfolio.

MSF-13

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the BlackRock Money Market Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the BlackRock Money Market Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 25, 2009

MSF-14

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-15

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-16

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-17

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-18

Metropolitan Series Fund, Inc.

BlackRock Money Market Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-19

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-20

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. BlackRock Strategic Value Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the BlackRock Strategic Value Portfolio returned -38.4%, compared to its benchmark, the Russell 2000 Value Index¹, which returned -28.9%. The average return of its peer group, the Lipper Variable Insurance Products² Small-Cap Value Funds Universe, was -32.9% over the same period.

PORTFOLIO REVIEW

Amid record volatility, U.S. equity markets moved sharply lower as plummeting home values, a weakening global economy, tight credit markets and the reshaping of the financial services industry pushed investor sentiment to historic lows. Within the small cap segment of the market, value stocks outperformed their growth counterparts, though both styles endured steep absolute losses. The disparity in style returns was driven largely by the relative performance impact of the financials sector. The benchmark Russell 2000 Value Index sank 28.92%, the worst annual loss for the index since its inception. All sectors finished in negative territory, with sharp drops in financials, consumer discretionary and information technology having the most significant negative impact on overall index returns. In this challenging environment, active managers struggled to beat the benchmark. In fact, over 70% of small cap value managers underperformed the Russell 2000 Value Index in 2008, with the average manager trailing the benchmark by 450 basis points³. Performance for the BlackRock Strategic Value Portfolio fell short of the benchmark, as relative strength in the consumer staples and industrials sectors was overcome by weakness primarily in financials, information technology and energy.

Given their more defensive characteristics, consumer staples stocks became a haven for many investors as turmoil in the equity markets intensified, particularly in the second half of the year. Although indiscriminate selling did result in significant declines for the sector, the damage was much more severe in other areas. Accordingly, a significant overweight in consumer staples names, particularly among food & staples retailers and food products producers, benefited performance comparisons. Positive stock selection also added value. Notable individual contributors included BJ’s Wholesale Club, which benefited from more cost-conscious consumers, and Chattem Inc., a maker of branded over-the-counter healthcare products. The slowing global economy had a negative impact on many names in the industrials sector, as demand for their products and services waned. Against this backdrop, modest overweights among marine shippers and professional services providers and underweights to home builders and machinery producers added value. Stock selection among commercial services companies also contributed to outperformance in the sector. Key contributors included pest control services provider Rollins Inc. and refuse collector Waste Connections.

From the failure of Bear Stearns in mid-March to the bailout of AIG in November, investors were besieged by a series of unprecedented events that altered the financial services landscape. Given the turmoil in the industry, the Portfolio was underweight in the sector for much of the year. While this positioning benefited performance comparisons early in 2008, it worked against us in the third and fourth quarters as the sector performed relatively well following the extraordinary steps taken by the federal government, the Treasury and the Federal Reserve to shore up bank balance sheets, ease credit markets and inject liquidity into the system. Information technology stocks sold off sharply during the year as weakening economic data lowered expectations for corporate technology spending and clouded earnings visibility. Although an underweight in the sector added value, these relative gains were overshadowed by the negative impact of stock selection, particularly within the semiconductor, IT services and communications equipment areas. In energy, violent moves in commodity prices wreaked havoc on stock prices. Allocations within the sector and disappointing relative performance from the Portfolio’s exploration & production holdings accounted for much of the performance shortfall.

During the fourth quarter, we continued to take advantage of indiscriminate selling in the market to upgrade the overall quality of the Portfolio. The most notable trading activity occurred within the financials, consumer discretionary and information technology sectors. In financials, we increased our exposure significantly, particularly late in the year, as we believe the painful consolidation and aggressive fiscal and monetary stimulus implemented in recent months will ultimately improve industry balance sheets and ease credit spreads. While the Portfolio remains underweight in commercial banks, we added exposure in that area. We also increased the Portfolio’s weighting in the thrift & mortgage finance, real estate investment trust and insurance areas. Conversely, we reduced an overweight in the consumer discretionary sector, particularly among specialty retailers and hotels, restaurants and casinos. We expect that discretionary spending will remain tight, and that additional store closings and bankruptcy filings are likely in the wake of a disastrous holiday shopping season. We also decreased exposure in information technology, eliminating several semiconductor and software holdings. Entering 2009, the most notable Portfolio positioning relative to the Russell 2000 Value Index included modest overweights in the industrials, consumer staples and materials sectors, and underweights in utilities, financials and information technology.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 2000^® Value Index is an unmanaged measure of performance of those Russell 2000^® companies that have lower price-to-book ratios and lower forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

³ Source: Lipper Analytical Services; BAS-Merrill Lynch Small Cap Research; Russell Investment Group

MSF-2

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 2000 VALUE INDEX

Average Annual Returns as of December 31, 2008

	BlackRock Strategic Value Portfolio						Russell 2000 Value Index
	Class A		Class B		Class E
1 Year	-38.4	%	-38.6	%	-38.5	%	-28.9	%
5 Year	-3.6		-3.9		-3.7		0.3
Since Inception	4.1		-0.5		-0.3		6.7

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 7/5/00, 5/1/01 and 5/1/01, respectively. Index since inception return is based on the Class A inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION as of December 31, 2008

Top Holdings

	% of Total Net Assets
PHH Corp.	3.4%
First Niagara Financial Group, Inc.	3.0%
Hain Celestial Group, Inc.	2.5%
The Hanover Insurance Group, Inc.	2.5%
MFA Mortgage Investments, Inc.	2.3%
Platinum Underwriters Holdings, Ltd.	2.3%
United Bankshares, Inc.	2.2%
Aspen Insurance Holdings, Ltd.	2.0%
Lennox International, Inc.	1.7%
KBW, Inc.	1.7%

Top Sectors

	% of Total Market Value
Financials	36.6%
Industrials	16.8%
Consumer Discretionary	11.1%
Information Technology	8.6%
Health Care	6.5%
Consumer Staples	6.5%
Materials	5.9%
Energy	3.0%
Utilities	2.5%
Cash	2.5%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
BlackRock Strategic Value—Class A	Actual	0.90	%	$	1,000.00	$	694.51	$	3.83
	Hypothetical	0.90	%	$	1,000.00	$	1,020.56	$	4.57
BlackRock Strategic Value—Class B	Actual	1.15	%	$	1,000.00	$	693.52	$	4.90
	Hypothetical	1.15	%	$	1,000.00	$	1,019.29	$	5.84
BlackRock Strategic Value—Class E	Actual	1.05	%	$	1,000.00	$	694.54	$	4.47
	Hypothetical	1.05	%	$	1,000.00	$	1,019.79	$	5.33

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—97.2% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—2.4%
Curtiss-Wright Corp. (a)	119,400	$	3,986,766
Orbital Sciences Corp. (a) (b)	230,600		4,503,618
Teledyne Technologies, Inc. (b)	56,900		2,534,895
			11,025,279
Airlines—1.1%
JetBlue Airways Corp. (a) (b)	733,000		5,204,300
Building Products—1.7%
Lennox International, Inc.	247,000		7,975,630
Capital Markets—3.4%
Affiliated Managers Group, Inc. (b)	62,500		2,620,000
Jefferies Group, Inc. (a)	375,314		5,276,915
KBW, Inc. (b)	335,318		7,712,314
			15,609,229
Chemicals—1.5%
Sensient Technologies Corp. (a)	297,448		7,103,058
Commercial & Professional Services—4.0%
Rollins, Inc. (a)	120,900		2,185,872
The Brink’s Co.	263,600		7,085,568
The GEO Group, Inc. (a) (b)	231,100		4,166,733
Waste Connections, Inc. (b)	165,650		5,229,570
			18,667,743
Commercial Banks—8.8%
City National Corp.	101,500		4,943,050
CVB Financial Corp.	331,200		3,941,280
First Midwest Bancorp, Inc.	112,000		2,236,640
Glacier Bancorp, Inc.	247,700		4,711,254
PacWest Bancorp	148,800		4,002,720
Prosperity Bancshares, Inc.	211,800		6,267,162
United Bankshares, Inc. (a)	311,897		10,361,218
Westamerica Bancorp	42,167		2,156,842
Wintrust Financial Corp.	97,935		2,014,523
			40,634,689
Communications Equipment—1.1%
Adtran, Inc. (a)	215,900		3,212,592
Polycom, Inc. (b)	134,600		1,818,446
			5,031,038
Computers & Peripherals—0.5%
Seagate Technology (a)	499,000		2,210,570
Construction & Engineering—0.5%
Granite Construction, Inc. (a)	55,900		2,455,687
Containers & Packaging—2.5%
Silgan Holdings, Inc.	133,600		6,387,416
Temple-Inland, Inc. (a)	1,058,100		5,078,880
			11,466,296

Security Description	Shares	Value*
Diversified Consumer Services—1.1%
Brink’s Home Security Holdings, Inc. (b)	224,900	$	4,929,808
Diversified Financial Services—3.4%
PHH Corp. (b)	1,226,558		15,614,083
Electric Utilities—1.2%
CLECO Corp. (a)	154,100		3,518,103
UIL Holdings Corp.	70,395		2,113,962
			5,632,065
Electrical Equipment—1.3%
Regal-Beloit Corp. (a)	153,700		5,839,063
Energy Equipment & Services—1.0%
Cal Dive International, Inc. (a) (b)	358,700		2,335,137
Lufkin Industries, Inc. (a)	61,244		2,112,918
			4,448,055
Food & Staples Retailing—1.2%
Ruddick Corp. (a)	81,958		2,266,139
Spartan Stores, Inc. (a)	136,500		3,173,625
			5,439,764
Food Products—4.8%
Chiquita Brands International, Inc. (a) (b)	229,000		3,384,620
Hain Celestial Group, Inc. (a) (b)	615,000		11,740,350
Ralcorp Holdings, Inc. (b)	83,669		4,886,270
TreeHouse Foods, Inc. (a) (b)	87,472		2,382,737
			22,393,977
Gas Utilities—0.7%
Southwest Gas Corp. (a)	131,279		3,310,856
Health Care Equipment & Supplies—3.0%
Greatbatch, Inc. (a) (b)	214,800		5,683,608
Integra LifeSciences Holdings Corp. (b)	80,800		2,874,056
Symmetry Medical, Inc. (b)	323,533		2,578,558
Teleflex, Inc.	52,100		2,610,210
			13,746,432
Health Care Providers & Services—3.5%
Amedisys, Inc. (a) (b)	50,800		2,100,072
AmSurg Corp. (a) (b)	164,242		3,833,408
HMS Holdings Corp. (b)	81,971		2,583,726
Magellan Health Services, Inc. (b)	132,761		5,198,921
Sun Healthcare Group, Inc. (b)	286,278		2,533,560
			16,249,687
Hotels, Restaurants & Leisure—2.4%
Brinker International, Inc.	278,900		2,939,606
Pinnacle Entertainment, Inc. (a) (b)	316,800		2,433,024
Scientific Games Corp. (a) (b)	238,500		4,183,290
The Cheesecake Factory (b)	159,500		1,610,950
			11,166,870

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Household Durables—3.1%
Centex Corp. (a) (b)	438,700	$	4,667,768
Jarden Corp. (a) (b)	281,520		3,237,480
Lennar Corp. (Class A) (a)	730,000		6,329,100
			14,234,348
Insurance—8.8%
Aspen Insurance Holdings, Ltd.	372,800		9,040,400
Endurance Specialty Holdings, Ltd.	172,900		5,278,637
Navigators Group, Inc. (b)	80,104		4,398,511
Platinum Underwriters Holdings, Ltd.	289,107		10,430,980
The Hanover Insurance Group, Inc.	263,842		11,337,291
			40,485,819
Internet Software & Services—1.5%
SkillSoft, Plc. (ADR) (b)	951,929		6,796,773
IT Services—3.0%
Forrester Research, Inc. (b)	162,000		4,570,020
Hewitt Associates, Inc. (b)	157,300		4,464,174
Lender Processing Services, Inc.	157,900		4,650,155
			13,684,349
Leisure Equipment & Products—0.5%
LeapFrog Enterprises, Inc. (a) (b)	720,301		2,521,054
Machinery—2.6%
Astec Industries, Inc. (a) (b)	116,500		3,649,945
IDEX Corp. (a)	251,700		6,078,555
Wabtec Corp.	63,100		2,508,225
			12,236,725
Media—1.2%
Lions Gate Entertainment Corp. (a) (b)	1,006,600		5,536,300
Metals & Mining—1.9%
Reliance Steel & Aluminum Co.	213,400		4,255,196
Steel Dynamics, Inc.	386,700		4,323,306
			8,578,502
Multi-Utilities—0.6%
Black Hills Corp.	99,700		2,687,912
Oil, Gas & Consumable Fuels—2.1%
Berry Petroleum Co.	285,200		2,156,112
Delta Petroleum Corp. (a) (b)	227,341		1,082,143
Goodrich Petroleum Corp. (a) (b)	69,900		2,093,505
James River Coal Co. (a) (b)	210,802		3,231,595
Swift Energy Co. (a) (b)	60,600		1,018,686
			9,582,041
Personal Products—0.5%
Chattem, Inc. (b)	32,168		2,300,977

Security Description	Shares	Value*
Professional Services—0.9%
Huron Consulting Group, Inc. (a) (b)	75,100	$	4,300,977
Real Estate Investment Trusts—8.0%
Corporate Office Properties Trust (a)	110,500		3,392,350
Duke Realty Corp.	367,000		4,022,320
Mack-Cali Realty Corp.	133,200		3,263,400
MFA Mortgage Investments, Inc.	1,803,400		10,622,026
Mid-America Apartment Communities, Inc. (a)	175,200		6,510,432
Redwood Trust, Inc.	148,000		2,206,680
Washington Real Estate Investment Trust (a)	251,500		7,117,450
			37,134,658
Road & Rail—2.1%
Genesee & Wyoming, Inc. (b)	217,400		6,630,700
Ryder System, Inc.	83,902		3,253,720
			9,884,420
Semiconductors & Semiconductor Equipment—1.4%
Microsemi Corp. (b)	172,700		2,182,928
ON Semiconductor Corp. (a) (b)	472,200		1,605,480
Verigy, Ltd. (b)	305,700		2,940,834
			6,729,242
Software—1.1%
Lawson Software, Inc. (b)	1,114,100		5,280,834
Specialty Retail—2.8%
Abercrombie & Fitch Co. (Class A) (a)	182,300		4,205,661
Gymboree Corp. (b)	208,300		5,434,547
Tractor Supply Co. (a) (b)	88,700		3,205,618
			12,845,826
Thrifts & Mortgage Finance—4.0%
Astoria Financial Corp.	281,447		4,638,247
First Niagara Financial Group, Inc.	844,800		13,660,416
			18,298,663
Total Common Stock (Identified Cost $492,585,593)			449,273,599

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Schedule of Investments as of December 31, 2008

Short Term Investments—13.5%

Security Description	Shares/Face Amount		Value*
Mutual Funds—11.9%
State Street Navigator Securities Lending Prime Portfolio (c)		55,164,303	$	55,164,303
Repurchase Agreement—1.6%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $7,289,004 on 01/02/09, collateralized by $7,435,000 U.S. Treasury Bill due 02/19/09 with a value of $7,435,000.	$	7,289,000		7,289,000
Total Short Term Investments (Identified Cost $62,453,303)				62,453,303
Total Investments—110.7% (Identified Cost $555,038,896) (d)				511,726,902
Liabilities in excess of other assets				(49,660,154	)
Total Net Assets—100%			$	462,066,748

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $55,402,686 and the collateral received consisted of cash in the amount of $55,164,303. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $577,452,636 and the composition of unrealized appreciation and depreciation of investment securities was $24,752,500 and $(90,478,234), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	504,437,902	$	0
Level 2 - Other Significant Observable Inputs		7,289,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	511,726,902	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	511,726,902
Cash				351
Receivable for:
Securities sold				3,764,248
Fund shares sold				1,465,872
Accrued interest and dividends				926,293
Total Assets				517,883,666
Liabilities
Payable for:
Fund shares redeemed	$	272,560
Collateral for securities loaned		55,164,303
Accrued expenses:
Management fees		308,388
Service and distribution fees		31,231
Other expenses		40,436
Total Liabilities				55,816,918
Net Assets			$	462,066,748
Net assets consists of:
Capital paid in			$	791,009,386
Undistributed net investment income				3,872,235
Accumulated net realized losses				(289,502,879	)
Unrealized depreciation on investments				(43,311,994	)
Net Assets			$	462,066,748
Computation of offering price:
Class A
Net asset value and redemption price per share ($260,771,074 divided by 30,755,127 shares outstanding)			$	8.48
Class B
Net asset value and redemption price per share ($96,606,302 divided by 11,571,195 shares outstanding)			$	8.35
Class E
Net asset value and redemption price per share ($104,689,372 divided by 12,484,602 shares outstanding)			$	8.39
(a) Identified cost of investments			$	555,038,896
(b) Includes cash collateral for securities loaned of			$	55,164,303

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	8,538,909
Interest					2,625,460	(a)
					11,164,369
Expenses
Management fees	$	5,691,931
Service and distribution fees—Class B		337,092
Service and distribution fees—Class E		235,250
Directors’ fees and expenses		31,907
Custodian		89,010
Audit and tax services		36,941
Legal		11,528
Printing		192,594
Insurance		10,374
Miscellaneous		16,906
Total expenses		6,653,533
Expense reductions		(296,356	)		6,357,177
Net Investment Income					4,807,192
Realized and Unrealized Loss
Realized loss on:
Investments—net					(273,233,979	)
Change in unrealized depreciation on:
Investments—net					(38,833,396	)
Net loss					(312,067,375	)
Net Decrease in Net Assets From Operations				$	(307,260,183	)

(a) Includes income on securities loaned of $2,266,957.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	4,807,192		$	5,405,187
Net realized gain (loss)		(273,233,979	)		51,593,377
Change in unrealized depreciation		(38,833,396	)		(88,014,608	)
Decrease in net assets from operations		(307,260,183	)		(31,016,044	)
From Distributions to Shareholders
Net investment income
Class A		(2,161,034	)		(1,793,872	)
Class B		(303,929	)		(99,321	)
Class E		(563,452	)		(369,395	)
		(3,028,415	)		(2,262,588	)
Net realized gain
Class A		(39,211,797	)		(68,897,991	)
Class B		(13,589,956	)		(20,599,114	)
Class E		(16,032,765	)		(28,374,988	)
		(68,834,518	)		(117,872,093	)
Total distributions		(71,862,933	)		(120,134,681	)
Increase (decrease) in net assets from capital share transactions		(46,724,869	)		7,479,154
Net decrease in net assets		(425,847,985	)		(143,671,571	)
Net Assets
Beginning of the period		887,914,733			1,031,586,304
End of the period	$	462,066,748		$	887,914,733
Undistributed Net Investment Income
End of the period	$	3,872,235		$	4,343,873

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	2,144,593		$	21,819,627		4,125,452		$	69,435,674
Reinvestments	3,192,348			41,372,831		4,286,954			70,691,863
Redemptions	(8,154,388	)		(95,223,080	)	(9,213,618	)		(152,838,244	)
Net decrease	(2,817,447	)	$	(32,030,622	)	(801,212	)	$	(12,710,707	)
Class B
Sales	1,210,337		$	13,142,441		2,362,092		$	38,933,096
Reinvestments	1,087,158			13,893,885		1,271,403			20,698,435
Redemptions	(2,172,732	)		(26,217,724	)	(1,837,032	)		(29,976,931	)
Net increase	124,763		$	818,602		1,796,463		$	29,654,600
Class E
Sales	664,408		$	6,925,316		856,416		$	13,920,361
Reinvestments	1,293,548			16,596,217		1,759,142			28,744,383
Redemptions	(3,290,097	)		(39,034,382	)	(3,175,252	)		(52,129,483	)
Net decrease	(1,332,141	)	$	(15,512,849	)	(559,694	)	$	(9,464,739	)
Increase (decrease) derived from capital share transactions			$	(46,724,869	)			$	7,479,154

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	15.17		$	17.74		$	18.55		$	19.17		$	16.62
Income From Investment Operations
Net investment income		0.09	(a)		0.10	(a)		0.08			0.08			0.00
Net realized and unrealized gain (loss) of investments		(5.46	)		(0.55	)		2.84			0.57			2.55
Total from investment operations		(5.37	)		(0.45	)		2.92			0.65			2.55
Less Distributions
Distributions from net investment income		(0.07	)		(0.05	)		(0.06	)		0.00			0.00
Distributions from net realized capital gains		(1.25	)		(2.07	)		(3.67	)		(1.27	)		0.00
Total distributions		(1.32	)		(2.12	)		(3.73	)		(1.27	)		0.00
Net Asset Value, End of Period	$	8.48		$	15.17		$	17.74		$	18.55		$	19.17
Total Return (%)		(38.4	)		(3.5	)		16.7			4.2			15.3
Ratio of operating expenses to average net assets before expense reductions (%)		0.89			0.88			0.89			0.89			0.89
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.85			0.85			0.85			0.84			0.87
Ratio of net investment income (loss) to average net assets (%)		0.79			0.62			0.48			0.42			(0.03	)
Portfolio turnover rate (%)		184			121			141			175			33
Net assets, end of period (000)	$	260,771		$	509,332		$	609,877		$	604,086		$	666,800

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	14.95		$	17.51		$	18.35		$	19.02		$	16.53
Income From Investment Operations
Net investment income		0.06	(a)		0.06	(a)		0.04			0.03			0.00
Net realized and unrealized gain (loss) of investments		(5.38	)		(0.54	)		2.81			0.57			2.49
Total from investment operations		(5.32	)		(0.48	)		2.85			0.60			2.49
Less Distributions
Distributions from net investment income		(0.03	)		(0.01	)		(0.02	)		0.00			0.00
Distributions from net realized capital gains		(1.25	)		(2.07	)		(3.67	)		(1.27	)		0.00
Total distributions		(1.28	)		(2.08	)		(3.69	)		(1.27	)		0.00
Net Asset Value, End of Period	$	8.35		$	14.95		$	17.51		$	18.35		$	19.02
Total Return (%)		(38.6	)		(3.7	)		16.4			3.9			15.1
Ratio of operating expenses to average net assets before expense reductions (%)		1.14			1.13			1.14			1.14			1.14
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.10			1.10			1.10			1.09			1.12
Ratio of net investment income (loss) to average net assets (%)		0.55			0.39			0.26			0.20			(0.09	)
Portfolio turnover rate (%)		184			121			141			175			33
Net assets, end of period (000)	$	96,606		$	171,141		$	169,004		$	116,849		$	58,676

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	15.01		$	17.58		$	18.41		$	19.06		$	16.55
Income From Investment Operations
Net investment income (loss)		0.08	(a)		0.08	(a)		0.06			0.05			(0.02	)
Net realized and unrealized gain (loss) of investments		(5.41	)		(0.55	)		2.82			0.57			2.53
Total from investment operations		(5.33	)		(0.47	)		2.88			0.62			2.51
Less Distributions
Distributions from net investment income		(0.04	)		(0.03	)		(0.04	)		0.00			0.00
Distributions from net realized capital gains		(1.25	)		(2.07	)		(3.67	)		(1.27	)		0.00
Total distributions		(1.29	)		(2.10	)		(3.71	)		(1.27	)		0.00
Net Asset Value, End of Period	$	8.39		$	15.01		$	17.58		$	18.41		$	19.06
Total Return (%)		(38.5	)		(3.6	)		16.6			4.0			15.2
Ratio of operating expenses to average net assets before expense reductions (%)		1.04			1.03			1.04			1.04			1.04
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.00			1.00			1.00			0.99			1.02
Ratio of net investment income (loss) to average net assets (%)		0.64			0.47			0.32			0.27			(0.16	)
Portfolio turnover rate (%)		184			121			141			175			33
Net assets, end of period (000)	$	104,689		$	207,442		$	252,705		$	253,532		$	273,771

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The BlackRock Strategic Value Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-12

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-13

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-14

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $187,013,415 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	31,951,000	$	75,634,272	$	39,911,933	$	44,500,409	$	—	$	—	$	71,862,933	$	120,134,681

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	3,872,234	$	—	$	(65,725,734	)	$	(187,013,415	)	$	(248,866,915	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(80,075,724	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	1,237,699,344	$	0	$	1,327,092,653

MSF-15

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$5,691,931	0.850%	Of the first $500 million
	0.800%	Of the next $500 million
	0.750%	On amounts in excess of $1 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio

MSF-16

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the BlackRock Strategic Value Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the BlackRock Strategic Value Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

BlackRock Strategic Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. Capital Guardian U.S. Equity Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Managed by Capital Guardian Trust Company

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Capital Guardian U.S. Equity Portfolio returned -40.2%, compared to its benchmark, the Standard & Poor’s 500 Index¹, which returned -37.0%. The average return of its peer group, the Lipper Variable Insurance Products² Multi-Cap Core Funds Universe, was -38.6% over the same period.

PORTFOLIO REVIEW

The U.S. market was the epicenter of the global collapse, as a cascade of events threatened to crumble its bulwarks. Credit evaporated, investment banks went bust and U.S. housing and consumer spending broke down, pushing automakers to the brink of collapse. Despite heavy intervention by the U.S. government, investors became increasingly alarmed and sought shelter from the storm, sending the S&P 500 Index down 37.0%.

The year began cautiously as fallout from 2007’s subprime mortgage trouble rippled through the credit markets, causing the eventual collapse of collateralized debt obligations and leaving major financial institutions with massive amounts of untradeable bonds on their books. Though the government facilitated buyouts of many major banks and lenders it essentially refused to come to the aid of Lehman Brothers. The firm was forced to file for bankruptcy, igniting fear of a complete collapse of the banking system.

By the end of September, the carnage was substantial. All of the major independent investment banks had been taken over, gone under or had applied to become traditional bank-holding companies, and three major institutions, Freddie Mac, Fannie Mae and American International Group, were under the control of the government. Credit markets had seized up; companies began having trouble rolling over their commercial paper and cities were unable to market and sell municipal bonds.

The Portfolio underperformed the benchmark mainly due to stock selection in several sectors. We began the year with holdings in financials that we believed would come through the credit crunch able to grow and increase market share. However, we underestimated the severity of the credit crisis and the extent to which companies with strong balance sheets were vulnerable. Our selection of consumer discretionary and information technology companies also detracted from the Portfolio’s performance. The overweight position and selection in health care added to returns (although UnitedHealth Group was a detractor), as did the choice of materials and industrials stocks.

Freddie Mac and Fannie Mae were among the largest drags on relative results, along with Lehman Brothers and Wachovia. Yet other financial holdings, including JPMorgan Chase and Wells Fargo, were among the top contributors to relative returns. The Portfolio also benefited from not owning Citigroup. Elsewhere, ImClone Systems, which was bought by Eli Lilly, and Genentech, which received a bid from Roche, impacted results positively. Barrick Gold also helped returns as the price of the precious metal rose.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

A $10,000 INVESTMENT COMPARED TO THE S&P 500 INDEX

Average Annual Returns as of December 31, 2008

	Capital Guardian U.S. Equity Portfolio				S&P 500 Index
	Class A		Class B
1 Year	-40.2	%	-40.4	%	-37.0	%
5 Year	-5.3		-5.6		-2.2
Since Inception	-2.8		-3.0		-0.7

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception date of the Class A and Class B shares is 5/1/02. Index since inception return is based on the Class A inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
General Electric Co.	3.0%
Google, Inc. (Class A)	2.9%
United Parcel Service, Inc. (Class B)	2.9%
JPMorgan Chase & Co.	2.8%
PepsiCo, Inc.	2.6%
Baxter International, Inc.	2.5%
Genentech, Inc.	2.5%
Kraft Foods, Inc. (Class A)	2.4%
Celgene Corp.	2.4%
Target Corp.	2.3%

Top Sectors

	% of Total Market Value
Health Care	18.3%
Information Technology	15.7%
Industrials	12.3%
Financials	12.0%
Consumer Discretionary	11.8%
Consumer Staples	11.8%
Energy	6.9%
Materials	5.3%
Telecommunication Services	3.0%
Utilities	0.9%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Capital Guardian U.S. Equity—Class A	Actual	0.77	%	$	1,000.00	$	693.46	$	3.28
	Hypothetical	0.77	%	$	1,000.00	$	1,021.22	$	3.91
Capital Guardian U.S. Equity—Class B	Actual	1.02	%	$	1,000.00	$	692.14	$	4.34
	Hypothetical	1.02	%	$	1,000.00	$	1,019.95	$	5.18

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—97.8% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—1.1%
United Technologies Corp.	56,490	$	3,027,864
Air Freight & Logistics—3.3%
FedEx Corp.	16,680		1,070,022
United Parcel Service, Inc. (Class B) (a)	142,900		7,882,364
			8,952,386
Airlines—0.4%
Southwest Airlines Co.	132,900		1,145,598
Auto Components—0.2%
Johnson Controls, Inc.	36,200		657,392
Automobiles—0.5%
Honda Motor Co., Ltd. (ADR)	62,800		1,340,152
Beverages—3.1%
PepsiCo, Inc.	131,080		7,179,252
The Coca-Cola Co.	29,100		1,317,357
			8,496,609
Biotechnology—5.5%
BioMarin Pharmaceutical, Inc. (a) (b)	29,500		525,100
Celgene Corp. (b)	117,300		6,484,344
Genentech, Inc. (b)	82,500		6,840,075
Gilead Sciences, Inc. (a) (b)	21,200		1,084,168
			14,933,687
Capital Markets—2.4%
T. Rowe Price Group, Inc.	12,800		453,632
The Goldman Sachs Group, Inc.	71,780		6,057,514
			6,511,146
Chemicals—1.4%
Celanese Corp. (Series A)	13,600		169,048
Ecolab, Inc. (a)	13,000		456,950
Monsanto Co.	25,500		1,793,925
Potash Corp. of Saskatchewan, Inc.	18,000		1,317,960
			3,737,883
Commercial & Professional Services—0.3%
Iron Mountain, Inc. (a) (b)	29,800		736,954
Commercial Banks—2.3%
SunTrust Banks, Inc. (a)	5,300		156,562
Wells Fargo & Co.	207,200		6,108,256
			6,264,818
Communications Equipment—4.0%
Brocade Communications Systems, Inc. (b)	448,000		1,254,400
Ciena Corp. (a) (b)	27,100		181,570
Cisco Systems, Inc. (b)	294,140		4,794,482
Polycom, Inc. (a) (b)	70,700		955,157
QUALCOMM, Inc.	102,260		3,663,976
			10,849,585

Security Description	Shares	Value*
Computers & Peripherals—2.1%
Apple, Inc. (a) (b)	26,600	$	2,270,310
Dell, Inc. (b)	71,600		733,184
Hewlett-Packard Co.	25,400		921,766
International Business Machines Corp.	11,730		987,197
NetApp, Inc. (b)	55,100		769,747
			5,682,204
Construction & Engineering—1.6%
Fluor Corp.	89,700		4,024,839
Jacobs Engineering Group, Inc. (a) (b)	8,500		408,850
			4,433,689
Construction Materials—0.5%
Vulcan Materials Co. (a)	21,200		1,475,096
Diversified Consumer Services—0.8%
Apollo Group, Inc. (Class A) (b)	28,000		2,145,360
Diversified Financial Services—2.9%
Bank of America Corp.	24,500		344,960
JPMorgan Chase & Co.	241,872		7,626,224
			7,971,184
Diversified Telecommunication Services—1.9%
AT&T, Inc.	179,377		5,112,244
Electric Utilities—0.2%
Edison International	18,400		591,008
Electrical Equipment—0.8%
Emerson Electric Co.	29,100		1,065,351
First Solar, Inc. (a) (b)	7,300		1,007,108
			2,072,459
Electronic Equipment, Instruments & Components—1.0%
Agilent Technologies, Inc. (b)	64,305		1,005,087
Flextronics International, Ltd. (b)	148,000		378,880
Jabil Circuit, Inc.	208,010		1,404,068
			2,788,035
Energy Equipment & Services—1.4%
Baker Hughes, Inc. (a)	19,610		628,893
Schlumberger, Ltd.	75,300		3,187,449
			3,816,342
Food & Staples Retailing—1.1%
Costco Wholesale Corp.	17,900		939,750
Wal-Mart Stores, Inc.	37,000		2,074,220
			3,013,970
Food Products—4.4%
Kraft Foods, Inc. (Class A)	241,536		6,485,242
Sara Lee Corp.	443,300		4,339,907
Unilever NV (NY Shares)	48,500		1,190,675
			12,015,824

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Health Care Equipment & Supplies—3.1%
Baxter International, Inc.	127,800	$	6,848,802
Lumenis, Ltd. (a) (b) (c)	520		546
Medtronic, Inc.	48,000		1,508,160
			8,357,508
Health Care Providers & Services—3.3%
Aetna, Inc.	2,300		65,550
Cardinal Health, Inc.	80,800		2,785,176
DaVita, Inc. (b)	86,400		4,282,848
UnitedHealth Group, Inc.	71,500		1,901,900
			9,035,474
Health Care Technology—0.7%
Cerner Corp. (a) (b)	47,300		1,818,685
Hotels, Restaurants & Leisure—1.1%
Carnival Corp. (b)	61,700		1,500,544
Las Vegas Sands Corp. (a) (b)	109,000		646,370
Wynn Resorts, Ltd. (a) (b)	17,600		743,776
			2,890,690
Household Products—0.3%
Kimberly-Clark Corp.	13,100		690,894
Industrial Conglomerates—3.0%
General Electric Co.	508,400		8,236,080
Insurance—2.7%
ACE, Ltd.	17,500		926,100
Aflac, Inc.	37,400		1,714,416
Berkshire Hathaway, Inc. (Class A) (b)	21		2,028,600
RenaissanceRe Holdings, Ltd.	9,900		510,444
The Progressive Corp.	147,900		2,190,399
			7,369,959
Internet Software & Services—3.7%
eBay, Inc. (b)	34,820		486,087
Google, Inc. (Class A) (b)	25,830		7,946,600
Yahoo!, Inc. (a) (b)	125,880		1,535,736
			9,968,423
IT Services—1.5%
Cognizant Technology Solutions Corp. (Class A) (a) (b)	41,300		745,878
Paychex, Inc. (a)	98,900		2,599,092
Visa, Inc. (a)	13,600		713,320
			4,058,290
Machinery—1.2%
Danaher Corp. (a)	13,100		741,591
Illinois Tool Works, Inc.	71,400		2,502,570
			3,244,161

Security Description	Shares	Value*
Media—4.7%
CBS Corp. (Class B)	163,350	$	1,337,836
Comcast Corp. (Class A)	50,100		845,688
Gannett Co., Inc. (a)	80,600		644,800
Omnicom Group, Inc.	109,700		2,953,124
The Walt Disney Co.	153,500		3,482,915
Time Warner Cable, Inc. (Class A) (a) (b)	84,400		1,810,380
Time Warner, Inc.	76,700		771,602
Viacom, Inc. (Class B) (a) (b)	50,250		957,765
			12,804,110
Metals & Mining—3.2%
Allegheny Technologies, Inc. (a)	70,900		1,810,077
Barrick Gold Corp.	126,600		4,655,082
Cliffs Natural Resources, Inc.	28,100		719,641
Nucor Corp. (a)	36,300		1,677,060
			8,861,860
Multi-Utilities—0.2%
CMS Energy Corp. (a)	58,700		593,457
Multiline Retail—2.7%
Nordstrom, Inc. (a)	81,000		1,078,110
Target Corp. (a)	185,000		6,388,050
			7,466,160
Oil, Gas & Consumable Fuels—5.5%
Anadarko Petroleum Corp.	23,200		894,360
Chevron Corp.	39,633		2,931,653
ConocoPhillips (a)	34,900		1,807,820
EOG Resources, Inc.	8,400		559,272
Exxon Mobil Corp.	31,299		2,498,599
Kinder Morgan Management, LLC	15,834		633,043
Marathon Oil Corp.	118,700		3,247,632
Royal Dutch Shell, Plc. (Class A) (ADR)	27,400		1,450,556
Royal Dutch Shell, Plc. (Class B) (ADR)	17,244		886,859
			14,909,794
Pharmaceuticals—5.6%
Abbott Laboratories	90,200		4,813,975
Allergan, Inc.	97,930		3,948,538
AstraZeneca, Plc. (ADR) (a)	40,300		1,653,509
Forest Laboratories, Inc. (b)	51,860		1,320,874
Pfizer, Inc.	48,400		857,164
Sanofi-Aventis S.A. (ADR)	27,100		871,536
Teva Pharmaceutical Industries, Ltd. (ADR) (a)	40,600		1,728,342
			15,193,938
Professional Services—0.3%
Monster Worldwide, Inc. (a) (b)	68,500		828,165
Road & Rail—0.3%
Union Pacific Corp. (a)	18,000		860,400

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Semiconductors & Semiconductor Equipment—1.1%
Intel Corp.	50,000	$	733,000
KLA-Tencor Corp. (a)	69,700		1,518,763
Lam Research Corp. (a) (b)	17,300		368,144
Microchip Technology, Inc. (a)	24,000		468,720
			3,088,627
Software—2.1%
Adobe Systems, Inc. (b)	54,500		1,160,305
Microsoft Corp.	134,530		2,615,263
Nintendo Co., Ltd. (ADR) (a)	33,000		1,575,750
Oracle Corp. (a) (b)	27,600		489,348
			5,840,666
Specialty Retail—1.7%
Best Buy Co., Inc. (a)	32,800		922,008
Home Depot, Inc.	71,458		1,644,963
Lowe’s Cos., Inc.	69,100		1,487,032
Urban Outfitters, Inc. (a) (b)	45,100		675,598
			4,729,601
Textiles, Apparel & Luxury Goods—0.3%
Hanesbrands, Inc. (a) (b)	60,387		769,934
Thrifts & Mortgage Finance—1.7%
Astoria Financial Corp. (a)	43,500		716,880
Hudson City Bancorp, Inc. (a)	254,600		4,063,416
			4,780,296
Tobacco—3.0%
Altria Group, Inc.	154,200		2,322,252
Philip Morris International, Inc.	137,500		5,982,625
			8,304,877
Water Utilities—0.5%
American Water Works Co., Inc. (a) (b)	60,300		1,259,064
Wireless Telecommunication Services—1.1%
American Tower Corp. (Class A) (b)	101,170		2,966,304
Total Common Stock (Identified Cost $351,395,629)			266,698,906
Preferred Stock—0.3%
Pharmaceuticals—0.3%
Schering-Plough Corp.	5,000		871,563
Total Preferred Stock (Identified Cost $1,250,000)			871,563

Short Term Investments—15.8%
Security Description	Shares/Face Amount		Value*
Mutual Funds—14.0%
State Street Navigator Securities Lending Prime Portfolio (d)		38,260,047	$	38,260,047
Repurchase Agreement—1.8%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $4,839,003 on 01/02/09, collateralized by $4,940,000 U.S. Treasury Bill due 02/12/09 with a value of $4,940,000.	$	4,839,000		4,839,000
Total Short Term Investments (Identified Cost $43,099,047)				43,099,047
Total Investments—113.9% (Identified Cost $395,744,676) (e)				310,669,516
Liabilities in excess of other assets				(37,941,321	)
Total Net Assets—100%			$	272,728,195

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $38,148,408 and the collateral received consisted of cash in the amount of $38,260,047. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

(c) Security was valued in good faith under procedures established by the Board of Directors.

(d) Represents investment of cash collateral received from securities lending transactions.

(e) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $397,558,417 and the composition of unrealized appreciation and depreciation of investment securities was $5,985,414 and $(92,874,315), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	304,958,407	$	0
Level 2 - Other Significant Observable Inputs		5,710,563		0
Level 3 - Significant Unobservable Inputs		546		0
Total	$	310,669,516	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities		Other Financial Instruments
Balance as of January 1, 2008	$	546	$	0
Transfers in (Out) of Level 3		0		0
Accrued discounts/premiums		0		0
Realized Gain (Loss)		0		0
Change in unrealized appreciation (depreciation)		0		0
Net Purchases (Sales)		0		0
Balance as of December 31, 2008	$	546	$	0

MSF-8

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	310,669,516
Cash				702
Receivable for:
Fund shares sold				5,809
Accrued interest and dividends				780,139
Foreign taxes				26,133
Total Assets				311,482,299
Liabilities
Payable for:
Securities purchased	$	130,434
Fund shares redeemed		159,007
Withholding taxes		546
Collateral for securities loaned		38,260,047
Accrued expenses:
Management fees		154,647
Service and distribution fees		11,449
Deferred directors’ fees		1,778
Other expenses		36,196
Total Liabilities				38,754,104
Net Assets			$	272,728,195
Net assets consists of:
Capital paid in			$	461,798,401
Undistributed net investment income				4,917,785
Accumulated net realized losses				(108,912,831	)
Unrealized depreciation on investments				(85,075,160	)
Net Assets			$	272,728,195
Computation of offering price:
Class A
Net asset value and redemption price per share ($217,271,785 divided by 33,597,856 shares outstanding)			$	6.47
Class B
Net asset value and redemption price per share ($55,456,410 divided by 8,626,437 shares outstanding)			$	6.43
(a) Identified cost of investments			$	395,744,676
(b) Includes cash collateral for securities loaned of			$	38,260,047

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	7,811,963	(a)
Interest					483,647	(b)
					8,295,610
Expenses
Management fees	$	2,736,756
Service and distribution fees—Class B		210,924
Directors’ fees and expenses		30,707
Custodian		54,837
Audit and tax services		31,941
Legal		6,873
Printing		140,305
Insurance		6,198
Miscellaneous		12,989
Total expenses		3,231,530
Expense reductions		(20,082	)		3,211,448
Net Investment Income					5,084,162
Realized and Unrealized Loss
Realized loss on:
Investments—net					(99,523,948	)
Change in unrealized depreciation on:
Investments—net					(101,358,221	)
Net loss					(200,882,169	)
Net Decrease in Net Assets From Operations				$	(195,798,007	)

(a) Net of foreign taxes of $69,847.

(b) Includes income on securities loaned of $383,211.

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	5,084,162		$	4,775,998
Net realized gain (loss)		(99,523,948	)		61,359,492
Change in unrealized depreciation		(101,358,221	)		(65,773,349	)
Increase (decrease) in net assets from operations		(195,798,007	)		362,141
From Distributions to Shareholders
Net investment income
Class A		(3,935,663	)		(2,110,792	)
Class B		(777,776	)		(268,916	)
		(4,713,439	)		(2,379,708	)
Net realized gain
Class A		(44,593,601	)		(26,256,976	)
Class B		(12,008,512	)		(6,493,530	)
		(56,602,113	)		(32,750,506	)
Total distributions		(61,315,552	)		(35,130,214	)
Increase in net assets from capital share transactions		6,723,645			4,604,611
Net decrease in net assets		(250,389,914	)		(30,163,462	)
Net Assets
Beginning of the period		523,118,109			553,281,571
End of the period	$	272,728,195		$	523,118,109
Undistributed Net Investment Income
End of the period	$	4,917,785		$	4,674,866

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	2,067,863		$	18,511,389		4,411,021		$	57,665,708
Reinvestments	4,734,562			48,529,264		2,183,816			28,367,768
Redemptions	(6,491,763	)		(60,069,293	)	(6,902,715	)		(91,386,169	)
Net increase (decrease)	310,662		$	6,971,360		(307,878	)	$	(5,352,693	)
Class B
Sales	372,777		$	3,545,714		1,765,336		$	23,167,316
Reinvestments	1,252,330			12,786,288		522,600			6,762,446
Redemptions	(1,815,674	)		(16,579,717	)	(1,517,326	)		(19,972,458	)
Net increase (decrease)	(190,567	)	$	(247,715	)	770,610		$	9,957,304
Increase derived from capital share transactions			$	6,723,645				$	4,604,611

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	12.44		$	13.30		$	12.33		$	11.66		$	10.81
Income From Investment Operations
Net investment income		0.12	(a)		0.12	(a)		0.11			0.09			0.09
Net realized and unrealized gain (loss) of investments		(4.56	)		(0.09	)		1.13			0.58			0.91
Total from investment operations		(4.44	)		0.03			1.24			0.67			1.00
Less Distributions
Distributions from net investment income		(0.12	)		(0.07	)		(0.13	)		(0.00	)(b)		(0.15	)
Distributions from net realized capital gains		(1.41	)		(0.82	)		(0.14	)		0.00			0.00
Total distributions		(1.53	)		(0.89	)		(0.27	)		(0.00	)		(0.15	)
Net Asset Value, End of Period	$	6.47		$	12.44		$	13.30		$	12.33		$	11.66
Total Return (%)		(40.2	)		(0.1	)		10.1			5.8			9.3
Ratio of operating expenses to average net assets before expense reductions (%)		0.74			0.71			0.73			0.73			0.75
Ratio of operating expenses to average net assets after expense reductions (%) (c)		0.74			0.71			0.73			0.73			0.74
Ratio of net investment income to average net assets (%)		1.31			0.89			0.76			0.73			0.77
Portfolio turnover rate (%)		49			45			42			29			45
Net assets, end of period (000)	$	217,272		$	414,065		$	446,828		$	426,968		$	455,938

	Class B
	Year ended December 31,
	2008			2007			2006			2005		2004
Net Asset Value, Beginning of Period	$	12.37		$	13.23		$	12.27		$	11.63	$	10.78
Income From Investment Operations
Net investment income		0.10	(a)		0.08	(a)		0.06			0.06		0.07
Net realized and unrealized gain (loss) of investments		(4.54	)		(0.09	)		1.14			0.58		0.90
Total from investment operations		(4.44	)		(0.01	)		1.20			0.64		0.97
Less Distributions
Distributions from net investment income		(0.09	)		(0.03	)		(0.10	)		0.00		(0.12	)
Distributions from net realized capital gains		(1.41	)		(0.82	)		(0.14	)		0.00		0.00
Total distributions		(1.50	)		(0.85	)		(0.24	)		0.00		(0.12	)
Net Asset Value, End of Period	$	6.43		$	12.37		$	13.23		$	12.27	$	11.63
Total Return (%)		(40.4	)		(0.3	)		9.8			5.5		9.0
Ratio of operating expenses to average net assets before expense reductions (%)		0.99			0.96			0.98			0.98		1.00
Ratio of operating expenses to average net assets after expense reductions (%) (c)		0.99			0.96			0.98			0.98		0.99
Ratio of net investment income to average net assets (%)		1.05			0.64			0.51			0.48		0.56
Portfolio turnover rate (%)		49			45			42			29		45
Net assets, end of period (000)	$	55,456		$	109,053		$	106,454		$	89,728	$	68,440

(a) Per share amount is based on average shares outstanding during the period.

(b) Distributions for the period were less than $0.01.

(c) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Capital Guardian U.S. Equity Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A and Class B. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-12

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-13

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-14

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had capital loss carryforwards as follows:

Expiring 12/31/09		Expiring 12/31/16		Total
$	8,209,090	$	89,242,137	$	97,451,227

The utilization of the capital loss carryforward acquired as part of a merger may be limited under section 382 of the Code.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	4,973,387	$	5,251,860	$	56,342,165	$	29,878,354	$	—	$	—	$	61,315,552	$	35,130,214

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	4,920,440	$	—	$	(86,888,901	)	$	(97,451,227	)	$	(179,419,688	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(9,647,863	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

MSF-15

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	199,195,199	$	0	$	249,709,651

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$2,736,756	0.700%	Of the first $200 million
	0.650%	Of the next $300 million
	0.600%	Of the next $1.5 billion
	0.550%	On amounts in excess of $2 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Capital Guardian Trust Company is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B shares. Under the Distribution and Service Plan, the Class B shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the

MSF-16

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. SUBSEQUENT EVENTS:

On November 7, 2008, the Board approved the acquisition of the Portfolio by the Met Investors Series Trust Pioneer Fund Portfolio (“MIST Pioneer Fund Portfolio”), subject to the approval of shareholders of the Portfolio. On or about April 30, 2009, the shareholders of the Portfolio will consider the approval of a proposed Agreement and Plan of Reorganization providing for the acquisition of all the assets of the Portfolio by the MIST Pioneer Fund Portfolio in exchange for shares of the MIST Pioneer Fund Portfolio and the assumption by the MIST Pioneer Fund Portfolio of the liabilities of the Portfolio. If approved by shareholders, the reorganization will close on or about May 1, 2009.

8. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Capital Guardian U.S. Equity Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Capital Guardian U.S. Equity Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

Capital Guardian U.S. Equity Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. Davis Venture Value Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Portfolio, Inc.

Davis Venture Value Portfolio

Managed by Davis Selected Advisers, L.P.

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Davis Venture Value Portfolio returned -39.3%, compared to its benchmark, the Standard & Poor’s 500 Index ¹, which returned -37.0%. The average return of its peer group, the Lipper Variable Insurance Products² Large-Cap Value Funds Universe, was -37.1% over the same period.

PORTFOLIO REVIEW

The sectors within the S&P 500 Index that turned in the weakest performance over the year were financials, materials, and information technology. The sectors that turned in the strongest (but still negative) performance over the year were consumer staples and health care.

The Portfolio’s financial companies out-performed the corresponding sector within the Index (down 49% versus down 55% for the Index), but were still the largest detractors from performance. A higher relative average weighting in this sector (31% versus 16% for the Index) detracted from both absolute and relative performance. American International Group, American Express, Merrill Lynch, Berkshire Hathaway, Loews, Bank of New York Mellon, and JPMorgan Chase were among the top detractors from performance. Wells Fargo was among the top contributors to the Portfolio’s performance.

The second largest detractor from performance was energy companies. The Portfolio’s energy companies under-performed the corresponding sector within the Index (down 37% versus down 35% for the Index). A higher relative average weighting in this sector (16% versus 14% for the Index) detracted from performance. ConocoPhillips was among the top detractors from performance.

The Portfolio’s relative performance was helped by having a higher relative average weighting in consumer staple companies (14% versus 11% for the Index). Unfortunately, the Portfolio’s consumer staple companies under-performed the corresponding sector within the Index (down 24% versus down 16% for the Index). Wal-Mart Stores was among the most important contributors to performance while Costco was among the most important detractors. The Portfolio no longer owns Wal-Mart Stores.

The Portfolio’s relative performance was harmed by having a lower relative average weighting in health care companies (4% versus 13% for the Index). The Portfolio’s healthcare companies under-performed the corresponding sector within the Index (down 32% versus down 23% for the Index). Schering Plough, was among the most important contributors to performance.

H&R Block, a consumer discretionary company, was the single most important contributor to performance over the year.

The Portfolio held 10% of assets in foreign companies (including American Depositary Receipts) at December 31, 2008. As a whole these companies under-performed the domestic companies held by the Portfolio.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

A $10,000 INVESTMENT COMPARED TO THE S&P 500 INDEX

Average Annual Returns as of December 31, 2008

	Davis Venture Value Portfolio						S&P 500 Index
	Class A		Class B		Class E
1 Year	-39.3	%	-39.5	%	-39.5	%	-37.0	%
5 Year	-2.1		-2.3		-2.2		-2.2
10 Year	1.2		—		—		-1.4
Since Inception	—		2.1		-1.3		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 10/31/94, 7/30/02, 2/20/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Costco Wholesale Corp.	4.2%
Wells Fargo & Co.	4.1%
ConocoPhillips	4.1%
JPMorgan Chase & Co.	4.0%
Berkshire Hathaway, Inc.	3.8%
Devon Energy Corp.	3.4%
Philip Morris International, Inc.	3.3%
Occidental Petroleum Corp.	2.9%
EOG Resources, Inc.	2.7%
The Bank of New York Mellon Corp.	2.7%

Top Sectors

	% of Equity Market Value
Financials	29.3%
Energy	17.0%
Consumer Staples	15.5%
Consumer Discretionary	11.5%
Information Technology	8.8%
Industrials	6.1%
Materials	5.7%
Health Care	5.5%
Utilities	0.4%
Telecommunication Services	0.2%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Davis Venture Value—Class A	Actual	0.74	%	$	1,000.00	$	686.57	$	3.14
	Hypothetical	0.74	%	$	1,000.00	$	1,021.37	$	3.76
Davis Venture Value—Class B	Actual	0.99	%	$	1,000.00	$	685.51	$	4.19
	Hypothetical	0.99	%	$	1,000.00	$	1,020.10	$	5.03
Davis Venture Value—Class E	Actual	0.89	%	$	1,000.00	$	685.81	$	3.77
	Hypothetical	0.89	%	$	1,000.00	$	1,020.61	$	4.52

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—91.6% of Total Net Assets

Security Description	Shares	Value*
Air Freight & Logistics—0.5%
United Parcel Service, Inc. (Class B) (a)	278,800	$	15,378,608
Automobiles—0.6%
Harley-Davidson, Inc. (a)	973,270		16,516,392
Beverages—2.2%
Diageo, Plc. (ADR)	764,000		43,349,360
Heineken Holding NV (EUR)	775,143		22,191,366
			65,540,726
Capital Markets—4.0%
Ameriprise Financial, Inc.	562,196		13,132,898
E*TRADE Financial Corp. (b)	958,200		1,101,930
Merrill Lynch & Co., Inc. (a)	443,155		5,158,324
Morgan Stanley	134,596		2,158,920
State Street Corp.	174,600		6,867,018
The Bank of New York Mellon Corp.	2,770,164		78,478,746
The Goldman Sachs Group, Inc.	111,330		9,395,139
			116,292,975
Chemicals—0.5%
Monsanto Co.	207,321		14,585,032
Commercial & Professional Services—1.7%
Iron Mountain, Inc. (a) (b)	2,021,550		49,992,932
Commercial Banks—4.3%
Wachovia Corp.	866,619		4,801,069
Wells Fargo & Co.	4,121,163		121,491,885
			126,292,954
Communications Equipment—0.6%
Cisco Systems, Inc. (b)	1,016,700		16,572,210
Computers & Peripherals—1.6%
Dell, Inc. (b)	928,316		9,505,956
Hewlett-Packard Co.	1,066,800		38,714,172
			48,220,128
Construction Materials—2.3%
Martin Marietta Materials, Inc. (a)	384,700		37,346,676
Vulcan Materials Co. (a)	440,300		30,636,074
			67,982,750
Consumer Finance—2.6%
American Express Co.	3,995,000		74,107,250
Discover Financial Services	306,535		2,921,279
			77,028,529
Containers & Packaging—1.4%
Sealed Air Corp.	2,783,300		41,582,502
Diversified Consumer Services—1.7%
H&R Block, Inc.	2,202,830		50,048,298

Security Description	Shares	Value*
Diversified Financial Services—4.9%
Citigroup, Inc.	1,035,873	$	6,950,708
JPMorgan Chase & Co.	3,768,687		118,826,701
Moody’s Corp.	937,100		18,826,339
			144,603,748
Electrical Equipment—0.1%
ABB, Ltd. (ADR)	277,280		4,161,973
Electronic Equipment, Instruments & Components—1.0%
Agilent Technologies, Inc. (b)	1,296,570		20,265,389
Tyco Electronics, Ltd.	640,462		10,381,889
			30,647,278
Energy Equipment & Services—0.5%
Transocean, Ltd. (b)	316,864		14,971,824
Food & Staples Retailing—6.0%
Costco Wholesale Corp.	2,357,400		123,763,500
CVS Caremark Corp.	1,760,691		50,602,259
Whole Foods Market, Inc. (b)	322,600		3,045,344
			177,411,103
Food Products—0.3%
The Hershey Co. (a)	245,352		8,523,528
Health Care Providers & Services—3.2%
Cardinal Health, Inc.	534,800		18,434,556
Express Scripts, Inc. (b)	596,400		32,790,072
UnitedHealth Group, Inc.	1,631,430		43,396,038
			94,620,666
Household Durables—0.3%
Garmin, Ltd. (a)	181,500		3,479,355
Hunter Douglas NV (EUR) (a)	112,851		3,712,261
			7,191,616
Household Products—1.9%
Procter & Gamble Co.	914,300		56,522,026
Independent Power Producers & Energy Traders—0.4%
The AES Corp. (b)	1,374,000		11,321,760
Industrial Conglomerates—0.9%
Siemens AG (EUR)	174,237		13,050,432
Tyco International, Ltd.	658,462		14,222,779
			27,273,211
Insurance—10.4%
American International Group, Inc. (b)	3,141,674		4,932,428
Berkshire Hathaway, Inc. (Class A) (b)	1,123		108,481,800
Berkshire Hathaway, Inc. (Class B) (b)	1,326		4,261,764
Everest Re Group, Ltd.	61,800		4,705,452
Loews Corp.	2,331,044		65,851,993
Markel Corp. (b)	8,600		2,571,400
MBIA, Inc. (a) (b)	235,530		958,607

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Insurance—(Continued)
NIPPONKOA Insurance Co., Ltd. (JPY) (a)	2,408,300	$	18,721,883
Principal Financial Group, Inc.	258,500		5,834,345
Sun Life Financial, Inc.	153,200		3,545,048
The Progressive Corp.	4,151,851		61,488,913
Transatlantic Holdings, Inc.	592,856		23,749,812
			305,103,445
Internet & Catalog Retail—0.6%
Amazon.com, Inc. (a) (b)	287,700		14,753,256
Liberty Media Interactive (Series A) (b)	618,150		1,928,628
			16,681,884
Internet Software & Services—1.2%
eBay, Inc. (b)	395,600		5,522,576
Google, Inc. (Class A) (b)	100,598		30,948,975
			36,471,551
IT Services—0.2%
Visa, Inc.	110,340		5,787,333
Machinery—0.1%
PACCAR, Inc. (a)	134,990		3,860,714
Marine—0.6%
China Shipping Development Co., Ltd. (HKD) (a)	6,842,000		6,886,529
Kuehne & Nagel International AG (CHF) (a)	177,555		11,511,979
			18,398,508
Media—5.0%
Comcast Corp. (Class A)	4,123,422		66,593,265
Grupo Televisa S.A. (ADR)	2,118,060		31,643,816
Lagardere S.C.A. (EUR) (a)	136,796		5,552,492
Liberty Media Entertainment (Series A) (a) (b)	497,560		8,697,349
News Corp. (Class A)	3,468,000		31,524,120
WPP, Plc. (ADR)	65,700		1,944,063
			145,955,105
Metals & Mining—0.4%
BHP Billiton, Plc. (GBP)	438,822		8,266,037
Rio Tinto, Plc. (GBP)	195,300		4,231,531
			12,497,568
Multiline Retail—0.2%
Sears Holdings Corp. (a) (b)	151,622		5,893,547
Oil, Gas & Consumable Fuels—15.1%
Canadian Natural Resources, Ltd.	1,154,000		46,136,920
China Coal Energy Co. (H Shares) (HKD) (a)	14,471,900		11,694,838
ConocoPhillips	2,302,228		119,255,411
Devon Energy Corp.	1,502,616		98,736,897
EOG Resources, Inc.	1,199,100		79,836,078

Security Description	Shares	Value*
Oil, Gas & Consumable Fuels—(Continued)
Occidental Petroleum Corp.	1,411,400	$	84,669,886
OGX Petroleo e Gas Participacoes S.A. (BRL) (b)	14,700		3,353,385
			443,683,415
Paper & Forest Products—0.5%
Sino-Forest Corp. (CAD) (b)	1,942,200		15,528,160
Personal Products—0.3%
Avon Products, Inc.	358,827		8,622,613
Pharmaceuticals—1.9%
Johnson & Johnson	298,200		17,841,306
Schering-Plough Corp.	2,161,100		36,803,533
			54,644,839
Professional Services—0.9%
Dun & Bradstreet Corp.	333,800		25,769,360
Real Estate Management & Development—0.7%
Brookfield Asset Management, Inc.	558,621		8,530,143
Hang Lung Group, Ltd. (HKD)	3,888,000		11,867,237
			20,397,380
Semiconductors & Semiconductor Equipment—1.6%
Texas Instruments, Inc.	2,980,420		46,256,118
Software—1.8%
Microsoft Corp.	2,740,200		53,269,488
Specialty Retail—2.3%
Bed Bath & Beyond, Inc. (a) (b)	1,240,600		31,536,052
Carmax, Inc. (a) (b)	1,750,520		13,794,098
Lowe’s Cos., Inc.	661,800		14,241,936
Staples, Inc.	390,900		7,004,928
			66,577,014
Tobacco—3.4%
Altria Group, Inc.	120,723		1,818,088
Philip Morris International, Inc.	2,255,800		98,149,858
			99,967,946
Transportation Infrastructure—0.7%
China Merchants Holdings International Co., Ltd. (HKD) (a)	8,448,635		16,648,553
Cosco Pacific, Ltd. (HKD) (a)	4,661,900		4,799,603
			21,448,156
Wireless Telecommunication Services—0.2%
Sprint Nextel Corp. (b)	2,307,200		4,222,176
Total Common Stock (Identified Cost $3,355,836,309)			2,694,319,089

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—Convertible—0.1%

Security Description	Face Amount		Value*
Paper & Forest Products—0.1%
Sino-Forest Corp. (144A) 5.000%, 08/01/13	$	5,844,000	$	4,149,240
Total Fixed Income—Convertible (Identified Cost $5,844,000)				4,149,240
Short Term Investments—12.7%
Security Description	Face Amount/ Shares		Value*
Commercial Paper—8.0%
Intesa Funding, LLC 0.350%, 01/07/09	$	76,913,000		76,908,514
NATC California, LLC 0.230%, 01/02/09		26,195,000		26,194,833
0.500%, 01/05/09		50,000,000		49,997,222
0.540%, 01/05/09		11,000,000		10,999,340
San Paolo US Financial 0.470%, 01/02/09		21,507,000		21,506,719
Toyota Motor Credit Corp. 0.150%, 01/06/09		50,000,000		49,998,958
				235,605,586
Mutual Funds—4.7%
State Street Navigator Securities Lending Prime Portfolio (c)		138,483,924		138,483,924
Total Short Term Investments (Identified Cost $374,089,510)				374,089,510
Total Investments—104.4% (Identified Cost $3,735,769,819) (d)				3,072,557,839
Liabilities in excess of other assets				(129,478,382	)
Total Net Assets—100%			$	2,943,079,457

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $136,109,442 and the collateral received consisted of cash in the amount of $138,483,924. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $3,712,155,498 and the composition of unrealized appreciation and depreciation of investment securities was $362,481,447 and $(1,002,079,106), respectively.

(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2008, the market value of 144A securities was $4,149,240, which is 0.1% of total net assets.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

(BRL)— Brazilian Real

(CAD)— Canadian Dollar

(CHF)— Swiss Franc

(EUR)— Euro

(GBP)— British Pound

(HKD)— Hong Kong Dollar

(JPY)— Japanese Yen

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	2,674,786,727	$	0
Level 2 - Other Significant Observable Inputs		397,771,112		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	3,072,557,839	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	3,072,557,839
Cash				50,227
Foreign cash at value (c)				2,643,191
Receivable for:
Securities sold				3,958,210
Fund shares sold				3,588,297
Accrued interest and dividends				2,717,643
Foreign taxes				89,386
Total Assets				3,085,604,793
Liabilities
Payable for:
Fund shares redeemed	$	2,070,420
Withholding taxes		20,548
Collateral for securities loaned		138,483,924
Accrued expenses:
Management fees		1,729,358
Service and distribution fees		148,838
Deferred directors’ fees		18,776
Other expenses		53,472
Total Liabilities				142,525,336
Net Assets			$	2,943,079,457
Net assets consists of:
Capital paid in			$	3,642,457,095
Undistributed net investment income				49,438,969
Accumulated net realized losses				(85,594,311	)
Unrealized depreciation on investments and foreign currency				(663,222,296	)
Net Assets			$	2,943,079,457
Computation of offering price:
Class A
Net asset value and redemption price per share ($1,949,357,390 divided by 89,732,025 shares outstanding)			$	21.72
Class B
Net asset value and redemption price per share ($331,673,922 divided by 15,371,546 shares outstanding)			$	21.58
Class E
Net asset value and redemption price per share ($662,048,145 divided by 30,636,256 shares outstanding)			$	21.61
(a)   Identified cost of investments			$	3,735,769,819
(b)   Includes cash collateral for securities loaned of			$	138,483,924
(c) Identified cost of foreign cash			$	2,665,911

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	71,243,659	(a)
Interest					10,494,861	(b)
					81,738,520
Expenses
Management fees	$	28,175,363
Service and distribution fees—Class B		1,077,642
Service and distribution fees—Class E		1,422,466
Directors’ fees and expenses		19,726
Custodian		406,587
Audit and tax services		36,941
Legal		70,012
Printing		733,863
Insurance		53,795
Miscellaneous		52,198
Total expenses		32,048,593
Expense reductions		(11,084	)		32,037,509
Net Investment Income					49,701,011
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(85,331,174	)
Futures contracts—net		1,035,663
Foreign currency transactions—net		(45,621	)		(84,341,132	)
Change in unrealized depreciation on:
Investments—net		(1,854,883,523	)
Foreign currency transactions—net		(14,940	)		(1,854,898,463	)
Net loss					(1,939,239,595	)
Net Decrease in Net Assets From Operations				$	(1,889,538,584	)

(a) Net of foreign taxes of $733,319.

(b) Includes income on securities loaned of $7,248,910.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	49,701,011		$	53,942,307
Net realized gain (loss)		(84,341,132	)		134,312,074
Change in unrealized depreciation		(1,854,898,463	)		(3,435,879	)
Increase (decrease) in net assets from operations		(1,889,538,584	)		184,818,502
From Distributions to Shareholders
Net investment income
Class A		(36,794,851	)		(21,061,873	)
Class B		(4,483,109	)		(2,489,165	)
Class E		(11,473,648	)		(8,444,356	)
		(52,751,608	)		(31,995,394	)
Net realized gain
Class A		(15,316,517	)		0
Class B		(2,378,235	)		0
Class E		(5,484,656	)		0
		(23,179,408	)		0
Total distributions		(75,931,016	)		(31,995,394	)
Increase in net assets from capital share transactions		34,283,279			624,349,038
Net increase (decrease) in net assets		(1,931,186,321	)		777,172,146
Net Assets
Beginning of the period		4,874,265,778			4,097,093,632
End of the period	$	2,943,079,457		$	4,874,265,778
Undistributed Net Investment Income
End of the period	$	49,438,969		$	52,593,236

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	18,631,514		$	552,806,197		29,142,259		$	1,061,299,488
Reinvestments	1,506,109			52,111,368		577,512			21,061,873
Redemptions	(17,761,795	)		(549,673,012	)	(11,011,385	)		(400,478,491	)
Net increase	2,375,828		$	55,244,553		18,708,386		$	681,882,870
Class B
Sales	3,114,572		$	93,633,234		3,829,951		$	138,472,695
Reinvestments	199,284			6,861,344		68,610			2,489,165
Redemptions	(1,515,098	)		(44,723,797	)	(1,466,918	)		(53,162,469	)
Net increase	1,798,758		$	55,770,781		2,431,643		$	87,799,391
Class E
Sales	3,092,292		$	87,889,735		4,143,510		$	149,983,783
Reinvestments	492,116			16,958,304		232,563			8,444,356
Redemptions	(6,038,218	)		(181,580,094	)	(8,417,359	)		(303,761,362	)
Net decrease	(2,453,810	)	$	(76,732,055	)	(4,041,286	)	$	(145,333,223	)
Increase derived from capital share transactions			$	34,283,279				$	624,349,038

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	36.44		$	35.12		$	30.91		$	28.23		$	25.27
Income From Investment Operations
Net investment income		0.39	(a)		0.46	(a)		0.32	(a)		0.25			0.15
Net realized and unrealized gain (loss) of investments		(14.52	)		1.15			4.16			2.63			2.96
Total from investment operations		(14.13	)		1.61			4.48			2.88			3.11
Less Distributions
Distributions from net investment income		(0.42	)		(0.29	)		(0.27	)		(0.20	)		(0.15	)
Distributions from net realized capital gains		(0.17	)		0.00			0.00			0.00			0.00
Total distributions		(0.59	)		(0.29	)		(0.27	)		(0.20	)		(0.15	)
Net Asset Value, End of Period	$	21.72		$	36.44		$	35.12		$	30.91		$	28.23
Total Return (%)		(39.3	)		4.6			14.6			10.3			12.4
Ratio of operating expenses to average net assets before expense reductions (%)		0.73			0.73			0.76			0.76			0.78
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.73			0.73			0.76			0.76			0.77
Ratio of net investment income to average net assets (%)		1.30			1.25			0.99			1.05			0.97
Portfolio turnover rate (%)		23			11			20			27			5
Net assets, end of period (000)	$	1,949,357		$	3,183,429		$	2,410,877		$	1,759,491		$	1,413,953

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	36.20		$	34.89		$	30.71		$	28.07		$	25.18
Income From Investment Operations
Net investment income		0.32	(a)		0.36	(a)		0.24	(a)		0.17			0.14
Net realized and unrealized gain (loss) of investments		(14.44	)		1.16			4.14			2.62			2.86
Total from investment operations		(14.12	)		1.52			4.38			2.79			3.00
Less Distributions
Distributions from net investment income		(0.33	)		(0.21	)		(0.20	)		(0.15	)		(0.11	)
Distributions from net realized capital gains		(0.17	)		0.00			0.00			0.00			0.00
Total distributions		(0.50	)		(0.21	)		(0.20	)		(0.15	)		(0.11	)
Net Asset Value, End of Period	$	21.58		$	36.20		$	34.89		$	30.71		$	28.07
Total Return (%)		(39.5	)		4.3			14.3			10.0			12.0
Ratio of operating expenses to average net assets before expense reductions (%)		0.98			0.98			1.01			1.02			1.03
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.98			0.98			1.01			1.01			1.02
Ratio of net investment income to average net assets (%)		1.06			1.00			0.74			0.77			0.92
Portfolio turnover rate (%)		23			11			20			27			5
Net assets, end of period (000)	$	331,674		$	491,271		$	388,739		$	202,221		$	56,301

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	36.25		$	34.94		$	30.76		$	28.09		$	25.18
Income From Investment Operations
Net investment income		0.34	(a)		0.40	(a)		0.27	(a)		0.27			0.23
Net realized and unrealized gain (loss) of investments		(14.45	)		1.15			4.14			2.56			2.82
Total from investment operations		(14.11	)		1.55			4.41			2.83			3.05
Less Distributions
Distributions from net investment income		(0.36	)		(0.24	)		(0.23	)		(0.16	)		(0.14	)
Distributions from net realized capital gains		(0.17	)		0.00			0.00			0.00			0.00
Total distributions		(0.53	)		(0.24	)		(0.23	)		(0.16	)		(0.14	)
Net Asset Value, End of Period	$	21.61		$	36.25		$	34.94		$	30.76		$	28.09
Total Return (%)		(39.5	)		4.4			14.4			10.1			12.1
Ratio of operating expenses to average net assets before expense reductions (%)		0.88			0.88			0.91			0.91			0.93
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.88			0.88			0.91			0.91			0.92
Ratio of net investment income to average net assets (%)		1.14			1.11			0.84			0.88			0.85
Portfolio turnover rate (%)		23			11			20			27			5
Net assets, end of period (000)	$	662,048		$	1,199,566		$	1,297,477		$	1,179,405		$	1,189,119

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Davis Venture Value Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-12

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-13

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-14

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $85,412,099 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	52,798,573	$	31,995,394	$	23,132,443	$	—	$	—	$	—	$	75,931,016	$	31,995,394

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	49,459,954	$	—	$	(639,607,975	)	$	(85,412,099	)	$	(675,560,120	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(23,796,533	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	907,573,559	$	0	$	936,003,780

MSF-15

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$28,175,363	0.750%	Of the first $1 billion
	0.700%	On the next $2 billion
	0.650%	On amounts in excess of $3 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Davis Selected Advisers, L.P. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may

MSF-16

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Davis Venture Value Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Davis Venture Value Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

Davis Venture Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. FI Large Cap Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Managed by Fidelity Management & Research Company

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the FI Large Cap Portfolio returned -44.8%, compared to its benchmark, the Russell 1000 Growth Index¹, which returned -38.4%. The average return of its peer group, the Lipper Variable Insurance Products² Large-Cap Growth Funds Universe, was -41.7% over the same period.

PORTFOLIO REVIEW

For the 12-month period, the Portfolio underperformed the Russell 1000 Growth Index. The Industrials and Energy sectors were among the largest detractors from performance, while Health Care and Financials were the largest contributors to relative performance.

Within Industrials, the overweights in Manitowoc and Bucyrus International were among the top detractors. Manitowoc is a diversified machine manufacturer that focuses on three principal business segments: cranes, foodservice equipment, and marine equipment. The company’s shares fell during the year as investors feared the economic slowdown would slow global infrastructure building and hurt demand for the company’s construction cranes. Furthermore, the company’s acquisition of British foodservice equipment company Enodis, which was intended to further diversify the company, was not well received by investors who own Manitowoc for exposure to the company’s crane manufacturing business. Bucyrus designs and manufactures mining equipment. Bucyrus shares declined on fears that falling commodity prices and the global credit crisis would result in decreased demand for mining equipment. Within Energy, natural gas production company Chesapeake Energy and oil and gas equipment manufacturer National Oilwell Varco detracted from performance. Chesapeake Energy shares fell as investors worried about declining natural gas prices and contracting demand. National Oilwell Varco shares fell on concerns the global credit crisis will lead to decreased capital spending from oil and gas companies. Among individual holdings, fertilizer manufacturer CF Industries and internet search engine Google detracted. CF Industries shares declined as falling commodity prices and concern over decreasing agricultural demand weighed on fertilizer companies. Google shares fell during the period on concerns that the global recession will lead to reductions in advertising spending, slowing Google’s revenue growth.

Within Health Care, the overweights in biotechnology companies Amgen and Biogen Idec (no longer held at year-end were among the largest contributors to performance. During the period, Amgen raised its full year 2008 profit guidance and received positive late stage clinical trial results for its osteoporosis drug, Denosumab. Biogen’s shares were attractive from a valuation perspective as the company reported strong sales of its multiple sclerosis drugs, Tysabri and Avonex. Within Financials, not owning credit card and travel services provider American Express (no longer held at year-end and home mortgage company Freddie Mac contributed to relative performance. American Express shares fell sharply during the second half of the year as turmoil in the capital markets and the global credit crisis weighed on shares. Freddie Mac shares plummeted 98% during the period as fallout from the subprime mortgage crisis forced the government sponsored enterprise to be placed under conservatorship by the federal government. Among individual holdings, the overweights in Wal-Mart and Lowe’s were among the largest contributors to relative performance. Wal-Mart shares rose during the period as it benefited from increased store traffic due to the weak consumer favoring the low-cost retailer. Lowe’s operates a chain of home improvement retail stores that cater to the do-it-yourself consumer. After initiating a position in Lowe’s, the retailer reported solid Q2 and Q3 earnings in a difficult environment, driving shares higher.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 1000^® Growth Index is an unmanaged measure of performance of the largest capitalized U.S. companies, within the Russell 1000 companies, that have higher price-to-book ratios and forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 GROWTH INDEX

Average Annual Returns as of December 31, 2008

	FI Large Cap Portfolio						Russell 1000 Growth Index
	Class A		Class B		Class E
1 Year	-44.8	%	-44.9	%	-44.9	%	-38.4	%
5 Year	-6.8		—		—		-3.4
10 Year	-4.7		—		—		-4.3
Since Inception	—		-18.2		-18.1		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 8/30/96, 5/2/06, 5/2/06, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Google, Inc. (Class A)	4.8%
Wal-Mart Stores, Inc.	3.9%
Apple, Inc.	3.9%
McDonald’s Corp.	3.9%
Microsoft Corp.	3.3%
Oracle Corp.	3.1%
Bristol-Myers Squibb Co.	3.1%
Monsanto Co.	2.7%
Hewlett-Packard Co.	2.6%
QUALCOMM, Inc.	2.6%

Top Sectors

	% of Total Market Value
Information Technology	26.5%
Health Care	15.6%
Industrials	13.6%
Consumer Staples	13.3%
Consumer Discretionary	10.3%
Energy	7.4%
Financials	6.1%
Materials	5.4%
Telecommunication Services	0.6%
Utilities	0.5%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
FI Large Cap—Class A	Actual	0.89	%	$	1,000.00	$	645.14	$	3.68
	Hypothetical	0.89	%	$	1,000.00	$	1,020.61	$	4.52
FI Large Cap—Class B	Actual	1.14	%	$	1,000.00	$	643.89	$	4.71
	Hypothetical	1.14	%	$	1,000.00	$	1,019.34	$	5.79
FI Large Cap—Class E	Actual	1.04	%	$	1,000.00	$	644.80	$	4.30
	Hypothetical	1.04	%	$	1,000.00	$	1,019.85	$	5.28

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—99.4% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—5.6%
BE Aerospace, Inc. (a)	141,210	$	1,085,905
Boeing Co.	44,560		1,901,375
Honeywell International, Inc.	83,830		2,752,139
Lockheed Martin Corp.	52,310		4,398,225
United Technologies Corp.	54,990		2,947,464
			13,085,108
Auto Components—1.2%
BorgWarner, Inc. (b)	73,130		1,592,040
The Goodyear Tire & Rubber Co. (a)	200,330		1,195,970
			2,788,010
Beverages—3.1%
Hansen Natural Corp. (a)	60,340		2,023,200
PepsiCo, Inc.	97,230		5,325,287
			7,348,487
Biotechnology—4.2%
Amgen, Inc. (a)	83,260		4,808,265
Gilead Sciences, Inc. (a)	97,540		4,988,196
			9,796,461
Capital Markets—1.6%
BlackRock, Inc.	8,070		1,082,591
The Bank of New York Mellon Corp.	37,730		1,068,891
The Goldman Sachs Group, Inc.	18,790		1,585,688
			3,737,170
Chemicals—4.1%
CF Industries Holdings, Inc.	30,100		1,479,716
Monsanto Co.	88,858		6,251,160
The Mosaic Co.	53,900		1,864,940
			9,595,816
Commercial Banks—0.9%
PNC Financial Services Group, Inc.	21,940		1,075,060
SunTrust Banks, Inc.	31,600		933,464
			2,008,524
Communications Equipment—4.3%
Cisco Systems, Inc. (a)	247,121		4,028,072
QUALCOMM, Inc.	168,840		6,049,537
			10,077,609
Computers & Peripherals—7.0%
Apple, Inc. (a)	107,100		9,140,985
Hewlett-Packard Co.	167,560		6,080,753
International Business Machines Corp.	13,790		1,160,566
			16,382,304

Security Description	Shares	Value*
Diversified Consumer Services—1.7%
H&R Block, Inc.	87,130	$	1,979,593
ITT Educational Services, Inc. (a) (b)	20,720		1,967,986
			3,947,579
Diversified Financial Services—2.4%
CME Group, Inc.	21,500		4,474,365
Interactive Brokers Group, Inc. (a)	59,090		1,057,120
			5,531,485
Electrical Equipment—2.4%
Emerson Electric Co.	116,560		4,267,262
Energy Conversion Devices, Inc. (a) (b)	56,740		1,430,415
			5,697,677
Energy Equipment & Services—0.5%
National Oilwell Varco, Inc. (a)	44,820		1,095,401
Food & Staples Retailing—3.9%
Wal-Mart Stores, Inc.	163,840		9,184,870
Food Products—3.0%
Kellogg Co.	73,930		3,241,830
Kraft Foods, Inc. (Class A)	83,450		2,240,633
Tyson Foods, Inc. (Class A) (b)	173,750		1,522,050
			7,004,513
Health Care Equipment & Supplies—1.8%
Baxter International, Inc.	57,090		3,059,453
Hospira, Inc. (a) (b)	39,780		1,066,900
			4,126,353
Health Care Providers & Services—3.3%
Express Scripts, Inc. (a)	28,490		1,566,380
Medco Health Solutions, Inc. (a)	28,370		1,188,987
WellPoint, Inc. (a)	120,160		5,062,341
			7,817,708
Hotels, Restaurants & Leisure—4.5%
Burger King Holdings, Inc. (b)	57,657		1,376,849
McDonald’s Corp.	146,740		9,125,761
			10,502,610
Household Products—0.5%
Procter & Gamble Co.	19,400		1,199,308
Insurance—1.2%
Assurant, Inc.	58,840		1,765,200
The Chubb Corp.	22,170		1,130,670
			2,895,870

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Internet Software & Services—4.8%
Google, Inc. (Class A) (a)	36,360	$	11,186,154
IT Services—0.5%
Cognizant Technology Solutions Corp. (Class A) (a) (b)	69,350		1,252,461
Machinery—3.6%
AGCO Corp. (a)	33,170		782,480
Bucyrus International, Inc. (b)	59,690		1,105,459
Cummins, Inc. (b)	60,570		1,619,036
Ingersoll-Rand Co., Ltd. (Class A)	124,300		2,156,605
Joy Global, Inc. (b)	48,400		1,107,876
The Manitowoc Co., Inc.	193,620		1,676,749
			8,448,205
Metals & Mining—1.3%
Nucor Corp. (b)	63,510		2,934,162
Multi-Utilities—0.5%
MDU Resources Group, Inc.	57,170		1,233,729
Oil, Gas & Consumable Fuels—6.9%
Apache Corp.	65,550		4,885,442
Chesapeake Energy Corp. (b)	155,830		2,519,771
ConocoPhillips	48,585		2,516,703
Pioneer Natural Resources Co. (b)	119,100		1,927,038
Southwestern Energy Co. (a) (b)	42,220		1,223,113
St. Mary Land & Exploration Co. (b)	150,110		3,048,734
			16,120,801
Pharmaceuticals—6.3%
Allergan, Inc.	37,890		1,527,725
Bristol-Myers Squibb Co.	306,920		7,135,890
Johnson & Johnson	57,130		3,418,088
Mylan, Inc. (a) (b)	118,390		1,170,877
Schering-Plough Corp.	87,530		1,490,636
			14,743,216
Road & Rail—2.0%
Union Pacific Corp. (b)	96,910		4,632,298
Semiconductors & Semiconductor Equipment—0.5%
Xilinx, Inc. (b)	69,580		1,239,916
Software—9.4%
BMC Software, Inc. (a)	59,800		1,609,218
Macrovision Solutions Corp. (a) (b)	96,540		1,221,231
McAfee, Inc. (a) (b)	56,800		1,963,576
Microsoft Corp.	396,710		7,712,042
Nuance Communications, Inc. (a) (b)	100,420		1,040,351
Oracle Corp. (a) (b)	407,960		7,233,131
Symantec Corp. (a)	80,050		1,082,276
			21,861,825

Security Description	Shares		Value*
Specialty Retail—3.0%
Abercrombie & Fitch Co. (Class A) (b)		41,920	$	967,094
Best Buy Co., Inc. (b)		43,320		1,217,725
Lowe’s Cos., Inc.		221,680		4,770,554
				6,955,373
Tobacco—2.8%
Lorillard, Inc.		66,910		3,770,378
Philip Morris International, Inc.		61,200		2,662,812
				6,433,190
Wireless Telecommunication Services—0.6%
NII Holdings, Inc. (a)		76,550		1,391,679
Total Common Stock (Identified Cost $305,553,102)				232,255,872
Short Term Investments—12.1%
Security Description	Shares/Face Amount		Value*
Mutual Funds—12.0%
State Street Navigator Securities Lending Prime Portfolio (c)		27,940,611		27,940,611
Repurchase Agreement—0.1%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $289,000 on 01/02/09, collateralized by $295,000 U.S. Treasury Bill due 02/19/09 with a value of $295,000.	$	289,000		289,000
Total Short Term Investments (Identified Cost $28,229,611)				28,229,611
Total Investments—111.5% (Identified Cost $333,782,713) (d)				260,485,483
Liabilities in excess of other assets				(26,911,715	)
Total Net Assets—100%			$	233,573,768

(a) Non-Income Producing.

(b) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $ 27,828,516 and the collateral received consisted of cash in the amount of $ 27,940,611. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $341,173,545 and the composition of unrealized appreciation and depreciation of investment securities was $6,062,429 and $(86,750,491), respectively.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	260,196,483	$	0
Level 2 - Other Significant Observable Inputs		289,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	260,485,483	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	260,485,483
Cash				706
Foreign cash at value (c)				115,824
Receivable for:
Securities sold				985,705
Fund shares sold				112,554
Accrued interest and dividends				371,388
Foreign taxes				7,805
Total Assets				262,079,465
Liabilities
Payable for:
Fund shares redeemed	$	374,668
Collateral for securities loaned		27,940,611
Accrued expenses:
Management fees		153,282
Service and distribution fees		1,232
Other expenses		35,904
Total Liabilities				28,505,697
Net Assets			$	233,573,768
Net assets consists of:
Capital paid in			$	453,414,332
Undistributed net investment income				1,219,901
Accumulated net realized losses				(147,758,747	)
Unrealized depreciation on investments and foreign currency				(73,301,718	)
Net Assets			$	233,573,768
Computation of offering price:
Class A
Net asset value and redemption price per share ($226,809,722 divided by 28,037,746 shares outstanding)			$	8.09
Class B
Net asset value and redemption price per share ($5,604,964 divided by 699,646 shares outstanding)			$	8.01
Class E
Net asset value and redemption price per share ($1,159,082 divided by 143,844 shares outstanding)			$	8.06
(a) Identified cost of investments			$	333,782,713
(b) Includes cash collateral for securities loaned of			$	27,940,611
(c) Identified cost of foreign cash			$	122,288

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	4,197,330
Interest					275,632	(a)
					4,472,962
Expenses
Management fees	$	2,838,880
Service and distribution fees—Class B		14,841
Service and distribution fees—Class E		2,246
Directors’ fees and expenses		31,907
Custodian		60,241
Audit and tax services		39,191
Legal		81,050
Printing		158,610
Insurance		5,711
Miscellaneous		20,060
Total expenses					3,252,737
Net Investment Income					1,220,225
Realized and Unrealized Loss
Realized loss on:
Investments—net					(125,543,594	)
Change in unrealized depreciation on:
Investments—net		(80,356,917	)
Foreign currency transactions—net		(1,305	)		(80,358,222	)
Net loss					(205,901,816	)
Net Decrease in Net Assets From Operations				$	(204,681,591	)

(a) Includes income on securities loaned of $241,239.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income (loss)	$	1,220,225		$	(141,516	)
Net realized gain (loss)		(125,543,594	)		14,209,804
Change in unrealized appreciation (depreciation)		(80,358,222	)		8,662,309
Increase (decrease) in net assets from operations		(204,681,591	)		22,730,597
From Distributions to Shareholders
Net investment income
Class A		0			(809,614	)
Class E		0			(684	)
		0			(810,298	)
Net realized gain
Class A		0			(23,034,977	)
Class B		0			(156,563	)
Class E		0			(48,662	)
		0			(23,240,202	)
Tax return of capital
Class A		0			(14,880,350	)
Class B		0			(98,757	)
Class E		0			(30,991	)
		0			(15,010,098	)
Total distributions		0			(39,060,598	)
Decrease in net assets from capital share transactions		(59,965,167	)		(77,075,870	)
Net decrease in net assets		(264,646,758	)		(93,405,871	)
Net Assets
Beginning of the period		498,220,526			591,626,397
End of the period	$	233,573,768		$	498,220,526
Undistributed Net Investment Income
End of the period	$	1,219,901		$	0

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	1,920,599		$	21,356,194		982,880		$	14,622,824
Reinvestments	0			0		2,627,066			38,722,956
Redemptions	(7,357,645	)		(84,788,459	)	(9,041,192	)		(134,743,307	)
Net decrease	(5,437,046	)	$	(63,432,265	)	(5,431,246	)	$	(81,397,527	)
Class B
Sales	414,592		$	4,531,250		369,937		$	5,486,910
Reinvestments	0			0		17,530			256,994
Redemptions	(126,460	)		(1,428,057	)	(143,296	)		(2,124,761	)
Net increase	288,132		$	3,103,193		244,171		$	3,619,143
Class E
Sales	187,109		$	2,110,334		162,105		$	2,414,931
Reinvestments	0			0		5,479			80,648
Redemptions	(153,814	)		(1,746,429	)	(121,278	)		(1,793,065	)
Net increase	33,295		$	363,905		46,306		$	702,514
Decrease derived from capital share transactions			$	(59,965,167	)			$	(77,075,870	)

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005		2004(a)
Net Asset Value, Beginning of Period	$	14.66		$	15.12		$	15.15		$	13.93	$	13.18
Income From Investment Operations
Net investment income		0.04	(b)		0.00	(b)		0.08			0.02		0.10
Net realized and unrealized gain (loss) of investments		(6.61	)		0.61			0.82			1.20		0.76
Total from investment operations		(6.57	)		0.61			0.90			1.22		0.86
Less Distributions
Distributions from net investment income		0.00			(0.03	)		(0.07	)		0.00		(0.11	)
Distributions from net realized capital gains		0.00			(0.63	)		(0.86	)		0.00		0.00
Distributions from Tax return of capital		0.00			(0.41	)		0.00			0.00		0.00
Total distributions		0.00			(1.07	)		(0.93	)		0.00		(0.11	)
Net Asset Value, End of Period	$	8.09		$	14.66		$	15.12		$	15.15	$	13.93
Total Return (%)		(44.8	)		3.9			6.1			8.7		6.5
Ratio of operating expenses to average net assets before expense reductions (%)		0.89			0.84			0.85			0.86		0.86	(c)
Ratio of operating expenses to average net assets after expense reductions (%) (d)		N/A			0.84			0.84			0.86		0.86
Ratio of net investment income (loss) to average net assets (%)		0.34			(0.02	)		0.37			0.11		0.81
Portfolio turnover rate (%)		302			250			245			217		56
Net assets, end of period (000)	$	226,810		$	490,617		$	588,143		$	265,860	$	268,160

	Class B
	Year ended December 31,
	2008			2007			2006(e)
Net Asset Value, Beginning of Period	$	14.55		$	15.02		$	14.68
Income From Investment Operations
Net investment income (loss)		0.02	(b)		(0.03	)(b)		(0.01	)
Net realized and unrealized gain (loss) of investments		(6.56	)		0.60			0.35
Total from investment operations		(6.54	)		0.57			0.34
Less Distributions
Distributions from net realized capital gains		0.00			(0.63	)		0.00
Distributions from Tax return of capital		0.00			(0.41	)		0.00
						��
Total distributions		0.00			(1.04	)		0.00
Net Asset Value, End of Period	$	8.01		$	14.55		$	15.02
Total Return (%)		(44.9	)		3.7			2.3	(f)
Ratio of operating expenses to average net assets before expense reductions (%)		1.14			1.09			1.10	(g)
Ratio of operating expenses to average net assets after expense reductions (%) (d)		N/A			1.09			1.09	(g)
Ratio of net investment income (loss) to average net assets (%)		0.15			(0.24	)		(0.13	)(g)
Portfolio turnover rate (%)		302			250			245
Net assets, end of period (000)	$	5,605		$	5,987		$	2,514

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006(e)
Net Asset Value, Beginning of Period	$	14.62		$	15.09		$	14.74
Income From Investment Operations
Net investment income (loss)		0.02	(b)		(0.02	)(b)		(0.00	)(h)
Net realized and unrealized gain (loss) of investments		(6.58	)		0.60			0.35
Total from investment operations		(6.56	)		0.58			0.35
Less Distributions
Distributions from net investment income		0.00			(0.01	)		0.00
Distributions from net realized capital gains		0.00			(0.63	)		0.00
Distributions from Tax return of capital		0.00			(0.41	)		0.00
Total distributions		0.00			(1.05	)		0.00
Net Asset Value, End of Period	$	8.06		$	14.62		$	15.09
Total Return (%)		(44.9	)		3.8			2.4	(f)
Ratio of operating expenses to average net assets before expense reductions (%)		1.04			0.99			1.00	(g)
Ratio of operating expenses to average net assets after expense reductions (%) (d)		N/A			0.99			0.99	(g)
Ratio of net investment income (loss) to average net assets (%)		0.21			(0.15	)		(0.02	)(g)
Portfolio turnover rate (%)		302			250			245
Net assets, end of period (000)	$	1,159		$	1,616		$	969

(a) Audited by other Independent Registered Public Accounting Firm.

(b) Per share amount is based on average shares outstanding during the period.

(c) The investment manager waived a portion of its management fee for the year.

(d) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(e) Commencement of operations was May 2, 2006 for Classes B and E.

(f) Periods less than one year are not computed on an annualized basis.

(g) Computed on an annualized basis.

(h) Net investment loss per share was less than $(0.01).

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The FI Large Cap Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into three different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-12

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”).

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-13

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-14

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had capital loss carryforwards as follows:

Expiring 12/31/09		Expiring 12/31/16		Total
$	14,415,260	$	96,840,232	$	111,255,492

The utilization of the capital loss carryforward acquired as part of a merger may be limited under section 382 of the Code.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	—	$	5,785,132	$	—	$	18,265,368	$	—	$	15,010,098	$	—	$	39,060,598

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	1,197,527	$	—	$	(80,692,549	)	$	(111,255,492	)	$	(190,750,514	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(29,090,050	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	1,096,246,813	$	0	$	1,145,605,084

MSF-15

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$2,838,880	0.800%	Of the first $250 million
	0.750%	Of the next $500 million
	0.700%	On amounts in excess of $750 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

Fidelity Management & Research Company (“FMR”) was compensated by MetLife Advisers to provide subadvisory services to the Portfolio from January 1, 2008 through April 27, 2008. Effective April 28, 2008, Pyramis Global Advisors, LLC, a wholly owned subsidiary of FMR, became subadviser to the Portfolio and receives compensation for providing subadvisory services thereto.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global

MSF-16

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. SUBSEQUENT EVENTS:

On November 7, 2008, the Board approved the acquisition of the Portfolio by the Metropolitan Series Fund, Inc. BlackRock Legacy Large Cap Portfolio (“BlackRock Legacy Large Cap Portfolio”), subject to the approval of shareholders of the Portfolio. On or about February 27, 2009, the shareholders of Portfolio will consider the approval of a proposed Agreement and Plan of Reorganization providing for the acquisition of all the assets of the Portfolio by the BlackRock Legacy Large Cap Portfolio in exchange for shares of the BlackRock Legacy Large Cap Portfolio and the assumption by the BlackRock Legacy Large Cap Portfolio of the liabilities of the Portfolio. If approved by shareholders, the reorganization will close on or about May 1, 2009.

8. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Fl Large Cap Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the four years in the period then ended. The financial highlights for the year ended December 31, 2004 were audited by other auditors whose report, dated February 18, 2005, expressed an unqualified opinion on those financial highlights. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fl Large Cap Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 23, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

FI Large Cap Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. FI Mid Cap Opportunities Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Managed by Fidelity Management & Research Company

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the FI Mid Cap Opportunities Portfolio returned -55.3%, compared to its new benchmark, the Russell MidCap Growth Index¹, which returned -44.3%. The benchmark was changed because the portfolio manager felt that the new index better reflected the universe of stocks from which they selected. The old benchmark, the Standard & Poor’s MidCap 400 Index², returned -36.2%. The average return of its peer group, the Lipper Variable Insurance Products³ Mid-Cap Growth Funds Universe, was -45.2% over the same period.

PORTFOLIO REVIEW

For the 12-month period, the Portfolio underperformed the Russell MidCap Growth Index. The Industrials, Materials, and Consumer Discretionary sectors were among the largest detractors from performance, while the Utilities sector contributed.

Within Industrials, the overweights in SunPower Corp. (no longer held at year-end) and Titan International were among the largest detractors from performance. SunPower shares fell as the credit crisis adversely impacted short-term demand for solar products by making it difficult for customers to obtain financing for new projects. Falling energy prices and foreign exchange concerns also drove shares lower. Titan International manufactures tires and wheel components used in agricultural and earthmoving vehicles. Titan shares fell over 70% as investors feared the global economic slowdown would cause heavy equipment makers to cut capital spending, thereby adversely impacting demand for Titan’s products. Within Materials, the overweights in agricultural seed producer Monsanto and fertilizer manufactures CF Industries (no longer held at year-end) and Mosaic (no longer held at year-end) were the largest detractors. Falling commodity prices and concern over decreasing agricultural demand drove the shares of all three companies lower. Within the Consumer Discretionary sector, the overweights in Gildan Activewear and Priceline.com (no longer held at year-end) were among the largest detractors. Gildan Activewear is a vertically integrated manufacturer of activewear and distributes its products to wholesalers in North America and Europe. Shares fell sharply after the company announced lower than expected fiscal Q4 earnings and that it had revised downward its fiscal 2009 outlook based on anticipated declines in consumer spending. Priceline is an online discount travel provider. Our position in Priceline detracted as the company’s shares dropped on investor speculation that a struggling consumer would reduce travel spending. Among individual holdings, the overweight in National Oilwell Varco (no longer held at year-end) was the largest Portfolio detractor. Concerns that the global credit crisis will lead to decreased capital spending from oil and gas companies weighed down shares of the oil and gas equipment maker.

The Utilities sector contributed positively to relative performance mainly due to our large underweight position in this poorly performing sector. Utility stocks fell sharply during the latter half of 2008 on concern that turmoil in the financial markets could disrupt energy-trading operations. Power producers need banking partners in order to trade power and fuel, and there was fear that the potential bankruptcies in the financial industry would threaten liquidity in the energy markets. Aside from the Utilities sector, individual security selection partially offset portfolio weakness elsewhere. Within Energy, for example, EOG Resources was a top contributor. EOG is a natural gas and crude oil exploration and production company. EOG shares gained over 50% in the Portfolio during the period we owned the stock earlier in 2008. EOG shares benefited from rising oil and gas prices during the first half of 2008. We closed our position before commodity prices fell during the latter half of the year.

Within Consumer Discretionary, we are overweight education companies including DeVry and ITT Educational Services. We expect both companies to benefit from increasing enrollments and rising student retention rates as a result of the difficult labor market. In Health Care, we favor biotechnology and life sciences companies since demand for health services should continue. Within Financials, we are overweight the Diversified Financial Services industry, focusing on securities and derivatives exchange providers such as Interactive Brokers Group and CME Group, which have come under selling pressure even though regulatory and legislative measures could increase trading activity. The Portfolio has remained consistently underweight Information Technology and overweight the Wireless Telecommunication industry because of the growth potential resulting from rising global demand. During the fourth quarter we decreased our exposure to Energy and Industrials companies as the global economic slowdown and deteriorating fundamentals made names unattractive.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell Midcap^® Growth Index is an unmanaged measure of performance of those Russell Midcap companies (the 800 smallest companies in the Russell 1000 Index) with higher price-to-book ratios and higher forecasted growth values.

² The Standard & Poor’s (S&P) MidCap 400^® Index is an unmanaged index measuring the performance of the mid-size company segment of the U.S. market. The Index consists of 400 domestic stocks chosen for market size, liquidity, and industry group representation.

³ The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

A $10,000 INVESTMENT COMPARED TO THE S&P MIDCAP 400 INDEX & THE RUSSELL MIDCAP GROWTH INDEX

Average Annual Returns as of December 31, 2008

	FI Mid Cap Opportunities Portfolio						S&P MidCap 400 Index		Russell MidCap Growth Index
	Class A		Class B		Class E
1 Year	-55.3	%	-55.4	%	-55.4	%	-36.2	%	-44.3	%
5 Year	-7.5		-7.7		-7.6		-0.1		-2.3
10 Year	-4.6		—		—		4.5		-0.2
Since Inception	—		-10.0		-8.8		—		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 3/3/97, 1/2/01 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
American Tower Corp. (Class A)	5.3%
Equinix, Inc.	5.2%
NII Holdings, Inc.	4.8%
Monsanto Co.	4.6%
Energy Conversion Devices, Inc.	4.6%
H&R Block, Inc.	3.7%
Grifols S.A.	3.5%
Interactive Brokers Group, Inc.	3.4%
CSL, Ltd.	3.4%
ACE, Ltd.	3.3%

Top Sectors

	% of Total Market Value
Health Care	22.3%
Consumer Discretionary	14.9%
Telecommunication Services	12.5%
Industrials	12.4%
Information Technology	11.8%
Financials	9.6%
Materials	8.1%
Energy	6.3%
Consumer Staples	1.2%
Cash	0.9%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
FI Mid Cap Opportunities—Class A	Actual	0.75	%	$	1,000.00	$	481.35	$	2.79
	Hypothetical	0.75	%	$	1,000.00	$	1,021.32	$	3.81
FI Mid Cap Opportunities—Class B	Actual	1.00	%	$	1,000.00	$	480.42	$	3.72
	Hypothetical	1.00	%	$	1,000.00	$	1,020.05	$	5.08
FI Mid Cap Opportunities—Class E	Actual	0.90	%	$	1,000.00	$	480.62	$	3.35
	Hypothetical	0.90	%	$	1,000.00	$	1,020.56	$	4.57

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—98.9% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—0.3%
AeroVironment, Inc. (a) (b)	43,560	$	1,603,444
Air Freight & Logistics—0.6%
Atlas Air Worldwide Holdings, Inc. (b)	79,030		1,493,667
FedEx Corp.	23,750		1,523,563
			3,017,230
Biotechnology—12.7%
Cephalon, Inc. (a) (b)	90,740		6,990,610
CSL, Ltd. (AUD)	751,240		17,739,414
Gilead Sciences, Inc. (a) (b)	290,600		14,861,284
Grifols S.A. (EUR) (a)	1,045,636		18,161,042
Myriad Genetics, Inc. (a) (b)	49,150		3,256,679
OSI Pharmaceuticals, Inc. (a) (b)	73,340		2,863,927
Theravance, Inc. (a) (b)	111,800		1,385,202
United Therapeutics Corp. (b)	25,240		1,578,762
			66,836,920
Chemicals—5.3%
FMC Corp.	75,060		3,357,434
Monsanto Co.	346,040		24,343,914
			27,701,348
Commercial & Professional Services—3.5%
Copart, Inc. (b)	485,794		13,208,739
Republic Services, Inc.	215,280		5,336,791
			18,545,530
Computers & Peripherals—1.9%
NCR Corp. (b)	716,220		10,127,351
Distributors—0.6%
LKQ Corp. (a) (b)	248,770		2,900,658
Diversified Consumer Services—12.3%
Apollo Group, Inc. (Class A) (b)	191,180		14,648,211
Corinthian Colleges, Inc. (a) (b)	155,120		2,539,314
DeVry, Inc.	211,788		12,158,749
H&R Block, Inc.	844,340		19,183,405
ITT Educational Services, Inc. (a) (b)	158,460		15,050,531
Universal Technical Institute, Inc. (a) (b)	69,110		1,186,619
			64,766,829
Diversified Financial Services—5.2%
CME Group, Inc.	29,050		6,045,596
Interactive Brokers Group, Inc. (b)	998,642		17,865,705
IntercontinentalExchange, Inc. (b)	43,370		3,575,423
			27,486,724
Electrical Equipment—4.6%
Energy Conversion Devices, Inc. (a) (b)	959,950		24,200,339
Electronic Equipment, Instruments & Components—0.4%
FLIR Systems, Inc. (a) (b)	63,650		1,952,782

Security Description	Shares	Value*
Food Products—1.1%
Green Mountain Coffee Roasters, Inc. (a) (b)	27,720	$	1,072,764
Ralcorp Holdings, Inc. (b)	79,950		4,669,080
			5,741,844
Health Care Equipment & Supplies—2.0%
Inverness Medical Innovations, Inc. (a) (b)	566,840		10,718,944
Health Care Providers & Services—0.5%
athenahealth, Inc. (b)	70,390		2,648,072
Health Care Technology—0.2%
MedAssets, Inc. (b)	70,490		1,029,154
Household Products—0.2%
Clorox Co.	13,620		756,727
Insurance—4.4%
ACE, Ltd.	330,820		17,506,994
Allied World Assurance Co. Holdings, Ltd. (b)	19,700		799,820
PartnerRe, Ltd.	15,200		1,083,304
W.R. Berkley Corp.	111,450		3,454,950
			22,845,068
Internet Software & Services—6.1%
Equinix, Inc. (a) (b)	513,260		27,300,300
Move, Inc. (b)	319,467		511,147
Telecity Group, Plc. (GBP) (b)	1,723,127		4,376,089
			32,187,536
Life Sciences Tools & Services—6.3%
Icon, Plc. (ADR) (b)	806,400		15,878,016
Sequenom, Inc. (a) (b)	862,120		17,104,461
			32,982,477
Machinery—2.7%
AGCO Corp. (a) (b)	107,360		2,532,622
Titan International, Inc. (a)	1,421,147		11,724,463
			14,257,085
Metals & Mining—2.8%
Commercial Metals Co.	85,110		1,010,256
Goldcorp, Inc. (CAD)	67,000		2,083,540
Newmont Mining Corp.	127,570		5,192,099
Nucor Corp.	98,350		4,543,770
Royal Gold, Inc. (a)	35,820		1,762,702
Schnitzer Steel Industries, Inc. (a)	7,200		271,080
			14,863,447
Oil, Gas & Consumable Fuels—6.3%
Chesapeake Energy Corp. (a)	351,130		5,677,772
EXCO Resources, Inc. (a) (b)	534,210		4,839,942
Frontier Oil Corp.	155,220		1,960,429
GMX Resources, Inc. (a) (b)	142,112		3,598,276
Goodrich Petroleum Corp. (a) (b)	134,180		4,018,691

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares		Value*
Oil, Gas & Consumable Fuels—(Continued)
PetroHawk Energy Corp. (a) (b)		25,660	$	401,066
Southwestern Energy Co. (b)		431,385		12,497,223
				32,993,399
Pharmaceuticals—0.5%
Valeant Pharmaceuticals International (a) (b)		115,280		2,639,912
Professional Services—0.4%
FTI Consulting, Inc. (a) (b)		51,251		2,289,895
Software—3.3%
BMC Software, Inc. (a) (b)		151,320		4,072,021
Nuance Communications, Inc. (a) (b)		1,273,374		13,192,155
				17,264,176
Textiles, Apparel & Luxury Goods—2.0%
Gildan Activewear, Inc. (a) (b)		210,000		2,469,600
Gildan Activewear, Inc. (CAD) (a) (b)		682,800		7,848,467
				10,318,067
Transportation Infrastructure—0.2%
Aegean Marine Petroleum Network, Inc. (a)		54,743		928,441
Wireless Telecommunication Services—12.5%
American Tower Corp. (Class A) (b)		945,889		27,733,465
NII Holdings, Inc. (b)		1,388,613		25,244,984
SBA Communications Corp. (a) (b)		766,230		12,504,874
				65,483,323
Total Common Stock (Identified Cost $662,891,546)				519,086,722
Short Term Investments—17.9%
Security Description	Shares/Face Amount		Value*
Mutual Funds—16.3%
State Street Navigator Securities Lending Prime Portfolio (c)		85,144,230		85,144,230
Repurchase Agreement—1.6%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $8,520,005 on 01/02/09, collateralized by $8,695,000 U.S. Treasury Bill due 02/19/09 with a value of $8,695,000.	$	8,520,000		8,520,000
Total Short Term Investments (Identified Cost $93,664,230)				93,664,230
Total Investments—116.8% (Identified Cost $756,555,776) (d)				612,750,952
Liabilities in excess of other assets				(87,955,348	)
Total Net Assets—100%			$	524,795,604

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $83,959,920 and the collateral received consisted of cash in the amount of $85,144,230 and non-cash collateral with a value of $393,048. The cash collateral is invested in a money market fund managed by an affiliate of the custodian. The non-cash collateral received consists primarily of government securities and bank letters of credit, and are held for the benefit of the Portfolio at the Portfolio’s custodian. The Portfolio cannot repledge or resell this collateral. As such, these are excluded from the Statement of Assets and Liabilities.

(b) Non-Income Producing.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $773,794,525 and the composition of unrealized appreciation and depreciation of investment securities was $16,655,440 and $(177,699,013), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

(AUD)— Australian Dollar

(CAD)— Canadian Dollar

(EUR)— Euro

(GBP)— British Pound

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	554,022,400	$	0
Level 2 - Other Significant Observable Inputs		58,728,552		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	612,750,952	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	612,750,952
Cash				563
Foreign cash at value (c)				232,173
Receivable for:
Securities sold				408,219
Fund shares sold				1,573,043
Accrued interest and dividends				277,003
Total Assets				615,241,953
Liabilities
Payable for:
Securities purchased	$	4,699,559
Fund shares redeemed		255,933
Collateral for securities loaned		85,144,230
Accrued expenses:
Management fees		297,124
Service and distribution fees		9,544
Deferred directors’ fees		690
Other expenses		39,269
Total Liabilities				90,446,349
Net Assets			$	524,795,604
Net assets consists of:
Capital paid in			$	1,581,286,363
Undistributed net investment income				8,722,126
Accumulated net realized losses				(921,392,752	)
Unrealized depreciation on investments and foreign currency				(143,820,133	)
Net Assets			$	524,795,604
Computation of offering price:
Class A
Net asset value and redemption price per share ($470,142,000 divided by 49,926,744 shares outstanding)			$	9.42
Class B
Net asset value and redemption price per share ($39,943,153 divided by 4,341,066 shares outstanding)			$	9.20
Class E
Net asset value and redemption price per share ($14,710,451 divided by 1,581,056 shares outstanding)			$	9.30
(a) Identified cost of investments			$	756,555,776
(b) Includes cash collateral for securities loaned of			$	85,144,230
(c) Identified cost of foreign cash			$	246,177

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	6,196,204	(a)
Interest					1,936,950	(b)
					8,133,154
Expenses
Management fees	$	6,148,389
Service and distribution fees—Class B		160,027
Service and distribution fees—Class E		39,371
Directors’ fees and expenses		31,005
Custodian		213,240
Audit and tax services		36,941
Legal		15,537
Printing		271,187
Insurance		13,729
Miscellaneous		27,608
Total expenses		6,957,034
Expense reductions		(70,636	)		6,886,398
Net Investment Income					1,246,756
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(429,441,569	)
Foreign currency transactions—net		9,362,754
Voluntary reimbursement of brokerage commissions and transaction costs		877,217			(419,201,598	)
Change in unrealized depreciation on:
Investments—net		(203,905,578	)
Foreign currency transactions—net		149,022			(203,756,556	)
Net loss					(622,958,154	)
Net Decrease in Net Assets From Operations				$	(621,711,398	)

(a) Net of foreign taxes of $175,880.

(b) Includes income on securities loaned of $1,771,135.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	1,246,756		$	172,173
Net realized gain (loss)		(419,201,598	)		130,626,469
Unrealized depreciation		(203,756,556	)		(40,920,232	)
Increase (decrease) in net assets from operations		(621,711,398	)		89,878,410
From Distributions to Shareholders
Net investment income
Class A		(3,481,342	)		(1,400,249	)
Class B		(67,510	)		0
Class E		(62,144	)		(1,896	)
Total distributions		(3,610,996	)		(1,402,145	)
Increase (decrease) in net assets from capital share transactions		(31,910,033	)		5,575,867
Net increase (decrease) in net assets		(657,232,427	)		94,052,132
Net Assets
Beginning of the period		1,182,028,031			1,087,975,899
End of the period	$	524,795,604		$	1,182,028,031
Undistributed (Overdistributed) Net Investment Income
End of the period	$	8,722,126		$	1,794,246

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	8,361,663		$	113,359,995		8,542,036		$	181,035,488
Reinvestments	179,174			3,481,342		66,112			1,400,249
Redemptions	(8,892,500	)		(148,780,277	)	(8,578,550	)		(181,458,569	)
Net increase (decrease)	(351,663	)	$	(31,938,940	)	29,598		$	977,168
Class B
Sales	1,284,189		$	18,518,543		1,373,277		$	28,773,800
Reinvestments	3,549			67,510		0			0
Redemptions	(949,113	)		(15,512,342	)	(894,020	)		(18,596,495	)
Net increase	338,625		$	3,073,711		479,257		$	10,177,305
Class E
Sales	224,387		$	3,171,530		250,970		$	5,322,439
Reinvestments	3,233			62,144		90			1,896
Redemptions	(386,063	)		(6,278,478	)	(522,976	)		(10,902,941	)
Net decrease	(158,443	)	$	(3,044,804	)	(271,916	)	$	(5,578,606	)
Increase (decrease) derived from capital share transactions			$	(31,910,033	)			$	5,575,867

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005		2004
Net Asset Value, Beginning of Period	$	21.14		$	19.54		$	17.47		$	16.34	$	14.01
Income From Investment Operations
Net investment income		0.03	(a)		0.01	(a)		0.01			0.02		0.08
Net realized and unrealized gain (loss) of investments		(11.68	)		1.62			2.06			1.11		2.33
Total from investment operations		(11.65	)		1.63			2.07			1.13		2.41
Less Distributions
Distributions from net investment income		(0.07	)		(0.03	)		(0.00	)(b)		0.00		(0.08	)
Total distributions		(0.07	)		(0.03	)		(0.00	)		0.00		(0.08	)
Net Asset Value, End of Period	$	9.42		$	21.14		$	19.54		$	17.47	$	16.34
Total Return (%)		(55.3	)		8.3			11.9			6.9		17.2
Ratio of operating expenses to average net assets before expense reductions (%)		0.75			0.73			0.75			0.75		0.75
Ratio of operating expenses to average net assets after expense reductions (%) (c)		0.74			0.73			0.73			0.68		0.70
Ratio of net investment income to average net assets (%)		0.16			0.04			0.07			0.11		0.53
Portfolio turnover rate (%)		313			113			153			149		217
Net assets, end of period (000)	$	470,142		$	1,063,017		$	981,804		$	924,602	$	963,074

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	20.66		$	19.11		$	17.13		$	16.06		$	13.79
Income From Investment Operations
Net investment income (loss)		(0.01	)(a)		(0.04	)(a)		(0.02	)		(0.01	)		0.09
Net realized and unrealized gain (loss) of investments		(11.43	)		1.59			2.00			1.08			2.23
Total from investment operations		(11.44	)		1.55			1.98			1.07			2.32
Less Distributions
Distributions from net investment income		(0.02	)		0.00			0.00			0.00			(0.05	)
Total distributions		(0.02	)		0.00			0.00			0.00			(0.05	)
Net Asset Value, End of Period	$	9.20		$	20.66		$	19.11		$	17.13		$	16.06
Total Return (%)		(55.4	)		8.1			11.6			6.7			16.8
Ratio of operating expenses to average net assets before expense reductions (%)		1.00			0.98			1.00			1.00			1.00
Ratio of operating expenses to average net assets after expense reductions (%) (c)		0.99			0.98			0.98			0.93			0.95
Ratio of net investment income (loss) to average net assets (%)		(0.09	)		(0.21	)		(0.18	)		(0.13	)		0.44
Portfolio turnover rate (%)		313			113			153			149			217
Net assets, end of period (000)	$	39,943		$	82,675		$	67,334		$	47,699		$	36,819

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	20.89		$	19.31		$	17.29		$	16.19		$	13.90
Income From Investment Operations
Net investment income (loss)		0.00	(a)(d)		(0.02	)(a)		(0.02	)		(0.01	)		0.07
Net realized and unrealized gain (loss) of investments		(11.55	)		1.60			2.04			1.11			2.28
Total from investment operations		(11.55	)		1.58			2.02			1.10			2.35
Less Distributions
Distributions from net investment income		(0.04	)		0.00			0.00			0.00			(0.06	)
Total distributions		(0.04	)		0.00			0.00			0.00			(0.06	)
Net Asset Value, End of Period	$	9.30		$	20.89		$	19.31		$	17.29		$	16.19
Total Return (%)		(55.4	)		8.2			11.7			6.7			17.0
Ratio of operating expenses to average net assets before expense reductions (%)		0.90			0.88			0.90			0.90			0.90
Ratio of operating expenses to average net assets after expense reductions (%) (c)		0.89			0.88			0.88			0.83			0.85
Ratio of net investment income (loss) to average net assets (%)		0.01			(0.12	)		(0.08	)		(0.04	)		0.55
Portfolio turnover rate (%)		313			113			153			149			217
Net assets, end of period (000)	$	14,710		$	36,337		$	38,839		$	38,193		$	40,402

(a) Per share amount is based on average shares outstanding during the period.

(b) Distributions for the period were less than $0.01.

(c) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(d) Net investment income was less than $0.01 per share.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The FI Mid Cap Opportunities Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

MSF-12

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”).

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

MSF-13

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income

MSF-14

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had capital loss carryforwards as follows:

Expiring 12/31/16	Expiring 12/31/11		Expiring 12/31/10		Expiring 12/31/09		Total
$346,738,065	$	16,477,953	$	376,464,857	$	33,105,061	$	772,785,936

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	3,610,996	$	1,402,145	$	—	$	—	$	—	$	—	$	3,610,996	$	1,402,145

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	8,721,229	$	—	$	(161,058,882	)	$	(772,785,936	)	$	(925,123,589	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(131,368,064	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	2,830,433,576	$	0	$	2,850,086,343

MSF-15

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$6,148,389	0.750%	Of the first $100 million
	0.700%	Of the next $400 million
	0.650%	On amounts in excess of $500 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

Fidelity Management & Research Company (“FMR”) was compensated by MetLife Advisers to provide subadvisory services to the Portfolio from January 1, 2008 through April 27, 2008. Effective April 28, 2008, Pyramis Global Advisors, LLC, a wholly owned subsidiary of FMR, became subadviser to the Portfolio and receives compensation for providing subadvisory services thereto.

During the period, Pyramis Global Advisors, LLC reimbursed MetLife Advisers $877,217, representing the cost of certain brokerage services and commissions incurred by the Portfolio in connection with a change of portfolio manager. MetLife Advisers reimbursed the Portfolio the same amount to pass the benefit of this reimbursement onto the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of

MSF-16

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Fl Mid Cap Opportunities Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fl Mid Cap Opportunities Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 23, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

FI Mid Cap Opportunities Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. FI Value Leaders Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Managed by Fidelity Management & Research Company

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the FI Value Leaders Portfolio returned -38.9%, compared to its benchmark, the Russell 1000 Value Index¹, which returned -36.8%. The average return of its peer group, the Lipper Variable Insurance Products² Multi-Cap Value Funds Universe, was -36.8% over the same period.

PORTFOLIO REVIEW

For the twelve-month period ended December 31, 2008, the Portfolio underperformed the Russell 1000 Value Index. Seven of ten sectors detracted from relative performance. Stock selection in the Energy, Utilities, and Consumer Staples sectors detracted the most from relative performance, while Financials was the largest sector contributor.

In the Energy sector, the overweight in refiner Valero Energy was the largest Portfolio detractor. Valero shares fell about 68% as sharply rising oil and gasoline prices earlier in the year squeezed refining margins and reduced earnings. Among Utilities, the overweights in electric utility Reliant Energy and gas utility Energen hurt performance. Reliant Energy shares fell 68% as the company cut its outlook due to Hurricane Ike and lower commodity prices, and secured $1 billion in new capital to replace a credit facility that raised concerns among analysts. Energen shares dropped 54%, mainly due to the company’s exposure to lower natural gas prices. In the Consumer Staples sector, the overweight in agribusiness and food products company Bunge Ltd. detracted from performance. Bunge shares dropped 55% as the freeze in the credit markets impacted many companies tied to farming, which is an extremely credit-dependent activity. Among individual holdings, the underweight in pharmaceutical company Johnson & Johnson and the overweight in mortgage finance company Fannie Mae were among the largest Portfolio detractors. Johnson & Johnson shares fell 7% but outperformed the Index by a wide margin as investors preferred shares of stable, defensive names amid the market downturn. Fannie Mae shares fell 74% as the U.S. Treasury placed it and Freddie Mac into conservatorship and announced that it will purchase mortgage-backed securities issued by the two companies.

Among Financials, the underweight in commercial bank Wachovia and the overweight in bank Wells Fargo were the largest Portfolio contributors. Wachovia shares fell nearly 85% amid the ongoing credit and liquidity crisis and mounting losses in the company’s mortgage portfolio. Wachovia subsequently agreed to sell the entire company to Wells Fargo for more than $15 billion. Wells Fargo shares gained nearly 2% as investors speculated that the company would benefit from cost and revenue synergies following its acquisition of Wachovia and that the worst of the credit and mortgage-related write-downs are behind it. The overweight in insurer ACE Ltd. also added to performance. ACE shares dropped 13% but outperformed the Index significantly thanks to investor expectations for improved insurance industry fundamentals in 2009, as significant stress at three of the top five insurers, catastrophe losses from Hurricane Ike, and a higher average industry combined ratio should all help to drive pricing higher. Among non-financial services contributors, the overweights in steel company Nucor and diversified telecommunication services provider Qwest Communications were large Portfolio contributors. Nucor shares fell 19% but outperformed as investors speculated that higher government infrastructure spending and a bailout of the Detroit automakers would be positive for the steel industry. Qwest shares declined about 4% in the Portfolio as the company reported revenue that beat expectations driven by improved results in its business segment and higher equipment sales.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 1000^® Value Index is an unmanaged measure of the largest capitalized U.S. domiciled companies with a less than average growth orientation. Companies in this Index generally have a low price-to-book and price-to-earnings ratio, higher divided yields and lower forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 VALUE INDEX

Average Annual Returns as of December 31, 2008

	FI Value Leaders Portfolio								Russell 1000 Value Index
	Class A		Class B		Class D		Class E
1 Year	-38.9	%	-39.1	%	-39.0	%	-39.0	%	-36.8	%
5 Year	-2.2		-2.4		—		-2.3		-0.8
10 Year	-2.0		—		—		—		1.4
Since Inception	—		1.7		-14.5		-2.9		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B, Class D and Class E shares are: 4/30/93, 7/30/02, 5/2/06, 5/1/01 respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Exxon Mobil Corp.	6.7%
Pfizer, Inc.	3.4%
Wells Fargo & Co.	3.3%
ConocoPhillips	3.3%
AT&T, Inc.	3.2%
General Electric Co.	2.4%
Chevron Corp.	2.3%
Wyeth	2.2%
Procter & Gamble Co.	2.2%
Bank of America Corp.	2.0%

Top Sectors

	% of Total Market Value
Financials	22.1%
Energy	17.7%
Health Care	14.1%
Consumer Staples	9.7%
Industrials	9.1%
Consumer Discretionary	8.1%
Telecommunication Services	6.5%
Utilities	6.4%
Materials	3.0%
Information Technology	2.9%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
FI Value Leaders—Class A	Actual	0.72	%	$	1,000.00	$	709.69	$	3.09
	Hypothetical	0.72	%	$	1,000.00	$	1,021.47	$	3.66
FI Value Leaders—Class B	Actual	0.97	%	$	1,000.00	$	708.76	$	4.17
	Hypothetical	0.97	%	$	1,000.00	$	1,020.20	$	4.93
FI Value Leaders—Class D	Actual	0.82	%	$	1,000.00	$	709.33	$	3.52
	Hypothetical	0.82	%	$	1,000.00	$	1,020.97	$	4.17
FI Value Leaders—Class E	Actual	0.87	%	$	1,000.00	$	709.13	$	3.74
	Hypothetical	0.87	%	$	1,000.00	$	1,020.71	$	4.42

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—99.8% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—2.3%
Northrop Grumman Corp.	96,560	$	4,349,062
United Technologies Corp.	103,810		5,564,216
			9,913,278
Auto Components—0.2%
The Goodyear Tire & Rubber Co. (a)	118,480		707,326
Beverages—1.4%
Molson Coors Brewing Co. (b)	79,540		3,891,097
Pepsi Bottling Group, Inc.	101,010		2,273,735
			6,164,832
Biotechnology—2.0%
Amgen, Inc. (a)	148,510		8,576,452
Capital Markets—3.2%
Ameriprise Financial, Inc.	90,280		2,108,941
Franklin Resources, Inc.	63,160		4,028,345
The Bank of New York Mellon Corp.	80,130		2,270,083
The Goldman Sachs Group, Inc.	67,820		5,723,329
			14,130,698
Chemicals—1.1%
Celanese Corp. (Series A) (b)	109,570		1,361,955
CF Industries Holdings, Inc. (b)	39,420		1,937,887
Lubrizol Corp. (b)	45,730		1,664,115
			4,963,957
Commercial Banks—4.4%
National City Corp.	1,283,940		2,323,931
SunTrust Banks, Inc.	82,130		2,426,120
Wells Fargo & Co.	488,110		14,389,483
			19,139,534
Construction & Engineering—0.8%
KBR, Inc. (b)	239,180		3,635,536
Consumer Finance—1.0%
Capital One Financial Corp.	144,100		4,595,349
Containers & Packaging—0.5%
Owens-Illinois, Inc. (a)	83,740		2,288,614
Diversified Financial Services—5.2%
Bank of America Corp.	620,524		8,736,978
Citigroup, Inc.	173,150		1,161,836
CME Group, Inc.	20,980		4,366,148
Interactive Brokers Group, Inc. (a)	189,710		3,393,912
JPMorgan Chase & Co.	167,158		5,270,492
			22,929,366
Diversified Telecommunication Services—5.1%
AT&T, Inc.	499,480		14,235,180
Embarq Corp.	81,640		2,935,775

Security Description	Shares	Value*
Diversified Telecommunication Services—(Continued)
Qwest Communications International, Inc. (b)	1,464,180	$	5,329,615
			22,500,570
Electric Utilities—2.4%
Edison International	142,480		4,576,458
Exelon Corp.	108,940		6,058,153
			10,634,611
Electronic Equipment, Instruments & Components—0.3%
Avnet, Inc. (a)	70,800		1,289,268
Energy Equipment & Services—1.5%
ENSCO International, Inc. (b)	106,560		3,025,238
Noble Corp.	100,600		2,222,254
Tidewater, Inc. (b)	32,240		1,298,305
			6,545,797
Food & Staples Retailing—2.0%
CVS Caremark Corp.	176,250		5,065,425
The Kroger Co.	133,480		3,525,207
			8,590,632
Food Products—1.2%
Corn Products International, Inc. (b)	91,300		2,634,005
Tyson Foods, Inc. (Class A) (b)	301,390		2,640,176
			5,274,181
Gas Utilities—0.7%
Energen Corp.	103,440		3,033,895
Health Care Equipment & Supplies—0.8%
Boston Scientific Corp. (a)	459,840		3,559,162
Health Care Providers & Services—3.4%
Lincare Holdings, Inc. (a) (b)	99,110		2,669,032
McKesson Corp.	119,130		4,613,905
WellPoint, Inc. (a)	176,390		7,431,311
			14,714,248
Household Products—2.2%
Procter & Gamble Co.	153,190		9,470,206
Independent Power Producers & Energy Traders—1.8%
Mirant Corp. (a) (b)	125,890		2,375,544
NRG Energy, Inc. (a) (b)	237,040		5,530,143
			7,905,687
Industrial Conglomerates—2.4%
General Electric Co.	659,370		10,681,794
Insurance—7.6%
ACE, Ltd.	107,684		5,698,637
Assurant, Inc.	196,600		5,898,000
Berkshire Hathaway, Inc. (Class B) (a)	2,610		8,388,540

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Insurance—(Continued)
Loews Corp.	94,590	$	2,672,168
PartnerRe, Ltd.	32,400		2,309,148
The Chubb Corp.	116,890		5,961,390
W.R. Berkley Corp.	73,520		2,279,120
			33,207,003
IT Services—1.7%
Accenture, Ltd. (Class A)	123,400		4,046,286
The Western Union Co.	238,270		3,416,792
			7,463,078
Life Sciences Tools & Services—0.6%
Thermo Fisher Scientific, Inc. (a) (b)	79,850		2,720,490
Machinery—2.0%
AGCO Corp. (a) (b)	117,410		2,769,702
Eaton Corp. (b)	79,050		3,929,575
The Manitowoc Co., Inc.	255,260		2,210,552
			8,909,829
Marine—0.5%
Alexander & Baldwin, Inc. (b)	88,690		2,222,571
Media—3.5%
DISH Network Corp. (a)	383,110		4,248,690
News Corp. (Class A)	627,470		5,703,702
Time Warner, Inc. (b)	522,900		5,260,374
			15,212,766
Metals & Mining—1.3%
Freeport-McMoRan Copper & Gold, Inc. (a) (b)	104,310		2,549,336
Nucor Corp.	72,560		3,352,272
			5,901,608
Multi-Utilities—1.5%
CMS Energy Corp. (b)	89,890		908,788
MDU Resources Group, Inc.	122,410		2,641,608
Public Service Enterprise Group, Inc.	107,070		3,123,232
			6,673,628
Multiline Retail—1.0%
J.C. Penney Co., Inc. (b)	224,380		4,420,286
Oil, Gas & Consumable Fuels—16.2%
Apache Corp.	88,100		6,566,093
Chevron Corp.	134,690		9,963,019
ConocoPhillips	277,631		14,381,286
Exxon Mobil Corp.	370,720		29,594,577
Occidental Petroleum Corp. (b)	130,930		7,854,491
Valero Energy Corp.	126,750		2,742,870
			71,102,336
Personal Products—0.8%
Avon Products, Inc.	141,360		3,396,881

Security Description	Shares	Value*
Pharmaceuticals—7.4%
Johnson & Johnson	133,230	$	7,971,151
Pfizer, Inc.	843,040		14,930,238
Wyeth	253,670		9,515,162
			32,416,551
Real Estate Management & Development—0.7%
Jones Lang LaSalle, Inc. (b)	104,460		2,893,542
Road & Rail—1.1%
Norfolk Southern Corp.	101,140		4,758,637
Software—0.9%
Microsoft Corp.	203,040		3,947,098
Specialty Retail—2.4%
Abercrombie & Fitch Co. (Class A) (b)	125,000		2,883,750
Best Buy Co., Inc. (b)	153,850		4,324,723
Home Depot, Inc. (b)	147,280		3,390,386
			10,598,859
Textiles, Apparel & Luxury Goods—1.1%
Coach, Inc. (a)	119,470		2,481,392
Polo Ralph Lauren Corp. (b)	50,260		2,282,307
			4,763,699
Tobacco—2.2%
Altria Group, Inc.	469,150		7,065,399
Lorillard, Inc.	48,540		2,735,229
			9,800,628
Wireless Telecommunication Services—1.4%
NII Holdings, Inc. (a)	269,150		4,893,147
Sprint Nextel Corp. (a)	729,170		1,334,381
			6,227,528
Total Common Stock (Identified Cost $537,256,423)			437,882,011

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Schedule of Investments as of December 31, 2008

Short Term Investments—8.7%

Security Description	Shares/Face Amount		Value*
Mutual Funds—8.6%
State Street Navigator Securities Lending Prime Portfolio (c)		37,515,278	$	37,515,278
Repurchase Agreement—0.1%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $456,000 on 01/02/09, collateralized by $470,000 U.S. Treasury Bill due 02/26/09 with a value of $469,953.	$	456,000		456,000
Total Short Term Investments (Identified Cost $37,971,278)				37,971,278
Total Investments—108.5% (Identified Cost $575,227,701) (d)				475,853,289
Liabilities in excess of other assets				(37,225,034	)
Total Net Assets—100%			$	438,628,255

(a) Non-Income Producing.

(b) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $40,721,855 and the collateral received consisted of cash in the amount of $37,515,278 and non-cash collateral with a value of $2,340,094. The cash collateral is invested in a money market fund managed by an affiliate of the custodian. The non-cash collateral received consists primarily of government securities and bank letters of credit, and are held for the benefit of the Portfolio at the Portfolio’s custodian. The Portfolio cannot repledge or resell this collateral. As such, these are excluded from the Statement of Assets and Liabilities.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $616,088,467 and the composition of unrealized appreciation and depreciation of investment securities was $12,201,296 and $(152,436,474), respectively.

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	475,397,289	$	0
Level 2 - Other Significant Observable Inputs		456,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	475,853,289	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	475,853,289
Cash				413
Foreign cash at value (c)				43
Receivable for:
Securities sold				638,854
Fund shares sold				193,061
Accrued interest and dividends				569,789
Foreign taxes				3,533
Total Assets				477,258,982
Liabilities
Payable for:
Securities purchased	$	373,047
Fund shares redeemed		429,253
Collateral for securities loaned		37,515,278
Accrued expenses:
Management fees		241,874
Service and distribution fees		23,708
Deferred directors’ fees		11,084
Other expenses		36,483
Total Liabilities				38,630,727
Net Assets			$	438,628,255
Net assets consists of:
Capital paid in			$	731,351,398
Undistributed net investment income				11,959,578
Accumulated net realized losses				(205,308,473	)
Unrealized depreciation on investments and foreign currency				(99,374,248	)
Net Assets			$	438,628,255
Computation of offering price:
Class A
Net asset value and redemption price per share ($233,635,697 divided by 2,193,637 shares outstanding)			$	106.51
Class B
Net asset value and redemption price per share ($48,628,463 divided by 458,415 shares outstanding)			$	106.08
Class D
Net asset value and redemption price per share ($131,562,623 divided by 1,237,717 shares outstanding)			$	106.29
Class E
Net asset value and redemption price per share ($24,801,472 divided by 233,642 shares outstanding)			$	106.15
(a) Identified cost of investments			$	575,227,701
(b) Includes cash collateral for securities  loaned of			$	37,515,278
(c) Identified cost of foreign cash			$	58

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	16,578,246
Interest					436,278	(a)
					17,014,524
Expenses
Management fees	$	4,191,190
Service and distribution fees—Class B		158,809
Service and distribution fees—Class D		201,881
Service and distribution fees—Class E		55,377
Directors’ fees and expenses		24,837
Custodian		78,773
Audit and tax services		31,941
Legal		11,682
Printing		183,710
Insurance		9,686
Miscellaneous		22,938
Total expenses					4,970,824
Net Investment Income					12,043,700
Realized and Unrealized Loss
Realized loss on:
Investments—net					(193,578,625	)
Change in unrealized depreciation on:
Investments—net		(124,346,018	)
Foreign currency transactions—net		(127	)		(124,346,145	)
Net loss					(317,924,770	)
Net Decrease in Net Assets From Operations				$	(305,881,070	)

(a) Includes income on securities loaned of $420,397.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	12,043,700		$	12,200,579
Net realized gain (loss)		(193,578,625	)		62,216,927
Change in unrealized depreciation		(124,346,145	)		(33,130,132	)
Increase (decrease) in net assets from operations		(305,881,070	)		41,287,374
From Distributions to Shareholders
Net investment income
Class A		(6,721,932	)		(4,672,405	)
Class B		(963,825	)		(503,782	)
Class D		(3,814,463	)		(2,754,011	)
Class E		(671,012	)		(460,718	)
		(12,171,232	)		(8,390,916	)
Net realized gain
Class A		(36,518,543	)		(44,234,373	)
Class B		(6,251,749	)		(6,426,938	)
Class D		(22,175,254	)		(29,815,958	)
Class E		(4,041,117	)		(5,232,496	)
		(68,986,663	)		(85,709,765	)
Total distributions		(81,157,895	)		(94,100,681	)
Decrease in net assets from capital share transactions		(21,536,367	)		(69,648,099	)
Net decrease in net assets		(408,575,332	)		(122,461,406	)
Net Assets
Beginning of the period		847,203,587			969,664,993
End of the period	$	438,628,255		$	847,203,587
Undistributed Net Investment Income
End of the period	$	11,959,578		$	12,206,109

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	156,165		$	20,207,043		185,630		$	37,252,583
Reinvestments	268,641			43,240,475		242,689			48,906,778
Redemptions	(513,225	)		(72,853,752	)	(567,453	)		(116,169,360	)
Net decrease	(88,419	)	$	(9,406,234	)	(139,134	)	$	(30,009,999	)
Class B
Sales	128,347		$	19,444,677		116,244		$	23,663,095
Reinvestments	44,932			7,215,574		34,474			6,930,720
Redemptions	(102,518	)		(15,329,798	)	(85,250	)		(17,333,521	)
Net increase	70,761		$	11,330,453		65,468		$	13,260,294
Class D
Sales	102,216		$	15,154,162		85,700		$	17,391,469
Reinvestments	161,678			25,989,717		161,830			32,569,969
Redemptions	(416,481	)		(60,066,892	)	(480,052	)		(96,968,365	)
Net decrease	(152,587	)	$	(18,923,013	)	(232,522	)	$	(47,006,927	)
Class E
Sales	25,263		$	3,531,105		53,198		$	10,867,925
Reinvestments	29,348			4,712,129		28,319			5,693,214
Redemptions	(85,006	)		(12,780,807	)	(110,393	)		(22,452,606	)
Net decrease	(30,395	)	$	(4,537,573	)	(28,876	)	$	(5,891,467	)
Decrease derived from capital share transactions			$	(21,536,367	)			$	(69,648,099	)

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	196.17		$	208.36		$	193.08		$	176.54		$	157.24
Income From Investment Operations
Net investment income		2.88	(a)		2.81	(a)		2.58			1.92			2.21
Net realized and unrealized gain (loss) of investments		(72.50	)		6.52			20.14			16.67			19.15
Total from investment operations		(69.62	)		9.33			22.72			18.59			21.36
Less Distributions
Distributions from net investment income		(3.12	)		(2.06	)		(2.25	)		(2.05	)		(2.06	)
Distributions from net realized capital gains		(16.92	)		(19.46	)		(5.19	)		0.00			0.00
Total distributions		(20.04	)		(21.52	)		(7.44	)		(2.05	)		(2.06	)
Net Asset Value, End of Period	$	106.51		$	196.17		$	208.36		$	193.08		$	176.54
Total Return (%)		(38.9	)		4.2			11.9			10.7			13.7
Ratio of operating expenses to average net assets before expense reductions (%)		0.71			0.71			0.72			0.73			0.74
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			0.71			0.69			0.72
Ratio of net investment income to average net assets (%)		1.94			1.38			1.18			0.92			1.23
Portfolio turnover rate (%)		191			145			213			94			161
Net assets, end of period (000)	$	233,636		$	447,663		$	504,489		$	533,729		$	552,323

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	195.36		$	207.58		$	192.26		$	175.91		$	156.72
Income From Investment Operations
Net investment income		2.51	(a)		2.30	(a)		2.10			1.26			1.88
Net realized and unrealized gain (loss) of investments		(72.26	)		6.47			20.04			16.86			19.12
Total from investment operations		(69.75	)		8.77			22.14			18.12			21.00
Less Distributions
Distributions from net investment income		(2.61	)		(1.53	)		(1.63	)		(1.77	)		(1.81	)
Distributions from net realized capital gains		(16.92	)		(19.46	)		(5.19	)		0.00			0.00
Total distributions		(19.53	)		(20.99	)		(6.82	)		(1.77	)		(1.81	)
Net Asset Value, End of Period	$	106.08		$	195.36		$	207.58		$	192.26		$	175.91
Total Return (%)		(39.1	)		3.9			11.7			10.4			13.5
Ratio of operating expenses to average net assets before expense reductions (%)		0.96			0.96			0.97			0.98			0.99
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			0.96			0.94			0.97
Ratio of net investment income to average net assets (%)		1.72			1.14			1.00			0.70			1.41
Portfolio turnover rate (%)		191			145			213			94			161
Net assets, end of period (000)	$	48,628		$	75,734		$	66,879		$	27,141		$	5,311

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Financial Highlights

	Class D
	Year ended December 31,
	2008			2007			2006(c)
Net Asset Value, Beginning of Period	$	195.78		$	207.95		$	200.55
Income From Investment Operations
Net investment income		2.73	(a)		2.60	(a)		1.80
Net realized and unrealized gain (loss) of investments		(72.39	)		6.49			5.60
Total from investment operations		(69.66	)		9.09			7.40
Less Distributions
Distributions from net investment income		(2.91	)		(1.80	)		0.00
Distributions from net realized capital gains		(16.92	)		(19.46	)		0.00
Total distributions		(19.83	)		(21.26	)		0.00
Net Asset Value, End of Period	$	106.29		$	195.78		$	207.95
Total Return (%)		(39.0	)		4.1			3.7	(d)
Ratio of operating expenses to average net assets before expense reductions (%)		0.81			0.81			0.82	(e)
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			0.81	(e)
Ratio of net investment income to average net assets (%)		1.84			1.27			1.25	(e)
Portfolio turnover rate (%)		191			145			213
Net assets, end of period (000)	$	131,563		$	272,190		$	337,462

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	195.49		$	207.69		$	192.40		$	175.93		$	156.83
Income From Investment Operations
Net investment income		2.65	(a)		2.49	(a)		2.17			1.29			1.58
Net realized and unrealized gain (loss) of investments		(72.26	)		6.48			20.18			16.98			19.48
Total from investment operations		(69.61	)		8.97			22.35			18.27			21.06
Less Distributions
Distributions from net investment income		(2.81	)		(1.71	)		(1.87	)		(1.80	)		(1.96	)
Distributions from net realized capital gains		(16.92	)		(19.46	)		(5.19	)		0.00			0.00
Total distributions		(19.73	)		(21.17	)		(7.06	)		(1.80	)		(1.96	)
Net Asset Value, End of Period	$	106.15		$	195.49		$	207.69		$	192.40		$	175.93
Total Return (%)		(39.0	)		4.0			11.8			10.5			13.6
Ratio of operating expenses to average net assets before expense reductions (%)		0.86			0.86			0.87			0.88			0.89
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			N/A			0.86			0.84			0.87
Ratio of net investment income to average net assets (%)		1.78			1.22			1.05			0.78			1.12
Portfolio turnover rate (%)		191			145			213			94			161
Net assets, end of period (000)	$	24,801		$	51,617		$	60,835		$	46,855		$	31,192

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) Commencement of operations was May 2, 2006 for Class D.

(d) Periods less than one year are not computed on an annualized basis.

(e) Computed on an annualized basis.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The FI Value Leaders Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B, Class D and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B, Class D and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

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Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”).

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

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Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

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Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had 115,025,550 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	53,474,329	$	41,560,220	$	27,683,566	$	52,540,461	$	—	$	—	$	81,157,895	$	94,100,681

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	11,971,774	$	—	$	(140,235,014	)	$	(115,025,550	)	$	(243,288,790	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(49,422,157	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	1,240,779,571	$	0	$	1,328,181,558

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Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$4,191,190	0.700%	Of the first $200 million
	0.650%	Of the next $300 million
	0.600%	Of the next $1.5 billion
	0.550%	On amounts in excess of $2 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

Fidelity Management & Research Company (“FMR”) was compensated by MetLife Advisers to provide subadvisory services to the Portfolio from January 1, 2008 through April 27, 2008. Effective April 28, 2008, Pyramis Global Advisors, LLC, a wholly owned subsidiary of FMR, became subadviser to the Portfolio and receives compensation for providing subadvisory services thereto.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, D and E shares. Under the Distribution and Service Plan, the Class B, D and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, D and E shares. The fees under the Distribution and Service Plan for each applicable class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares, 0.10% per year for Class D shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose

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Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

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Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Fl Value Leaders Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fl Value Leaders Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

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Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

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Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

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Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

FI Value Leaders Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

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  Metropolitan Series Fund, Inc. Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)   Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Managed by Loomis Sayles & Co., L.P.

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

Franklin Advisers, Inc. (“Franklin”), the Portfolio’s subadviser prior to January 5, 2009, prepared this commentary, which addresses the Portfolio’s performance for the one year period ended December 31, 2008. On January 5, 2009, Loomis Sayles & Co., L.P. (“Loomis Sayles”) succeeded Franklin as the subadviser to the Portfolio and the name of the Portfolio was changed from the Franklin Templeton Small Cap Growth Portfolio to the Loomis Sayles Small Cap Growth Portfolio. This commentary and performance does not reflect the management of Loomis Sayles.

For the twelve-month period ended December 31, 2008, the Class A shares of the Loomis Sayles Small Cap Growth Portfolio returned -41.2%, compared to its benchmark, the Russell 2000 Growth Index¹, which returned -38.5%. The average return of its peer group, the Lipper Variable Insurance Products² Small-Cap Growth Funds Universe, was -41.1% over the same period.

PORTFOLIO REVIEW

In 2008, the U.S. economy faltered and The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled the equity markets. Despite government interventions and massive emergency funding, rapidly weakening manufacturing activity and falling home prices exacerbated the nation’s economic troubles. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end. In early December, the National Bureau of Economic Research officially declared the U.S. economy has been in recession since December 2007. Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance, with all major indexes recording double-digit losses. All sectors lost value, and the financials, materials and information technology sectors had the largest declines.

From a sector perspective, the health care, financials and energy sectors weighed on the Portfolio’s performance relative to the Russell 2000 Growth Index for the year under review. In the health care sector, stock selection and an underweighted allocation hurt relative returns, and significant detractors included pharmaceuticals companies K-V Pharmaceutical and Angiotech Pharmaceuticals. Stock selection in the financials and energy sectors also negatively impacted relative returns. In the financials sector, real estate investment trusts FelCor Lodging Trust and iStar Financial, and in the energy sector, oil and gas companies Helix Energy Solutions Group and Mariner Energy, hurt performance. Other key detractors outside of these sectors included aircraft cabin components maker BE Aerospace in the industrials sector and casino gaming operator Penn National Gaming in the consumer discretionary sector.

On a more positive note, stock selection in the industrials, information technology and materials sectors helped relative performance during the reporting period. In the industrials sector, significant performers were charter flight operator Allegiant Travel and automotive technician training school Universal Technical Institute. Key contributors in the information technology sector included digital satellite, networking and signal processing equipment manufacturer ViaSat and specialized imaging systems manufacturer FLIR Systems, and in the materials sector, industrial chemicals producer FMC helped results. Elsewhere in the portfolio, educational services company Strayer Education and eye glasses maker FGX International Holdings in the consumer discretionary sector, and Sequenom and Myriad Genetics in the health care sector were also major contributors. Sequenom makes a sequencing system to analyze DNA variations, while Myriad Genetics produces drugs and diagnostic testing systems aimed at finding and treating specific cancers and AIDS.

Our sector and industry weightings changed incrementally throughout the period, and in line with our investment strategy we invested in companies we believed provided the best trade-off between growth opportunity, business and financial risk, and valuation.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 2000^® Growth Index is an unmanaged measure of performance of those Russell 2000^® companies (small capitalization companies) that have higher price-to book ratios and higher forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 2000 GROWTH INDEX

Average Annual Returns as of December 31, 2008

	Loomis Sayles Small Cap Growth Portfolio						Russell 2000 Growth Index
	Class A		Class B		Class E
1 Year	-41.2	%	-41.3	%	-41.3	%	-38.5	%
5 Year	-4.6		-4.9		-4.8		-2.4
Since Inception	-4.0		-4.2		-4.1		-1.7

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception date of the Class A, Class B and Class E shares is 5/1/01. Index since inception return is based on the Class A inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
ViaSat, Inc.	3.0%
Quest Software, Inc.	2.6%
Psychiatric Solutions, Inc.	2.4%
FGX International Holdings, Ltd.	2.0%
Sequenom, Inc.	1.9%
Hansen Natural Corp.	1.9%
Power Integrations, Inc.	1.9%
SBA Communications Corp.	1.8%
Huron Consulting Group, Inc.	1.8%
Flir Systems, Inc.	1.8%

Top Sectors

	% of Equity Market Value
Information Technology	41.7%
Health Care	13.4%
Consumer Discretionary	12.5%
Industrials	11.7%
Energy	7.1%
Financials	5.2%
Consumer Staples	5.1%
Telecommunication Services	1.9%
Materials	1.4%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Loomis Sayles Small Cap Growth (formerly Franklin Templeton Small Cap Growth)—Class A	Actual	1.03	%	$	1,000.00	$	681.87	$	4.35
	Hypothetical	1.03	%	$	1,000.00	$	1,019.90	$	5.23
Loomis Sayles Small Cap Growth (formerly Franklin Templeton Small Cap Growth)—Class B	Actual	1.28	%	$	1,000.00	$	681.37	$	5.41
	Hypothetical	1.28	%	$	1,000.00	$	1,018.62	$	6.49
Loomis Sayles Small Cap Growth (formerly Franklin Templeton Small Cap Growth)—Class E	Actual	1.18	%	$	1,000.00	$	680.83	$	4.99
	Hypothetical	1.18	%	$	1,000.00	$	1,019.13	$	5.99

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Schedule of Investments as of December 31, 2008

Common Stock—95.0% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—3.6%
Applied Signal Technology, Inc.	16,245	$	291,435
BE Aerospace, Inc. (a)	83,100		639,039
Orbital Sciences Corp. (a)	26,500		517,545
Stanley, Inc. (a)	24,693		894,381
			2,342,400
Air Freight & Logistics—0.4%
Pacer International, Inc.	22,000		229,460
Airlines—1.5%
Allegiant Travel Co. (a)	19,600		951,972
Auto Components—1.2%
Drew Industries, Inc. (a)	52,000		624,000
Tenneco, Inc. (a)	46,100		135,995
			759,995
Beverages—1.9%
Hansen Natural Corp. (a)	37,200		1,247,316
Biotechnology—1.7%
Myriad Genetics, Inc. (a)	16,700		1,106,542
Capital Markets—3.0%
Affiliated Managers Group, Inc. (a)	18,900		792,288
optionsXpress Holdings, Inc.	41,300		551,768
Waddell & Reed Financial, Inc. (Class A)	37,800		584,388
			1,928,444
Chemicals—1.4%
FMC Corp.	20,100		899,073
Commercial & Professional Services—1.4%
Mobile Mini, Inc. (a)	62,700		904,134
Communications Equipment—5.9%
Ixia (a)	167,000		965,260
Riverbed Technology, Inc. (a)	78,300		891,837
ViaSat, Inc. (a)	79,600		1,916,768
			3,773,865
Computers & Peripherals—1.2%
Compellent Technologies, Inc. (a)	66,800		649,964
Xyratex, Ltd. (a)	49,300		145,435
			795,399
Diversified Consumer Services—3.6%
Capella Education Co. (a)	5,300		311,428
K12, Inc. (a)	28,000		533,960
Strayer Education, Inc.	3,500		750,435
Universal Technical Institute, Inc. (a)	40,400		693,668
			2,289,491

Security Description	Shares	Value*
Diversified Financial Services—0.9%
MSCI, Inc. (a)	34,000	$	603,840
Electronic Equipment, Instruments & Components—6.9%
Coherent, Inc. (a)	44,000		944,240
FARO Technologies, Inc. (a)	55,000		927,300
FLIR Systems, Inc. (a)	38,000		1,165,840
National Instruments Corp.	14,600		355,656
Trimble Navigation, Ltd. (a)	49,600		1,071,856
			4,464,892
Energy Equipment & Services—2.1%
Dril-Quip, Inc. (a)	26,800		549,668
Helix Energy Solutions Group, Inc. (a)	43,900		317,836
Superior Energy Services, Inc. (a)	30,800		490,644
			1,358,148
Food Products—2.9%
Hain Celestial Group, Inc. (a)	60,700		1,158,763
TreeHouse Foods, Inc. (a)	26,400		719,136
			1,877,899
Health Care Equipment & Supplies—1.9%
American Medical Systems Holdings, Inc. (a)	110,800		996,092
DexCom, Inc. (a)	78,600		216,936
			1,213,028
Health Care Providers & Services—4.6%
MWI Veterinary Supply, Inc. (a)	20,500		552,680
Psychiatric Solutions, Inc. (a)	56,000		1,559,600
VCA Antech, Inc. (a)	44,100		876,708
			2,988,988
Hotels, Restaurants & Leisure—2.5%
Panera Bread Co. (a)	8,200		428,368
Shuffle Master, Inc. (a)	234,600		1,163,616
			1,591,984
Insurance—0.6%
Assured Guaranty, Ltd.	30,800		351,120
Internet & Catalog Retail—0.7%
Gaiam, Inc. (a)	89,600		413,952
Internet Software & Services—2.1%
DealerTrack Holdings, Inc. (a)	52,200		620,658
DivX, Inc. (a)	34,200		178,866
Omniture, Inc. (a)	48,400		514,976
			1,314,500
IT Services—3.9%
Cybersource Corp. (a)	56,500		677,435
Global Payments, Inc.	9,000		295,110
Heartland Payment Systems, Inc.	16,900		295,750

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
IT Services—(Continued)
Sapient Corp. (a)	231,064	$	1,025,924
VeriFone Holdings, Inc. (a)	43,100		211,190
			2,505,409
Life Sciences Tools & Services—2.9%
Parexel International Corp.	61,700		599,107
Sequenom, Inc. (a)	63,059		1,251,091
			1,850,198
Machinery—1.2%
Force Protection, Inc. (a)	128,700		769,626
Media—1.3%
Lions Gate Entertainment Corp. (a)	155,500		855,250
Oil, Gas & Consumable Fuels—4.6%
Bill Barrett Corp. (a)	30,500		644,465
Carrizo Oil & Gas, Inc. (a)	42,100		677,810
Mariner Energy, Inc. (a)	82,700		843,540
McMoRan Exploration Co. (a)	81,600		799,680
			2,965,495
Pharmaceuticals—1.6%
Cadence Pharmaceuticals, Inc. (a)	68,994		498,826
Impax Laboratories, Inc. (a) (b)	35,400		251,765
KV Pharmaceutical Co. (a)	55,900		160,992
Penwest Pharmaceuticals Co. (a)	76,400		119,948
			1,031,531
Professional Services—3.0%
FTI Consulting, Inc. (a)	17,500		781,900
Huron Consulting Group, Inc. (a)	20,500		1,174,035
			1,955,935
Real Estate Investment Trusts—0.5%
FelCor Lodging Trust, Inc.	85,700		157,688
iStar Financial, Inc.	74,300		165,689
			323,377
Semiconductors & Semiconductor Equipment—11.2%
Advanced Analogic Technologies, Inc. (a)	46,400		140,128
Atheros Communications, Inc. (a)	58,900		842,859
FormFactor, Inc. (a)	64,700		944,620
Microsemi Corp. (a)	64,620		816,797
Microtune, Inc. (a)	169,000		344,760
NetLogic Microsystems, Inc. (a)	50,800		1,118,108
Power Integrations, Inc.	61,500		1,222,620
Silicon Laboratories, Inc. (a)	41,000		1,015,980
Varian Semiconductor Equipment Associates, Inc. (a)	42,400		768,288
			7,214,160
Software—8.4%
Ansys, Inc. (a)	35,800		998,462
Bottomline Technologies, Inc. (a)	150,300		1,067,130

Security Description	Shares		Value*
Software—(Continued)
EPIQ Systems, Inc. (a)		38,300	$	639,993
Nuance Communications, Inc. (a)		101,500		1,051,540
Quest Software, Inc. (a)		132,000		1,661,880
				5,419,005
Specialty Retail—0.6%
Tractor Supply Co. (a)		11,100		401,154
Textiles, Apparel & Luxury Goods—2.0%
FGX International Holdings, Ltd. (a)		95,265		1,308,941
Wireless Telecommunication Services—1.8%
SBA Communications Corp. (a)		72,400		1,181,568
Total Common Stock (Identified Cost $89,699,925)				61,188,091
Short Term Investments—4.9%
Security Description	Face Amount/Shares		Value*
Discount Notes—4.9%
Federal Home Loan Bank 0.020%, 01/02/09	$	3,135,000		3,135,000
Mutual Funds—0.0%
State Street Navigator Securities Lending Prime Portfolio (c)		6,656		6,656
Total Short Term Investments (Identified Cost $3,141,656)				3,141,656
Total Investments—99.9% (Identified Cost $92,841,581) (d)				64,329,747
Other assets less liabilities				79,148
Total Net Assets—100%			$	64,408,895

(a) Non-Income Producing.

(b) Security was valued in good faith under procedures established by the Board of Directors.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $96,419,417 and the composition of unrealized appreciation and depreciation of investment securities was $2,237,211 and $(34,326,881), respectively.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	60,942,982	$	0
Level 2 - Other Significant Observable Inputs		3,135,000		0
Level 3 - Significant Unobservable Inputs		251,765		0
Total	$	64,329,747	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments In Securities			Other Financial Instruments
Balance as of January 1, 2008	$	0		$	0
Transfers in (Out) of Level 3		392,940			0
Accrued discounts/premiums		0			0
Realized Gain (Loss)		0			0
Change in unrealized appreciation (depreciation)		(141,175	)		0
Net Purchases (Sales)		0			0
Balance as of December 31, 2008	$	251,765		$	0

MSF-7

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	64,329,747
Cash				1,287,527
Receivable for:
Securities sold				133,282
Fund shares sold				248,847
Accrued interest and dividends				12,802
Total Assets				66,012,205
Liabilities
Payable for:
Securities purchased	$	1,477,688
Fund shares redeemed		31,594
Collateral for securities loaned		6,656
Accrued expenses:
Management fees		45,795
Service and distribution fees		8,783
Other expenses		32,794
Total Liabilities				1,603,310
Net Assets			$	64,408,895
Net assets consists of:
Capital paid in			$	109,474,365
Accumulated net realized losses				(16,553,636	)
Unrealized depreciation on investments				(28,511,834	)
Net Assets			$	64,408,895
Computation of offering price:
Class A
Net asset value and redemption price per share ($17,472,537 divided by 3,077,456 shares outstanding)			$	5.68
Class B
Net asset value and redemption price per share ($41,041,132 divided by 7,384,623 shares outstanding)			$	5.56
Class E
Net asset value and redemption price per share ($5,895,226 divided by 1,050,147 shares outstanding)			$	5.61
(a) Identified cost of investments			$	92,841,581
(b) Includes cash collateral for securities  loaned of			$	6,656

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	349,009
Interest					460,372	(a)
					809,381
Expenses
Management fees	$	1,025,579
Service and distribution fees—Class B		135,638
Service and distribution fees—Class E		13,329
Directors’ fees and expenses		31,907
Custodian		32,006
Audit and tax services		36,941
Legal		1,831
Printing		37,885
Insurance		1,817
Miscellaneous		10,720
Total expenses		1,327,653
Expense reductions		(6,539	)		1,321,114
Net Investment Loss					(511,733	)
Realized and Unrealized Loss
Realized loss on:
Investments—net					(16,414,620	)
Change in unrealized depreciation on:
Investments—net					(35,087,043	)
Net loss					(51,501,663	)
Net Decrease in Net Assets From Operations				$	(52,013,396	)

(a) Includes income on securities loaned of $399,219.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment loss	$	(511,733	)	$	(731,560	)
Net realized gain (loss)		(16,414,620	)		14,137,156
Unrealized depreciation		(35,087,043	)		(6,937,321	)
Increase (decrease) in net assets from operations		(52,013,396	)		6,468,275
From Distributions to Shareholders
Net realized gain
Class A		(6,691,563	)		(5,293,797	)
Class B		(5,721,495	)		(4,633,068	)
Class E		(955,207	)		(1,001,053	)
		(13,368,265	)		(10,927,918	)
Tax return of capital
Class A		(15,093	)		0
Class B		(12,905	)		0
Class E		(2,155	)		0
		(30,153	)		0
Total distributions		(13,398,418	)		(10,927,918	)
Increase (decrease) in net assets from capital share transactions		(28,453,118	)		22,309,401
Net increase (decrease) in net assets		(93,864,932	)		17,849,758
Net Assets
Beginning of the period		158,273,827			140,424,069
End of the period	$	64,408,895		$	158,273,827
Undistributed Net Investment Income (Loss)
End of the period	$	—		$	80,296

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	1,351,423		$	11,485,843		3,263,897		$	36,568,942
Reinvestments	791,813			6,706,656		482,131			5,293,797
Redemptions	(6,374,207	)		(52,548,377	)	(1,330,391	)		(14,836,222	)
Net increase (decrease)	(4,230,971	)	$	(34,355,878	)	2,415,637		$	27,026,517
Class B
Sales	1,618,617		$	12,117,806		1,530,985		$	16,749,341
Reinvestments	690,892			5,734,400		428,591			4,633,068
Redemptions	(1,356,426	)		(10,635,792	)	(2,318,672	)		(25,544,811	)
Net increase (decrease)	953,083		$	7,216,414		(359,096	)	$	(4,162,402	)
Class E
Sales	69,302		$	499,063		192,468		$	2,141,471
Reinvestments	114,244			957,362		91,924			1,001,053
Redemptions	(339,372	)		(2,770,079	)	(334,403	)		(3,697,238	)
Net decrease	(155,826	)	$	(1,313,654	)	(50,011	)	$	(554,714	)
Increase (decrease) derived from capital share transactions			$	(28,453,118	)			$	22,309,401

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	10.68		$	10.94		$	10.43		$	10.35		$	9.29
Income From Investment Operations
Net investment loss		(0.03	)(a)		(0.04	)(a)		(0.05	)		(0.05	)		(0.08	)
Net realized and unrealized gain (loss) of investments		(4.08	)		0.57			1.11			0.48			1.14
Total from investment operations		(4.11	)		0.53			1.06			0.43			1.06
Less Distributions
Distributions from net realized capital gains		(0.89	)(d)		(0.79	)		(0.55	)		(0.35	)		0.00
Total distributions		(0.89	)		(0.79	)		(0.55	)		(0.35	)		0.00
Net Asset Value, End of Period	$	5.68		$	10.68		$	10.94		$	10.43		$	10.35
Total Return (%)		(41.2	)		4.5			10.0			4.7			11.4
Ratio of operating expenses to average net assets before expense reductions (%)		1.03			1.01			1.09			1.13			1.15
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.03			1.01			1.07			1.11			1.15
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		N/A			N/A			1.09			1.13			1.15
Ratio of net investment loss to average net assets (%)		(0.31	)		(0.33	)		(0.45	)		(0.52	)		(0.80	)
Portfolio turnover rate (%)		68			60			68			52			50
Net assets, end of period (000)	$	17,473		$	78,029		$	53,521		$	33,042		$	31,892

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	10.49		$	10.79		$	10.32		$	10.27		$	9.24
Income From Investment Operations
Net investment loss		(0.05	)(a)		(0.07	)(a)		(0.08	)		(0.05	)		(0.08	)
Net realized and unrealized gain (loss) of investments		(3.99	)		0.56			1.10			0.45			1.11
Total from investment operations		(4.04	)		0.49			1.02			0.40			1.03
Less Distributions
Distributions from net realized capital gains		(0.89	)(d)		(0.79	)		(0.55	)		(0.35	)		0.00
Total distributions		(0.89	)		(0.79	)		(0.55	)		(0.35	)		0.00
Net Asset Value, End of Period	$	5.56		$	10.49		$	10.79		$	10.32		$	10.27
Total Return (%)		(41.3	)		4.3			9.7			4.4			11.1
Ratio of operating expenses to average net assets before expense reductions (%)		1.28			1.26			1.34			1.38			1.40
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.28			1.26			1.32			1.36			1.40
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		N/A			N/A			1.34			1.38			1.40
Ratio of net investment loss to average net assets (%)		(0.58	)		(0.59	)		(0.72	)		(0.73	)		(1.05	)
Portfolio turnover rate (%)		68			60			68			52			50
Net assets, end of period (000)	$	41,041		$	67,487		$	73,262		$	61,746		$	34,664

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	10.58		$	10.86		$	10.37		$	10.31		$	9.27
Income From Investment Operations
Net investment loss		(0.04	)(a)		(0.05	)(a)		(0.07	)		(0.07	)		(0.09	)
Net realized and unrealized gain (loss) of investments		(4.04	)		0.56			1.11			0.48			1.13
Total from investment operations		(4.08	)		0.51			1.04			0.41			1.04
Less Distributions
Distributions from net realized capital gains		(0.89	)(d)		(0.79	)		(0.55	)		(0.35	)		0.00
Total distributions		(0.89	)		(0.79	)		(0.55	)		(0.35	)		0.00
Net Asset Value, End of Period	$	5.61		$	10.58		$	10.86		$	10.37		$	10.31
Total Return (%)		(41.3	)		4.5			9.9			4.5			11.2
Ratio of operating expenses to average net assets before expense reductions (%)		1.18			1.16			1.24			1.28			1.30
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.18			1.16			1.22			1.26			1.30
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		N/A			N/A			1.24			1.28			1.30
Ratio of net investment loss to average net assets (%)		(0.48	)		(0.50	)		(0.62	)		(0.67	)		(0.95	)
Portfolio turnover rate (%)		68			60			68			52			50
Net assets, end of period (000)	$	5,895		$	12,758		$	13,641		$	14,051		$	14,545

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) The Portfolio had previously entered into a contractual agreement to limit Portfolio expenses. This agreement expired in 2006.

(d) Includes tax return of capital distribution that was less than $(0.01).

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth) (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-12

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign

MSF-13

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Notes to Financial Statements—December 31, 2008—(Continued)

withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of

MSF-14

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Notes to Financial Statements—December 31, 2008—(Continued)

its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $11,523,447 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	1,957,737	$	2,576,163	$	11,410,528	$	8,351,755	$	30,153	$	—	$	13,398,418	$	10,927,918

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	—	$	—	$	(32,089,670	)	$	(11,523,447	)	$	(43,613,117	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(1,452,353	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	76,779,781	$	0	$	119,726,297

MSF-15

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$1,025,579	0.900%	Of the first $500 million
	0.850%	On amounts in excess of $500 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Franklin Advisors, Inc. was compensated by MetLife Advisers to provide subadvisory services for the Portfolio during the year ended December 31, 2008.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may

MSF-16

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Notes to Financial Statements—December 31, 2008—(Continued)

default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. SUBSEQUENT EVENTS:

On November 7, 2008, the Board of Directors of the Fund approved a new Subadvisory Agreement (the “Agreement”) with respect to the Portfolio between MetLife Advisers and Loomis, Sayles & Company, L.P. (“Loomis Sayles”). The Agreement is not subject to shareholder approval and became effective January 5, 2009. The Advisory Agreement between the Fund, with respect to the Portfolio, and MetLife Advisers will remain in effect and fees payable thereunder to MetLife Advisers will not change. MetLife Advisers has voluntarily agreed, for the period January 5, 2009 through April 30, 2009, to reduce its advisory fee to the effective annual rate of 0.85% for the first $100 million of the Portfolio’s average daily net assets and to the effective annual rate of 0.80% for amounts over $100 million. Under the Agreement, Loomis Sayles became subadviser to the Portfolio, succeeding Franklin Advisers, Inc., and became responsible for the day-to-day management of the Portfolio’s investment operations under the oversight of MetLife Advisers and the Board. The name of the Franklin Templeton Small Cap Growth Portfolio changed to the “Loomis Sayles Small Cap Growth Portfolio” at the time the Agreement took effect.

8. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Loomis Sayles Small Cap Growth Portfolio (formerly, Franklin Templeton Small Cap Growth Portfolio) (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Loomis Sayles Small Cap Growth Fund of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Growth Portfolio (formerly Franklin Templeton Small Cap Growth Portfolio)

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

Certain Matters Relating to Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio) (the “Small Cap Growth Portfolio”). At the November 6-7, 2008 Board meeting, the Board approved a change of subadviser for the Small Cap Growth Portfolio from Franklin Advisers, Inc. (“Franklin Advisers”) to Loomis, Sayles & Company, L.P. (“Loomis Sayles”).

In making the determination to approve the change in subadviser for the Small Cap Growth Portfolio, the Board carefully considered those factors described above with respect to the continuation of the Continued Agreements, as relevant to both the existing Subadvisory Agreement with Franklin Advisers and the proposed Subadvisory Agreement with Loomis Sayles. In addition to these factors, the Board also considered as relevant:

• the experience, investment style and investment performance history of Loomis Sayles as portfolio manager;

• that the terms of the proposed Subadvisory Agreement with Loomis Sayles was substantially similar to the Small Cap Growth Portfolio’s existing Subadvisory Agreement with Franklin Advisers;

• that the subadvisory fee schedule for Loomis Sayles set forth in the proposed Subadvisory Agreement was lower than the fee schedule in the existing Subadvisory Agreement and that MetLife Advisers had agreed to waive a portion of its advisory fee in light of the lower subadvisory fee schedule.

• the expected transition costs of the change of subadviser; and

• that the preferred date of the change of subadviser was January 5, 2009 and the desirability, in order to facilitate an orderly transition of subadvising functions, of extending the existing Subadvisory Agreement with Franklin Advisers from its scheduled expiration date of December 31, 2008 until January 5, 2009.

Following such consideration, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, unanimously voted to approve the continuation of the existing Subadvisory Agreement relating to the Small Cap Growth Portfolio through January 5, 2009 and to approve the proposed Subadvisory Agreement relating to such Portfolio with Loomis Sayles, effective January 5, 2009 through January 4, 2011.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. Harris Oakmark Focused Value Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Managed by Harris Associates, L.P.

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Harris Oakmark Focused Value Portfolio returned -46.0%, compared to its benchmark, the Russell Midcap Index¹, which returned -41.5%. The average return of its peer group, the Lipper Variable Insurance Products² Mid-Cap Value Funds Universe, was -38.7% over the same period.

PORTFOLIO REVIEW

The extraordinary market volatility throughout the year greatly impacted stocks across the board in the Portfolio. We now know the recession started over a year ago. Every statistic released in recent months confirms significant economic weakness, and the reported GDP decline of this cycle may surpass that of every economic downturn since the Great Depression. Stock selection in the industrials, energy, and materials sectors had the most positive impact on performance for the year relative to both the Russell Midcap Value and Russell Midcap indices. However, performance was pulled back primarily by financial holdings. Health care holdings also weighed on relative results for the year.

As of December 31, 2008, the Portfolio held 25 securities across a variety of industries. During the year, there were a number of changes to the composition of the Portfolio. We initiated positions in Advance Auto Parts, CarMax, Cintas, Dr. Pepper Snapple Group, Franklin Resources, ITT Corporation, Legg Mason, National Oilwell Varco, Snap-on, Starwood Hotels & Resorts, Waters Corporation, and XTO Energy. We eliminated our positions in Cablevision Systems, International Rectifier, International Flavors and Fragrances, Liberty Capital, Liberty Interactive, McDonald’s, MDS, Micron Technology, Sovereign Bancorp, Tenet Healthcare, Timerberland, Time Warner, and Virgin Media during the period.

Franklin Resources, XTO Energy, and National Oilwell Varco—all new to the Portfolio—had the most positive impact on performance during the period. Franklin Resources has weathered the storm better than its asset management peers thanks in part to a significant percentage of assets under management in fixed income investments. Despite tough conditions for asset managers the company should, in our view, maintain stability due to a large net cash position and improved performance at its Templeton and Mutual Series Fund groups.

XTO’s stock performed well after being added to the Portfolio in the fourth quarter, even with continued declines in spot oil and gas prices. The company recently projected 2009 production growth of 18% and announced it has hedged over 90% of 2009 production and over 40% of 2010 production. With these hedges and a reduced capital spending budget, we believe that XTO should generate free cash flow of $2 billion next year, which can be used to pay down debt.

National Oilwell Varco was added during the fourth quarter following the stock’s significant price decline. The company’s industry leading technology will allow it to benefit from any increase in rig construction, drilling activity, and shale exploration.

Merrill Lynch, National Semiconductor, and Legg Mason had the most negative impact on performance during the period. Merrill Lynch’s shares were down most of the year and continued to suffer ahead of its acquisition by Bank of America at year-end. Upon completion of this transaction our Merrill shares will be exchanged for shares of the bank. We believe that Bank of America was attractively valued with a very strong balance sheet and we elected to retain those shares in the Portfolio.

National Semiconductor’s shares were down during the last half of the year as the company reported weak sales and earnings. The global economic downturn has significantly decreased demand for electronic equipment, and the company’s capacity utilization could fall near 40% in 2009. In spite of these macroeconomic factors, we are confident in management’s ability to continue shifting the business to high margin products, and we find the stock quite attractive at this discounted level.

Legg Mason’s stock price also dropped significantly starting mid-year as the firm has had a challenging time due to declining assets under management, poor investment performance and losses from its exposure to Structured Investment Vehicles (SIVs). Legg Mason has made progress in reducing its SIV exposure and has improved performance and client communication at its asset management subsidiaries.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell Midcap^® Index is an unmanaged measure of performance of the 800 smallest companies in the Russell 1000 Index.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

A $10,000 INVESTMENT COMPARED TO THE RUSSELL MIDCAP INDEX

Average Annual Returns as of December 31, 2008

	Harris Oakmark Focused Value Portfolio						Russell MidCap Index
	Class A		Class B		Class E
1 Year	-46.0	%	-46.1	%	-46.1	%	-41.5	%
5 Year	-7.3		-7.6		-7.5		-0.7
10 Year	2.5		—		—		3.2
Since Inception	—		-0.8		-1.1		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 4/30/93, 2/20/01 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Intel Corp.	7.4%
Robert Half International, Inc.	6.6%
Teradata Corp.	5.2%
Legg Mason, Inc.	4.9%
National Semiconductor Corp.	4.6%
Tiffany & Co.	4.4%
Starwood Hotels & Resorts Worldwide, Inc.	4.4%
Advance Auto Parts, Inc.	4.3%
Dr. Pepper Snapple Group, Inc.	4.2%
Avon Products, Inc.	4.2%

Top Sectors

	% of Equity Market Value
Consumer Discretionary	23.4%
Financials	20.5%
Information Technology	19.9%
Industrials	13.2%
Health Care	9.9%
Consumer Staples	9.0%
Energy	4.1%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Harris Oakmark Focused Value—Class A(a)	Actual	0.77	%	$	1,000.00	$	634.43	$	3.16
	Hypothetical	0.77	%	$	1,000.00	$	1,021.22	$	3.91
Harris Oakmark Focused Value—Class B(a)	Actual	1.02	%	$	1,000.00	$	633.68	$	4.19
	Hypothetical	1.02	%	$	1,000.00	$	1,019.95	$	5.18
Harris Oakmark Focused Value—Class E(a)	Actual	0.92	%	$	1,000.00	$	634.00	$	3.78
	Hypothetical	0.92	%	$	1,000.00	$	1,020.46	$	4.67

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—94.3% of Total Net Assets

Security Description	Shares	Value*
Beverages—4.2%
Dr. Pepper Snapple Group, Inc. (a)	2,219,600	$	36,068,500
Capital Markets—15.1%
Franklin Resources, Inc.	500,000		31,890,000
Legg Mason, Inc. (b)	1,900,000		41,629,000
Merrill Lynch & Co., Inc.	2,600,000		30,264,000
Morgan Stanley	1,600,000		25,664,000
			129,447,000
Commercial & Professional Services—1.7%
Cintas Corp.	620,100		14,404,923
Computers & Peripherals—6.8%
Dell, Inc. (a)	1,293,326		13,243,658
Teradata Corp. (a)	3,000,000		44,490,000
			57,733,658
Consumer Finance—4.2%
Discover Financial Services	3,762,401		35,855,682
Energy Equipment & Services—1.9%
National Oilwell Varco, Inc. (a)	650,000		15,886,000
Health Care Equipment & Supplies—3.4%
Hospira, Inc. (a)	1,100,000		29,502,000
Hotels, Restaurants & Leisure—7.7%
Starwood Hotels & Resorts Worldwide, Inc. (b)	2,100,000		37,590,000
Yum! Brands, Inc.	900,000		28,350,000
			65,940,000
Household Durables—3.4%
Snap-on, Inc.	731,300		28,798,594
Life Sciences Tools & Services—5.8%
PerkinElmer, Inc.	2,581,855		35,913,603
Waters Corp. (a)	382,200		14,007,630
			49,921,233
Machinery—4.2%
ITT Corp.	780,000		35,872,200
Oil, Gas & Consumable Fuels—2.0%
XTO Energy, Inc.	494,400		17,437,488
Personal Products—4.2%
Avon Products, Inc.	1,500,000		36,045,000
Professional Services—6.6%
Robert Half International, Inc. (b)	2,700,000		56,214,000

Security Description	Shares		Value*
Semiconductors & Semiconductor Equipment—12.0%
Intel Corp. (b)		4,300,000	$	63,038,000
National Semiconductor Corp.		3,900,000		39,273,000
				102,311,000
Specialty Retail—11.1%
Advance Auto Parts, Inc.		1,100,000		37,015,000
Carmax, Inc. (a) (b)		2,523,900		19,888,332
Tiffany & Co. (b)		1,600,000		37,808,000
				94,711,332
Total Common Stock (Identified Cost $1,288,377,002)				806,148,610
Short Term Investments—14.7%
Security Description	Shares/Face Amount		Value*
Mutual Funds—9.7%
State Street Navigator Securities Lending Prime Portfolio (c)		82,698,343		82,698,343
Repurchase Agreement—5.0%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $42,712,024 on 01/02/09, collateralized by $43,080,000 Federal Home Loan Bank at 2.730% due 06/10/09 with a value of $43,566,804.	$	42,712,000		42,712,000
Total Short Term Investments (Identified Cost $125,410,343)				125,410,343
Total Investments—109.0% (Identified Cost $1,413,787,345) (d)				931,558,953
Liabilities in excess of other assets				(76,845,544	)
Total Net Assets—100%			$	854,713,409

(a) Non-Income Producing.

(b) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $82,907,111 and the collateral received consisted of cash in the amount of $82,698,343. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,416,445,910 and the composition of unrealized appreciation and depreciation of investment securities was $24,832,902 and $(509,719,859), respectively.

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	888,846,953	$	0
Level 2 - Other Significant Observable Inputs		42,712,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	931,558,953	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-6

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	931,558,953
Cash				131
Receivable for:
Securities sold				1,667,344
Fund shares sold				4,427,771
Accrued interest and dividends				3,565,579
Total Assets				941,219,778
Liabilities
Payable for:
Securities purchased	$	3,038,565
Fund shares redeemed		248,701
Collateral for securities loaned		82,698,343
Accrued expenses:
Management fees		411,026
Service and distribution fees		64,804
Deferred directors’ fees		10,705
Other expenses		34,225
Total Liabilities				86,506,369
Net Assets			$	854,713,409
Net assets consists of:
Capital paid in			$	1,606,274,777
Undistributed net investment income				9,703,696
Accumulated net realized losses				(279,036,672	)
Unrealized depreciation on investments				(482,228,392	)
Net Assets			$	854,713,409
Computation of offering price:
Class A
Net asset value and redemption price per share ($493,389,738 divided by 4,656,940 shares outstanding)			$	105.95
Class B
Net asset value and redemption price per share ($261,948,059 divided by 2,535,824 shares outstanding)			$	103.30
Class E
Net asset value and redemption price per share ($99,375,612 divided by 950,519 shares outstanding)			$	104.55
(a) Identified cost of investments			$	1,413,787,345
(b) Includes cash collateral for securities  loaned of			$	82,698,343

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	19,639,322
Interest					2,204,558	(a)
					21,843,880
Expenses
Management fees	$	10,228,259
Service and distribution fees—Class B		1,023,634
Service and distribution fees—Class E		236,343
Directors’ fees and expenses		22,787
Custodian		102,738
Audit and tax services		36,941
Legal		23,418
Printing		293,938
Insurance		22,007
Miscellaneous		27,837
Total expenses		12,017,902
Management fee waivers		(3,853	)		12,014,049
Net Investment Income					9,829,831
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(280,925,905	)
Futures contracts—net		1,889,233
Foreign currency transactions—net		2,124			(279,034,548	)
Change in unrealized depreciation on:
Investments—net					(474,093,714	)
Net loss					(753,128,262	)
Net Decrease in Net Assets From Operations				$	(743,298,431	)

(a) Includes income on securities loaned of $1,374,286.

See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	9,829,831		$	4,409,984
Net realized gain (loss)		(279,034,548	)		187,656,215
Change in unrealized depreciation		(474,093,714	)		(339,762,441	)
Decrease in net assets from operations		(743,298,431	)		(147,696,242	)
From Distributions to Shareholders
Net investment income
Class A		(3,843,469	)		(6,924,948	)
Class B		(163,747	)		(2,104,620	)
Class E		(283,999	)		(1,101,719	)
		(4,291,215	)		(10,131,287	)
Net realized gain
Class A		(118,433,659	)		(152,693,942	)
Class B		(49,938,152	)		(81,495,708	)
Class E		(19,246,959	)		(32,760,337	)
		(187,618,770	)		(266,949,987	)
Total distributions		(191,909,985	)		(277,081,274	)
Increase (decrease) in net assets from capital share transactions		(226,948,280	)		271,078,146
Net decrease in net assets		(1,162,156,696	)		(153,699,370	)
Net Assets
Beginning of the period		2,016,870,105			2,170,569,475
End of the period	$	854,713,409		$	2,016,870,105
Undistributed Net Investment Income
End of the period	$	9,703,696		$	4,251,884

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	1,066,502		$	164,423,922		1,469,045		$	360,559,728
Reinvestments	677,023			122,277,128		658,195			159,618,890
Redemptions	(2,779,087	)		(497,467,176	)	(1,004,853	)		(251,059,673	)
Net increase (decrease)	(1,035,562	)	$	(210,766,126	)	1,122,387		$	269,118,945
Class B
Sales	245,342		$	36,268,149		353,452		$	86,105,779
Reinvestments	284,041			50,101,899		352,283			83,600,328
Redemptions	(558,388	)		(92,348,517	)	(663,348	)		(160,295,991	)
Net increase (decrease)	(29,005	)	$	(5,978,469	)	42,387		$	9,410,116
Class E
Sales	89,986		$	11,844,253		78,053		$	18,644,557
Reinvestments	109,478			19,530,958		141,221			33,862,056
Redemptions	(254,653	)		(41,578,896	)	(245,487	)		(59,957,528	)
Net decrease	(55,189	)	$	(10,203,685	)	(26,213	)	$	(7,450,915	)
Increase (decrease) derived from capital share transactions			$	(226,948,280	)			$	271,078,146

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	219.43		$	269.23		$	265.37		$	243.86		$	224.26
Income From Investment Operations
Net investment income		1.29	(a)		0.73	(a)		1.41			0.78			0.23
Net realized and unrealized gain (loss) of investments		(93.36	)		(15.83	)		28.89			23.48			21.85
Total from investment operations		(92.07	)		(15.10	)		30.30			24.26			22.08
Less Distributions
Distributions from net investment income		(0.67	)		(1.51	)		(0.83	)		(0.11	)		(0.10	)
Distributions from net realized capital gains		(20.74	)		(33.19	)		(25.61	)		(2.64	)		(2.38	)
Total distributions		(21.41	)		(34.70	)		(26.44	)		(2.75	)		(2.48	)
Net Asset Value, End of Period	$	105.95		$	219.43		$	269.23		$	265.37		$	243.86
Total Return (%)		(46.0	)		(6.8	)		12.5			10.0			9.9
Ratio of operating expenses to average net assets before expense reductions (%)		0.78			0.75			0.78			0.77			0.78
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			0.75			0.78			0.77			0.78
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.78			0.76			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		0.77			0.30			0.60			0.35			0.15
Portfolio turnover rate (%)		58			68			50			25			16
Net assets, end of period (000)	$	493,390		$	1,249,122		$	1,230,429		$	1,024,615		$	809,906

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	214.35		$	263.76		$	260.34		$	239.96		$	221.17
Income From Investment Operations
Net investment income (loss)		0.92	(a)		0.10	(a)		0.91			0.22			(0.24	)
Net realized and unrealized gain (loss) of investments		(91.16	)		(15.46	)		28.36			22.80			21.41
Total from investment operations		(90.24	)		(15.36	)		29.27			23.02			21.17
Less Distributions
Distributions from net investment income		(0.07	)		(0.86	)		(0.24	)		0.00			0.00
Distributions from net realized capital gains		(20.74	)		(33.19	)		(25.61	)		(2.64	)		(2.38	)
Total distributions		(20.81	)		(34.05	)		(25.85	)		(2.64	)		(2.38	)
Net Asset Value, End of Period	$	103.30		$	214.35		$	263.76		$	260.34		$	239.96
Total Return (%)		(46.1	)		(7.1	)		12.2			9.7			9.7
Ratio of operating expenses to average net assets before expense reductions (%)		1.03			1.00			1.03			1.02			1.03
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			1.00			1.03			1.02			1.03
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		1.03			1.01			N/A			N/A			N/A
Ratio of net investment income (loss) to average net assets (%)		0.57			0.04			0.35			0.10			(0.09	)
Portfolio turnover rate (%)		58			68			50			25			16
Net assets, end of period (000)	$	261,948		$	549,779		$	665,313		$	613,215		$	578,991

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	216.73		$	266.33		$	262.59		$	241.77		$	222.60
Income From Investment Operations
Net investment income		1.07	(a)		0.34	(a)		1.21			0.49			0.04
Net realized and unrealized gain (loss) of investments		(92.21	)		(15.63	)		28.59			22.97			21.51
Total from investment operations		(91.14	)		(15.29	)		29.80			23.46			21.55
Less Distributions
Distributions from net investment income		(0.30	)		(1.12	)		(0.45	)		0.00			0.00
Distributions from net realized capital gains		(20.74	)		(33.19	)		(25.61	)		(2.64	)		(2.38	)
Total distributions		(21.04	)		(34.31	)		(26.06	)		(2.64	)		(2.38	)
Net Asset Value, End of Period	$	104.55		$	216.73		$	266.33		$	262.59		$	241.77
Total Return (%)		(46.1	)		(7.0	)		12.3			9.8			9.8
Ratio of operating expenses to average net assets before expense reductions (%)		0.93			0.90			0.93			0.92			0.93
Ratio of operating expenses to average net assets after expense reductions (%) (b)		N/A			0.90			0.93			0.92			0.93
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.93			0.91			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		0.66			0.14			0.44			0.19			0.00
Portfolio turnover rate (%)		58			68			50			25			16
Net assets, end of period (000)	$	99,376		$	217,969		$	274,828		$	290,264		$	280,856

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Harris Oakmark Focused Value Portfolio (the “Portfolio”) is a non-diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-11

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

MSF-12

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken

MSF-13

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $202,228,604 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$57,371,161	$	10,227,819	$	134,538,824	$	266,853,455	$	—	$	—	$	191,909,985	$	277,081,274

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$9,716,064	$	—	$	(484,886,957	)	$	(202,228,604	)	$	(677,399,497	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(74,149,503	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	771,110,088	$	0	$	1,085,587,139

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$10,228,259	0.750%	Of the first $1 billion
	0.700%	Of the next $1.5 billion
	0.675%	Of the next $2.5 billion
	0.650%	On amounts in excess of $5 billion

MSF-14

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

Management Fee Waivers:

Effective January 1, 2007 to January 6, 2008, a new subadvisory fee schedule was adopted for the Portfolio, under which the subadvisory fee for the Portfolio was calculated based on the combined average daily net assets for the Portfolio and the Harris Oakmark Large Cap Value Portfolio (collectively, the “Harris Portfolios”). In connection with this change in the subadvisory fee schedule, MetLife Advisers has agreed, pursuant to an expense agreement effective January 1, 2007 to January 6, 2008, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio by the following amount: the difference between (i) the subadvisory fee that MetLife Advisers actually pays Harris Associates, L.P. with respect to such class of the Portfolio; and (ii) the subadvisory fee that MetLife Advisers would pay Harris Associates, L.P. with respect to such class of the Portfolio after applying the new subadvisory fee schedule for the Portfolio that took effect January 1, 2007 but without combining the assets of the Harris Portfolios for purposes of calculating such fee. This combined subadvisory fee schedule and corresponding fee waiver was discontinued effective January 7, 2008.

Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of

MSF-15

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. SUBSEQUENT EVENTS:

On January 27, 2009, the Board of Directors of the Fund determined that is was appropriate to solicit shareholders of the Portfolio regarding the approval of a new subadvisory agreement (the “New Subadvisory Agreement”) with respect to the Portfolio between MetLife Advisers and Artisan Partners Limited Partnership, and an amended and restated advisory agreement (the “Amended Advisory Agreement”, and together with the New Subadvisory Agreement, the “Agreements”) between the Fund, on behalf of the Portfolio, and MetLife Advisers. On or about April 30, 2009, the shareholders of the Portfolio will consider the approval of the Agreements. If approved by shareholders, the Agreements will go into effect on or about May 1, 2009.

8. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-16

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Harris Oakmark Focused Value Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Harris Oakmark Focused Value Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-19

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-20

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-21

Metropolitan Series Fund, Inc.

Harris Oakmark Focused Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-22

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-23

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. Jennison Growth Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Managed by Jennison Associates, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Jennison Growth Portfolio returned -36.4%, compared to its benchmark, the Russell 1000 Growth Index¹, which returned -38.4%. The average return of its peer group, the Lipper Variable Insurance Products² Large-Cap Growth Funds Universe, was -41.7% over the same period.

PORTFOLIO REVIEW

The fiscal year ended December 31, 2008, was a difficult time for virtually all equity styles and sectors. Problems in the subprime mortgage market spread throughout the financial system, creating a full-blown liquidity/credit crisis that roiled global markets. The third quarter of the year proved exceptionally tumultuous, culminating in an alarming series of events: the US government’s providing of credit assistance to Fannie Mae, Freddie Mac, and AIG; the failure of Lehman Brothers; the distressed sales of the commercial banking franchises of Washington Mutual and Wachovia; Bank of America’s acquisition of Merrill Lynch; and the conversion of investment banks, Goldman Sachs and Morgan Stanley, to commercial banks.

With an unprecedented level of coordination and cooperation, the U.S. Treasury Department and the Federal Reserve presided over efforts to resuscitate credit markets and stabilize the financial system, culminating in the creation of the $700 billion Troubled Asset Relief Program (TARP). Toward the end of the year, financial market liquidity conditions showed some improvement from the panicked conditions of the fall, but this did little to rekindle either borrowers’ demand for funds or lenders’ willingness to lend.

The ongoing correction in the housing market, debt deflation, rising unemployment, and sluggish production and consumption patterns increasingly pointed to the most severe recession in recent history, as the effects of the credit crisis worked through the real economy. Inflation worries dissipated, as commodity prices fell sharply. Crude oil closed the year at just under $45 per barrel, leading to a five-year low in U.S. gasoline prices. In an effort to stimulate growth, the Federal Open Market Committee lowered the fed funds rate over the year, from 4.25% to a record low 0.25%.

Corporations across the globe offered cautious outlooks for 2009. Significant cost-savings plans were announced, including both workforce reductions and capital-expenditure cuts. Completing the worst year since 1937, stock markets fell along with corporate bond prices, reflecting the difficult outlook and expectations of reduced solvency.

Growth stocks, as reflected by the Russell 1000 Growth benchmark’s 38.4% decline, underperformed the S&P 500, which fell 37.0%. Returns were negative in every sector of both indices, with declines in the growth benchmark exceeding 40% in financials, energy, materials, utilities, information technology, and telecommunication services. Losses in consumer staples, although substantial, were comparatively modest.

The Portfolio is built from the bottom up, with stocks selected one at a time, based on fundamental analysis of individual companies. An overweight position and stock selection in the health care sector contributed to positive relative performance, as Genentech, Gilead Sciences, and Roche posted gains. Genentech’s best-selling drug Avastin was approved by the Food and Drug Administration to treat breast cancer. Shares of the biotechnology leader got an additional boost when its majority shareholder, Roche, offered to acquire the remaining interest in the company it doesn’t already own at a premium to the prevailing market price. Biopharmaceutical company Gilead’s strong franchise in AIDS therapeutics and its Tamiflu royalty stream are funding the development of early pipeline products.

Security selection also contributed positively to relative return in materials, financials, and consumer discretionary.

Security selection detracted from return in the information technology sector, where Google, Apple, and Research in Motion declined. Google fell on worries that a slowing economy would curtail spending on online advertising. Apple came under pressure on signs that personal computer sales are slowing and on concerns that the market’s upper-end, which Apple’s Mac franchise dominates, is not immune. Research in Motion’s sales growth remained robust, but declining margins reflected increased concessions to carriers, start-up costs associated with new phone models, currency exchange headwinds, and higher component costs.

Stock-picking was also detrimental in industrials, where ABB and McDermott International fell. ABB, which provides power and automation technologies, had been benefiting from booming global end markets, technology-derived product differentiation, and leading market share. However, the financial crisis and global slowdown raised concerns that significant infrastructure investments would be curtailed and that falling commodity prices would weaken ABB’s pricing power. Global engineering and construction company McDermott International fell on weak oil and gas drilling results. We eliminated our positions in both companies in October.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 1000^® Growth Index is an unmanaged measure of performance of the largest capitalized U.S. companies, within the Russell 1000 companies, that have higher price-to-book ratios and forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

A $10,000 INVESTMENT COMPARED TO THE

RUSSELL 1000 GROWTH INDEX

Average Annual Returns as of December 31, 2008

	Jennison Growth Portfolio						Russell 1000 Growth Index
	Class A		Class B		Class E
1 Year	-36.4	%	-36.5	%	-36.6	%	-38.4	%
5 Year	-1.9		-2.2		—		-3.4
Since Inception	-1.4		-1.7		-3.3		-1.9

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable

annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 5/1/02, 5/1/02 and 4/27/05, respectively. Index since inception return is based on the Class A inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Gilead Sciences, Inc.	6.6%
Google, Inc. (Class A)	4.3%
Genentech, Inc.	4.2%
Wal-Mart Stores, Inc.	3.8%
Abbott Laboratories	3.6%
QUALCOMM, Inc.	3.6%
Cisco Systems, Inc.	3.3%
Baxter International, Inc.	3.3%
Colgate-Palmolive Co.	3.2%
Hewlett-Packard Co.	3.0%

Top Sectors

	% of Equity Market Value
Health Care	35.3%
Information Technology	27.7%
Consumer Staples	16.1%
Consumer Discretionary	6.8%
Energy	4.9%
Industrials	3.7%
Financials	3.0%
Materials	2.5%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Jennison Growth—Class A	Actual	0.68	%	$	1,000.00	$	694.84	$	2.90
	Hypothetical	0.68	%	$	1,000.00	$	1,021.68	$	3.46
Jennison Growth—Class B	Actual	0.93	%	$	1,000.00	$	694.10	$	3.96
	Hypothetical	0.93	%	$	1,000.00	$	1,020.41	$	4.72
Jennison Growth—Class E	Actual	0.83	%	$	1,000.00	$	694.02	$	3.53
	Hypothetical	0.83	%	$	1,000.00	$	1,020.91	$	4.22

* Expenses paid are equal to the Portfolio's annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—97.1% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—3.2%
Lockheed Martin Corp.	178,900	$	15,041,912
Raytheon Co.	272,300		13,898,192
			28,940,104
Beverages—3.8%
PepsiCo, Inc.	328,600		17,997,422
The Coca-Cola Co.	353,500		16,002,945
			34,000,367
Biotechnology—13.8%
Celgene Corp. (a)	382,300		21,133,544
Genentech, Inc. (a)	460,900		38,213,219
Genzyme Corp. (a)	92,700		6,152,499
Gilead Sciences, Inc. (a) (b)	1,160,000		59,322,400
			124,821,662
Capital Markets—3.0%
Lazard, Ltd.	26,750		795,545
The Charles Schwab Corp. (b)	1,273,000		20,584,410
The Goldman Sachs Group, Inc.	64,400		5,434,716
			26,814,671
Chemicals—2.4%
Monsanto Co.	310,300		21,829,605
Communications Equipment—8.7%
Cisco Systems, Inc. (a)	1,829,800		29,825,740
QUALCOMM, Inc.	898,000		32,175,340
Research In Motion, Ltd. (a)	411,100		16,682,438
			78,683,518
Computers & Peripherals—6.5%
Apple, Inc. (a)	236,935		20,222,402
Hewlett-Packard Co.	758,400		27,522,336
International Business Machines Corp.	127,000		10,688,320
			58,433,058
Energy Equipment & Services—2.3%
Schlumberger, Ltd.	484,900		20,525,817
Food & Staples Retailing—8.1%
Costco Wholesale Corp.	481,500		25,278,750
CVS Caremark Corp.	498,400		14,324,016
Wal-Mart Stores, Inc.	604,800		33,905,088
			73,507,854
Food Products—0.5%
Cadbury, Plc. (ADR)	120,100		4,283,967
Health Care Equipment & Supplies—5.8%
Alcon, Inc.	256,100		22,841,559
Baxter International, Inc.	549,500		29,447,705
			52,289,264

Security Description	Shares	Value*
Health Care Providers & Services—2.1%
Medco Health Solutions, Inc. (a)	454,900	$	19,064,859
Hotels, Restaurants & Leisure—0.4%
Marriott International, Inc. (b)	178,800		3,477,660
Household Products—3.2%
Colgate-Palmolive Co.	427,400		29,293,996
Internet & Catalog Retail—2.8%
Amazon.com, Inc. (a) (b)	486,900		24,968,232
Internet Software & Services—4.3%
Google, Inc. (Class A) (a)	125,100		38,487,015
IT Services—2.6%
Visa, Inc. (b)	452,800		23,749,360
Life Sciences Tools & Services—1.8%
Thermo Fisher Scientific, Inc. (a)	474,600		16,169,622
Media—1.9%
The Walt Disney Co.	742,200		16,840,518
Oil, Gas & Consumable Fuels—2.5%
Occidental Petroleum Corp.	93,700		5,621,063
Southwestern Energy Co. (a)	349,600		10,127,912
XTO Energy, Inc.	193,100		6,810,637
			22,559,612
Pharmaceuticals—10.7%
Abbott Laboratories	605,400		32,310,198
Mylan, Inc. (a) (b)	521,000		5,152,690
Roche Holding AG (ADR)	75,100		5,748,905
Shire, Plc. (ADR)	210,730		9,436,490
Teva Pharmaceutical Industries, Ltd. (ADR) (b)	619,800		26,384,886
Wyeth	483,600		18,139,836
			97,173,005
Road & Rail—0.4%
Union Pacific Corp. (b)	74,600		3,565,880
Semiconductors & Semiconductor Equipment—0.3%
NVIDIA Corp. (a)	364,400		2,940,708
Software—4.5%
Adobe Systems, Inc. (a)	758,800		16,154,852
Microsoft Corp.	782,400		15,209,856
Oracle Corp. (a) (b)	517,600		9,177,048
			40,541,756
Textiles, Apparel & Luxury Goods—1.5%
Nike, Inc. (b)	276,200		14,086,200
Total Common Stock (Identified Cost $1,061,313,947)			877,048,310

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Schedule of Investments as of December 31, 2008

Short Term Investments—7.9%

Security Description	Shares/Face Amount		Value*
Mutual Funds—4.5%
State Street Navigator Securities Lending Prime Portfolio Prime Portfolio (c)		41,230,327	$	41,230,327
Repurchase Agreement—3.4%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $30,517,017 on 01/02/09, collateralized by $31,130,000 U.S. Treasury Bill due 02/12/09 with a value of $31,130,000.	$	30,517,000		30,517,000
Total Short Term Investments (Identified Cost $71,747,327)				71,747,327
Total Investments—105.0% (Identified Cost $1,133,061,274) (d)				948,795,637
Liabilities in excess of other assets				(45,104,173	)
Total Net Assets—100%			$	903,691,464

(a) Non-Income Producing.

(b) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $40,790,653 and the collateral received consisted of cash in the amount of $41,230,327. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,143,566,513 and the composition of unrealized appreciation and depreciation of investment securities was $24,846,536 and $(219,617,412), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	918,278,637	$	0
Level 2 - Other Significant Observable Inputs		30,517,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	948,795,637	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	948,795,637
Cash				786
Receivable for:
Securities sold				1,500
Fund shares sold				434,798
Accrued interest and dividends				1,225,510
Foreign taxes				7,569
Total Assets				950,465,800
Liabilities
Payable for:
Securities purchased	$	4,631,380
Fund shares redeemed		353,732
Collateral for securities loaned		41,230,327
Accrued expenses:
Management fees		475,974
Service and distribution fees		46,923
Deferred directors' fees		2,126
Other expenses		33,874
Total Liabilities				46,774,336
Net Assets			$	903,691,464
Net assets consists of:
Capital paid in			$	1,223,195,631
Undistributed net investment income				1,309,831
Accumulated net realized losses				(136,548,361	)
Unrealized depreciation on investments				(184,265,637	)
Net Assets			$	903,691,464
Computation of offering price:
Class A
Net asset value and redemption price per share ($673,249,159 divided by 86,207,176 shares outstanding)			$	7.81
Class B
Net asset value and redemption price per share ($224,096,383 divided by 28,896,219 shares outstanding)			$	7.76
Class E
Net asset value and redemption price per share ($6,345,922 divided by 815,262 shares outstanding)			$	7.78
(a) Identified cost of investments			$	1,133,061,274
(b) Includes cash collateral for securities loaned of			$	41,230,327

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	12,572,679	(a)
Interest					837,212	(b)
					13,409,891
Expenses
Management fees	$	7,527,936
Service and distribution fees—Class B		718,976
Service and distribution fees—Class E		14,104
Directors' fees and expenses		30,689
Custodian		93,029
Audit and tax services		36,941
Legal		20,654
Printing		309,472
Insurance		15,484
Miscellaneous		20,565
Total expenses		8,787,850
Expense reductions		(220,718	)		8,567,132
Net Investment Income					4,842,759
Realized and Unrealized Loss
Realized loss on:
Investments—net		(119,363,182	)
Futures contracts—net		(219,722	)		(119,582,904	)
Change in unrealized depreciation on:
Investments—net					(398,261,690	)
Net loss					(517,844,594	)
Net Decrease in Net Assets From Operations				$	(513,001,835	)

(a) Net of foreign taxes of $299,666.

(b) Includes income on securities loaned of $511,887.

See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	4,842,759		$	4,835,468
Net realized gain (loss)		(119,582,904	)		104,561,146
Change in unrealized appreciation (depreciation)		(398,261,690	)		31,562,822
Increase (decrease) in net assets from operations		(513,001,835	)		140,959,436
From Distributions to Shareholders
Net investment income
Class A		(22,004,028	)		(4,884,260	)
Class B		(5,331,361	)		(553,650	)
Class E		(219,575	)		(36,590	)
		(27,554,964	)		(5,474,500	)
Net realized gain
Class A		(75,878,659	)		(40,959,234	)
Class B		(20,831,004	)		(10,585,783	)
Class E		(815,204	)		(460,264	)
		(97,524,867	)		(52,005,281	)
Total distributions		(125,079,831	)		(57,479,781	)
Increase (decrease) in net assets from capital share transactions		219,445,501			(86,492,553	)
Net decrease in net assets		(418,636,165	)		(3,012,898	)
Net Assets
Beginning of the period		1,322,327,629			1,325,340,527
End of the period	$	903,691,464		$	1,322,327,629
Undistributed Net Investment Income
End of the period	$	1,309,831		$	7,671,258

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	19,940,873		$	218,338,782		24,553,315		$	320,738,335
Reinvestments	8,511,538			97,882,687		3,609,724			45,843,494
Redemptions	(16,865,960	)		(181,772,692	)	(33,189,050	)		(425,024,047	)
Net increase (decrease)	11,586,451		$	134,448,777		(5,026,011	)	$	(58,442,218	)
Class B
Sales	11,665,165		$	131,101,797		3,811,957		$	49,898,866
Reinvestments	2,286,920			26,162,365		881,284			11,139,433
Redemptions	(6,772,010	)		(71,383,763	)	(6,734,065	)		(87,424,644	)
Net increase (decrease)	7,180,075		$	85,880,399		(2,040,824	)	$	(26,386,345	)
Class E
Sales	138,957		$	1,438,235		138,345		$	1,794,703
Reinvestments	90,137			1,034,779		39,184			496,854
Redemptions	(320,418	)		(3,356,689	)	(304,173	)		(3,955,547	)
Net decrease	(91,324	)	$	(883,675	)	(126,644	)	$	(1,663,990	)
Increase (decrease) derived from capital share transactions			$	219,445,501				$	(86,492,553	)

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	13.62		$	12.71		$	12.38		$	10.92		$	10.01
Income From Investment Operations
Net investment income		0.05	(a)		0.06	(a)		0.03			0.00			0.03
Net realized and unrealized gain (loss) of investments		(4.61	)		1.39			0.31			1.51			0.89
Total from investment operations		(4.56	)		1.45			0.34			1.51			0.92
Less Distributions
Distributions from net investment income		(0.28	)		(0.06	)		0.00			(0.05	)		(0.01	)
Distributions from net realized capital gains		(0.97	)		(0.48	)		(0.01	)		0.00			0.00
Total distributions		(1.25	)		(0.54	)		(0.01	)		(0.05	)		(0.01	)
Net Asset Value, End of Period	$	7.81		$	13.62		$	12.71		$	12.38		$	10.92
Total Return (%)		(36.4	)		11.7			2.8			13.9			9.2
Ratio of operating expenses to average net assets before expense reductions (%)		0.67			0.67			0.69			0.69			0.71
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.65			0.66			0.67			0.68			0.69
Ratio of net investment income to average net assets (%)		0.47			0.44			0.31			0.04			0.41
Portfolio turnover rate (%)		78			71			66			60			68
Net assets, end of period (000)	$	673,249		$	1,016,212		$	1,012,196		$	758,316		$	504,940

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	13.53		$	12.63		$	12.33		$	10.86		$	9.97
Income From Investment Operations
Net investment income (loss)		0.02	(a)		0.02	(a)		0.01			(0.02	)		0.04
Net realized and unrealized gain (loss) of investments		(4.57	)		1.39			0.30			1.49			0.85
Total from investment operations		(4.55	)		1.41			0.31			1.47			0.89
Less Distributions
Distributions from net investment income		(0.25	)		(0.03	)		0.00			0.00			0.00
Distributions from net realized capital gains		(0.97	)		(0.48	)		(0.01	)		0.00			0.00
Total distributions		(1.22	)		(0.51	)		(0.01	)		0.00			0.00
Net Asset Value, End of Period	$	7.76		$	13.53		$	12.63		$	12.33		$	10.86
Total Return (%)		(36.5	)		11.4			2.5			13.5			8.9
Ratio of operating expenses to average net assets before expense reductions (%)		0.92			0.92			0.94			0.94			0.96
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.90			0.91			0.92			0.93			0.94
Ratio of net investment income (loss) to average net assets (%)		0.22			0.18			0.06			(0.21	)		0.29
Portfolio turnover rate (%)		78			71			66			60			68
Net assets, end of period (000)	$	224,096		$	293,808		$	300,052		$	296,178		$	330,349

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005(C)
Net Asset Value, Beginning of Period	$	13.58		$	12.67		$	12.36		$	10.16
Income From Investment Operations
Net investment income (loss)		0.03	(a)		0.04	(a)		0.02			(0.01	)
Net realized and unrealized gain (loss) of investments		(4.60	)		1.39			0.30			2.21
Total from investment operations		(4.57	)		1.43			0.32			2.20
Less Distributions
Distributions from net investment income		(0.26	)		(0.04	)		0.00			0.00
Distributions from net realized capital gains		(0.97	)		(0.48	)		(0.01	)		0.00
Total distributions		(1.23	)		(0.52	)		(0.01	)		0.00
Net Asset Value, End of Period	$	7.78		$	13.58		$	12.67		$	12.36
Total Return (%)		(36.6	)		11.5			2.6			3.0	(d)
Ratio of operating expenses to average net assets before expense reductions (%)		0.82			0.82			0.84			0.84	(e)
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.80			0.81			0.82			0.82	(e)
Ratio of net investment income (loss) to average net assets (%)		0.31			0.28			0.24			(0.15	)(e)
Portfolio turnover rate (%)		78			71			66			60
Net assets, end of period (000)	$	6,346		$	12,308		$	13,093		$	12,758

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio's expenses.

(c) Commencement of operations was April 27, 2005.

(d) Periods less than one year are not computed on an annualized basis.

(e) Computed on an annualized basis.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Jennison Growth Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

MSF-11

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

MSF-12

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income

MSF-13

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $104,367,717 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$27,645,961	$	6,018,488	$	97,433,870	$	51,461,293	$	—	$	—	$	125,079,831	$	57,479,781

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$1,336,152	$	—	$	(194,770,876	)	$	(104,367,717	)	$	(297,802,441	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(21,698,688	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	1,004,439,509	$	0	$	916,636,627

MSF-14

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$7,527,936	0.700%	Of the first $200 million
	0.650%	Of the next $300 million
	0.600%	Of the next $1.5 billion
	0.550%	On amounts in excess of $2 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Jennison Associates, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio

MSF-15

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-16

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Jennison Growth Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Jennison Growth Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-19

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-20

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-21

Metropolitan Series Fund, Inc.

Jennison Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-22

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-23

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  Metropolitan Series Fund, Inc. Julius Baer International Stock Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Managed by Julius Baer Investment Management

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Julius Baer International Stock Portfolio return -44.1%, compared to its benchmark, Morgan Stanley Capital International (MSCI) All Country World ex U.S. Index¹, which returned -45.5%. The Morgan Stanley Capital International (MSCI) EAFE Index², returned -43.4%. The average return of its peer group, the Lipper Variable Insurance Products³ International Core Funds Universe was -42.6% over the same period.

PORTFOLIO REVIEW

Calendar year 2008 marked the end to what was one of the most difficult years in equity market history thus far. The correction was global, indiscriminate and spontaneous. No region, sector, or style was spared. Governments continued to take steps towards stimulating national economies to foster growth. For example, in December the European Central Bank, the U.S. Federal Reserve and the Bank of Canada all cut their benchmark rates (in the case of the U.S., it was lowered to near zero percent and Canada dropped to a 50 year low). This came on top of earlier steps that included efforts to bail out beleaguered banks and spur growth through additional spending.

During the course of 2008, we decreased our exposure to emerging markets and began emphasizing (as with other regions of the world) companies we felt were more liquid and of higher quality. Looking back on the year, we substantially reduced our exposure to mining stocks and commodity-dependent countries such as Russia. The rally in commodity prices between September 2007 and July 2008 created a bubble that deflated in the second half of the year.

At the end of the year, we were overweight developed Europe on the belief that the region has some of the best valuations globally.

Given the tumultuous nature of equity markets, which continue to appear to be driven more on fear than fundamentals, our cash and cash equivalents positions had the largest positive impact on returns. Near the end of the year, the dollar reversed its upward trajectory as investors began to focus on mounting U.S. deficits. We also saw the Japanese yen strengthen and the euro weaken. Given our underweight exposure to the yen and overweight exposure to the euro, we hedged a portion of each (into the yen and out of the euro). This positioning helped returns.

We benefited from our positions in developed Europe. One reason was our avoidance of the large banks that were severely impacted by deteriorating liquidity and credit market problems. Also proving helpful was our exposure to the healthcare sector (a traditionally defensive area). Stock selection within the energy sector was also a positive contributor.

From a geographic standpoint, the largest detractor to performance was our exposure to emerging markets. Much of the negative effect occurred in October, when several Eastern European countries, which comprise the bulk of our emerging markets holdings, suffered significant declines. This area of the world sees a higher level of net inbound investments (longer term foreign direct investment) than a region such as emerging Asia which is comprised of more export driven economies. However, during the quarter, foreign money was pulled out of Eastern European countries, creating liquidity problems. While both the European Central Bank and the International Monetary Fund were quick to respond, the speed of the withdrawal pushed the markets lower.

Japan was one of the year’s best performing developed markets when measured in U.S. dollar terms. While our underweight position to the equity market hurt, our hedge into the yen helped. The decision to underweight the UK equity market, particularly the financial sector, had a positive impact on results. However, this was reduced as the overvalued pound sterling lost value in the fourth quarter causing our cash position to detract. In the “Dollar Bloc” group of countries (Canada, Australia and New Zealand), our underweight positioning and stock selection helped yearly returns. Notably, our decision to make investments in some commodity-related issues, primarily those linked with gold mining, had a positive impact.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Morgan Stanley Capital International AC World Index ex-US Index (“MSCI ACWI ex-US Index”) is an unmanaged free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets, excluding the U.S.

² The Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”) is an unmanaged free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada.

³ The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

A $10,000 INVESTMENT COMPARED TO

THE MSCI EAFE INDEX AND THE MSCI ALL COUNTRY WORLD INDEX (EX-U.S.)

Average Annual Returns as of December 31, 2008

	Julius Baer International Stock Portfolio						MSCI EAFE		MSCI All Country World Index (Ex-U.S.)
	Class A		Class B		Class E		Index
1 Year	-44.1	%	-44.2	%	-44.2	%	-43.4	%	-45.5	%
5 Year	0.0		-0.2		-0.1		1.7		2.6
10 Year	-1.3		—		—		0.8		—
Since Inception	—		0.5		-1.3		—		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 5/1/91, 5/1/02 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Total S.A.	4.3%
TOPIX Exchange Traded Fund	4.0%
E.ON AG	2.6%
Nestle S.A.	2.6%
Telefonica S.A.	2.6%
France Telecom S.A.	2.5%
Eni S.p.A.	2.2%
Deutsche Telekom AG	2.1%
Gaz de France S.A.	2.1%
Royal Dutch Shell, Plc.	2.0%

Top Countries

	% of Equity Market Value
France	22.0%
Germany	16.2%
United Kingdom	13.6%
Japan	10.3%
Switzerland	7.8%
Spain	4.7%
Italy	4.2%
Netherlands	3.6%
Czech Republic	2.9%
Poland	2.6%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Julius Baer International Stock—Class A(a)	Actual	0.94	%	$	1,000.00	$	634.15	$	3.86
	Hypothetical	0.94	%	$	1,000.00	$	1,020.35	$	4.77
Julius Baer International Stock—Class B(a)	Actual	1.19	%	$	1,000.00	$	633.97	$	4.89
	Hypothetical	1.19	%	$	1,000.00	$	1,019.08	$	6.04
Julius Baer International Stock—Class E(a)	Actual	1.09	%	$	1,000.00	$	633.83	$	4.48
	Hypothetical	1.09	%	$	1,000.00	$	1,019.59	$	5.53

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—82.8% of Total Net Assets

Security Description	Shares	Value*
Australia—1.3%
BHP Billiton, Ltd.	251,624	$	5,299,534
Macquarie Airports	1,757,521		2,960,033
Newcrest Mining, Ltd.	56,957		1,350,854
Rio Tinto, Ltd. (a)	64,798		1,735,612
			11,346,033
Austria—0.5%
Flughafen Wien AG	41,030		1,834,560
OMV AG	54,404		1,450,342
Telekom Austria AG	58,732		848,916
			4,133,818
Bermuda—0.1%
Central European Media Enterprises, Ltd. (a)	15,826		343,741
GOME Electrical Appliances Holdings, Ltd. (HKD) (a)	1,380,406		199,486
			543,227
Canada—2.1%
Barrick Gold Corp.	221,742		8,030,850
Eldorado Gold Corp. (a)	207,847		1,624,726
Ivanhoe Mines, Ltd. (b)	136,868		362,542
Kinross Gold Corp.	199,866		3,642,758
Potash Corp. of Saskatchewan, Inc.	42,263		3,065,394
Research In Motion, Ltd. (b)	17,499		710,110
Talisman Energy, Inc.	76,703		756,778
			18,193,158
China—0.1%
Beijing Capital International Airport Co., Ltd. (HKD) (a)	1,332,642		675,039
Cyprus—0.0%
Bank of Cyprus Public Co., Ltd.	41,350		154,878
Czech Republic—2.5%
Komercni Banka AS (GDR)	238,735		12,832,937
Komercni Banka AS (GDR)(U.S. OTC-Traded)	162,464		8,733,074
			21,566,011
Denmark—0.4%
Novo Nordisk A/S	69,013		3,512,029
Finland—1.0%
Nokia Oyj	382,530		5,930,335
Orion Oyj (Series B)	56,157		950,681
Stora Enso Oyj (a)	177,517		1,385,740
			8,266,756
France—19.2%
Accor S.A. (a)	8,853		435,654
Aeroports de Paris	70,727		4,786,430
Air Liquide S.A.	13,757		1,258,692
Air Liquide S.A. (Prime de Fidelite 02)	25,396		2,310,496
Air Liquide S.A. (Prime de Fidelite 09)	5,324		484,371

Security Description	Shares	Value*
France—(Continued)
Alstom (a)	71,328	$	4,212,120
Bouygues	55,901		2,366,154
Carrefour S.A. (a)	122,243		4,694,507
Casino Guichard-Perrachon S.A. (a)	19,326		1,469,595
Cie de Saint-Gobain (a)	90,360		4,261,837
Electricite de France (a)	35,520		2,064,455
France Telecom S.A. (a)	754,609		21,107,299
Gaz de France S.A.	360,663		17,862,558
Groupe Danone (a)	122,686		7,404,709
L’Oreal S.A.	29,635		2,575,173
Lafarge S.A. (a)	64,594		3,927,346
LVMH Moet Hennessy Louis Vuitton S.A. (a)	69,329		4,657,948
Remy Cointreau S.A.	9,651		399,869
Sanofi-Aventis S.A. (a)	261,331		16,598,149
Schneider Electric S.A.	60,004		4,482,080
Suez Environment S.A. (a) (b)	44,320		747,317
Total S.A. (a)	674,443		36,769,061
Vinci S.A.	153,981		6,484,593
Vivendi (a)	397,801		12,951,468
			164,311,881
Germany—14.2%
Adidas AG	8,012		308,143
BASF AG	137,410		5,429,692
Bayer AG	97,494		5,727,261
Bayerische Motoren Werke AG	25,970		798,288
Continetal AG	7,122		721,408
Daimler AG	238,944		9,078,979
Deutsche Post AG	91,073		1,540,773
Deutsche Telekom AG	1,202,406		18,268,831
E.ON AG	556,330		22,496,404
Fraport AG Frankfurt Airport Services (a)	260,416		11,372,791
Fresenius Medical Care AG	127,541		5,980,796
Fresenius SE (a)	56,818		2,879,042
Merck KGaA	10,912		992,092
Metro AG	26,255		1,064,198
Rhoen Klinikum AG	87,312		2,098,435
RWE AG	149,742		13,461,303
SAP AG	104,661		3,750,959
Siemens AG	199,846		14,968,557
			120,937,952
Greece—0.1%
Hellenic Telecommunications Organization S.A.	61,468		1,022,547
Hong Kong—0.3%
China Merchants Holdings International Co., Ltd. (a)	650,468		1,281,787
Shun Tak Holdings, Ltd. (a)	3,477,968		964,262
			2,246,049
Hungary—1.6%
OTP Bank Nyrt	897,479		13,635,331
Richter Gedeon Nyrt	2,452		365,161
			14,000,492

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Ireland—1.0%
CHR, Plc.	301,727	$	7,635,297
Dragon Oil, Plc. (a) (b)	370,769		855,284
			8,490,581
Italy—3.7%
Buzzi Unicem S.p.A.	142,783		2,333,643
Credito Emiliano S.p.A.	184,654		963,583
Enel S.p.A.	670,670		4,289,003
Eni S.p.A.	802,780		19,022,579
Italcementi S.p.A. (a)	31,082		393,517
Telecom Italia S.p.A.	2,732,419		4,444,418
			31,446,743
Japan—5.1%
Aisin Seiki Co., Ltd.	17,101		242,694
Canon, Inc.	48,667		1,527,732
Central Japan Railway Co.	366		3,163,291
Daikin Industries, Ltd. (a)	12,108		319,324
Denso Corp.	37,890		630,329
East Japan Railway Co.	648		5,060,766
Eisai Co., Ltd.	16,480		682,922
Fanuc, Ltd.	12,263		872,133
Fuji Television Network, Inc.	147		210,354
Honda Motor Co., Ltd.	120,683		2,617,288
Itochu Corp.	18,957		95,110
Japan Tobacco, Inc.	388		1,284,825
KDDI Corp.	374		2,663,773
Komatsu, Ltd.	44,425		562,733
Kubota Corp.	20,731		149,018
Kyocera Corp.	6,943		500,868
Matsushita Electric Industrial Co., Ltd.	85,060		1,065,833
Mitsubishi Corp.	22,419		314,728
Mitsubishi Electric Corp.	106,607		667,115
Mitsui & Co., Ltd.	29,762		304,445
Nidec Corp. (a)	5,600		217,771
Nintendo Co., Ltd.	9,302		3,573,781
Nippon Telephone & Telegraph Corp.	115		618,067
NTT DoCoMo, Inc.	2,107		4,153,512
Olympus Corp.	4,248		85,303
Ricoh Co., Ltd.	23,762		302,618
Seven & I Holdings Co., Ltd.	73,604		2,521,653
Shin-Etsu Chemical Co., Ltd.	12,582		577,084
Sony Corp.	19,113		415,498
Suzuki Motor Corp.	31,695		438,190
Takeda Pharmaceutical Co., Ltd.	16,575		859,786
Toyota Motor Corp.	194,070		6,352,460
Yamada Denki Co., Ltd.	7,940		551,209
			43,602,213
Jersey—0.1%
WPP, Plc.	97,978		571,137
Luxembourg—0.4%
ArcelorMittal (a)	134,913		3,251,836

Security Description	Shares	Value*
Netherlands—3.1%
Heineken NV	86,481	$	2,657,005
Koninklijke Philips Electronics NV	167,348		3,254,747
Reed Elsevier NV	38,508		453,704
Royal KPN NV	321,350		4,659,850
TNT NV	18,101		347,652
Unilever NV (a)	635,566		15,399,838
			26,772,796
New Zealand—0.1%
Auckland International Airport, Ltd. (a)	806,681		766,281
Poland—2.2%
Bank Handlowy w Warszawie S.A.	75,311		1,223,296
Bank Pekao S.A.	198,272		8,484,494
Powszechna Kasa Oszczednosci Bank Polski S.A.	796,038		9,536,676
			19,244,466
Portugal—0.1%
Energias de Portugal S.A.	140,366		529,032
Russia—0.1%
Federal Grid Co. (Unified Energy System JSC) (GDR) (144A)	65,893		141,670
InterRao Ues OAO (GDR) (144A)	13,649		40,947
Kuzbassenergo OJSC (GDR) (144A) (b)	4,558		5,470
Mosenergo OAO (GDR) (144A) (b)	14,760		22,944
OGK-1 OAO (GDR) (144A) (b)	278,217		166,930
OGK-2 OAO (GDR) (144A) (b)	72,327		51,280
OGK-3 OJSC (GDR) (144A) (b)	118,980		71,329
OGK-4 OJSC (GDR) (144A) (b)	66,991		56,942
OGK-6 OAO (GDR) (144A) (b)	84,324		73,193
Open Investments (GDR) (b)	5,897		44,965
ROA Energy Systems (GDR) (c) (d)	32,603		0
TGK-1 OAO (GDR) (144A) (b)	110,498		60,774
TGK-11 OAO (GDR) (144A) (b)	4,033		4,033
TGK-14 (GDR) (144A) (b)	1,055		18,990
TGK-2 (GDR) (144A) (b)	4,232		4,232
TGK-4 (GDR) (144A) (b)	10,345		11,897
TGK-9 OAO (GDR) (144A) (b)	10,976		10,976
Volga Territorial Generating Co. (GDR) (144A) (b)	48,310		39,228
Yenisei Territorial Generating Co. OJSC (GDR) (144A) (b)	11,236		10,112
			835,912
Spain—4.1%
EDP Renovaveis S.A.	190,638		1,335,024
Iberdrola Renovables (b)	123,852		535,470
Iberdrola S.A.	1,016,294		9,436,486
Inditex S.A. (a)	43,572		1,925,940
Telefonica S.A.	979,088		21,946,713
			35,179,633

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Sweden—0.6%
Getinge AB (Class B) (a)	73,113	$	876,199
Hennes & Mauritz AB (Series B) (a)	55,431		2,166,024
Svenska Cellulosa AB	151,332		1,294,117
TeliaSonera AB	96,233		478,979
			4,815,319
Switzerland—6.8%
ABB, Ltd. (a)	81,236		1,224,569
BKW FMB Energie AG	14,048		1,365,719
Compagnie Financiere Richemont S.A. (a)	41,584		807,335
Flughafen Zuerich AG	8,209		1,927,129
Holcim, Ltd. (a)	61,381		3,534,274
Nestle S.A.	562,452		22,167,681
Nobel Biocare Holding AG (a)	16,826		344,666
Novartis AG	268,537		13,454,909
Roche Holding AG	79,826		12,287,911
Swatch Group AG (Class B) (a)	6,698		935,614
			58,049,807
Ukraine—0.0%
UkrTelecom (GDR)	32,890		54,863
United Kingdom—11.9%
Anglo American, Plc.	105,029		2,399,025
BHP Billiton, Plc.	140,173		2,640,422
BP, Plc.	1,785,518		13,681,151
British American Tobacco, Plc.	153,315		3,983,639
Cadbury, Plc.	393,478		3,444,537
Diageo, Plc.	534,188		7,430,837
GlaxoSmithKline, Plc.	561,884		10,431,039
Imperial Tobacco Group, Plc.	149,099		3,982,901
National Grid, Plc.	182,326		1,801,867
Rio Tinto, Plc.	110,318		2,390,241
Rolls-Royce Group, Plc.	189,471		928,198
Royal Dutch Shell, Plc. (EUR)	661,648		17,244,811
Scottish & Southern Energy, Plc.	84,972		1,496,171
Smith & Nephew, Plc.	680,402		4,316,939
Tesco, Plc.	2,211,473		11,521,579
Vodafone Group, Plc.	5,878,858		11,834,809
WM Morrison Supermarkets, Plc.	484,844		1,966,416
			101,494,582
United States—0.1%
Dr. Pepper Snapple Group, Inc. (b)	12,961		210,616
Synthes, Inc. (CHF)	5,141		649,855
			860,471
Total Common Stock (Identified Cost $879,847,532)			706,875,542

Mutual Funds—4.7%
Security Description	Shares		Value*
Japan—3.9%
TOPIX Exchange Traded Fund		3,392,129	$	33,718,551
South Korea—0.8%
iShares MSCI South Korea Index Fund (USD) (a)		241,637		6,739,256
Total Mutual Funds (Identified Cost $39,299,295)				40,457,807
Warrants—0.2%
Romania—0.2%
BRD-Groupe		408,718		1,160,759
Russia—0.0%
Unified Energy System of Russia (144A)		112		140,495
Total Warrants (Identified Cost $5,530,518)				1,301,254
Short Term Investments—12.7%
Security Description	Shares/ Face Amount		Value*
United States—12.7%
State Street Navigator Securities Lending Prime Portfolio (e)		27,877,019		27,877,019
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $80,684,045 on 01/02/09, collateralized by $115,000 Federal Home Loan Bank 4.375% due 09/17/10 with a value of $122,406; by $53,710,000 Federal Home Loan Bank 2.730% due 06/10/09 with a value of $54,316,923; and by $27,865,000 U.S. Treasury Bill due 2/26/09 with a value of $27,862,214.	$	80,684,000		80,684,000
Total Short Term Investments (Identified Cost $108,561,019)				108,561,019
Total Investments—100.4% (Identified Cost $1,033,238,364) (f)				857,195,622
Liabilities in excess of other assets				(3,801,051	)
Total Net Assets—100%			$	853,394,571

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Schedule of Investments as of December 31, 2008

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $26,326,772 and the collateral received consisted of cash in the amount of $27,877,019. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

(c) Zero Valued Security.

(d) Security was valued in good faith under procedures established by the Board of Directors.

(e) Represents investment of cash collateral received from securities lending transactions.

(f) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,083,574,465 and the composition of unrealized appreciation and depreciation of investment securities was $17,272,214 and $(243,651,057), respectively.

(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2008, the market value of 144A securities was $931,442, which is 0.1% of total net assets.

(GDR)— Global Depository Receipt.

(CHF)— Swiss Franc

(EUR)— Euro

(HKD)— Hong Kong Dollar

(USD)— United States Dollar

Ten Largest Industries as of December 31, 2008 (Unaudited)	Percentage of Total Net Assets
Oil, Gas & Consumable Fuels	13.3%
Diversified Telecommunication Services	9.3%
Mutual Funds	6.3%
Food Products	5.3%
Commercial Banks	5.1%
Electric Utilities	5.0%
Semiconductors & Semiconductor Equipment	3.9%
Metals & Mining	3.8%
Transportation Infrastructure	3.2%
Pharmaceuticals	3.2%

Forward Contracts

Forward Currency Contracts	Delivery Date	Local Currency Amount	Aggregate Face Value		Valuation as of 12/31/2008		Unrealized Appreciation/ (Depreciation)
Australian Dollar (bought)	1/29/2009	8,891,540	$	5,456,560	$	6,185,149	$	728,589
Australian Dollar (sold)	1/29/2009	8,891,540		5,843,253		6,185,149		(341,896	)
Canadian Dollar (bought)	1/12/2009	33,751,979		26,838,405		27,563,976		725,571
Czech Koruna (bought)	10/27/2009	27,751,209		1,501,689		1,429,132		(72,557	)
Czech Koruna (sold)	1/14/2009	32,234,169		1,757,972		1,671,760		86,212
Czech Koruna (sold)	1/14/2009	32,431,062		1,757,972		1,681,972		76,000
Czech Koruna (sold)	1/21/2009	8,669,188		461,434		449,434		12,000
Czech Koruna (sold)	4/20/2009	10,040,276		536,511		518,874		17,637
Czech Koruna (sold)	5/21/2009	25,986,555		1,291,257		1,341,251		(49,994	)
Czech Koruna (sold)	7/14/2009	6,451,756		351,594		332,437		19,157
Czech Koruna (sold)	10/14/2009	6,476,368		351,594		333,543		18,051
Czech Koruna (sold)	10/27/2009	12,779,621		650,362		658,125		(7,763	)
Czech Koruna (sold)	10/27/2009	51,261,563		2,601,450		2,639,868		(38,418	)
Czech Koruna (sold)	10/27/2009	64,888,685		3,237,474		3,341,637		(104,163	)
Hungarian Forint (bought)	5/12/2009	450,439,162		2,191,065		2,314,593		123,528
Hungarian Forint (sold)	5/12/2009	1,088,288,539		5,034,024		5,592,199		(558,175	)
Hungarian Forint (sold)	5/12/2009	1,697,970,023		7,930,733		8,725,063		(794,330	)
Japanese Yen (bought)	1/16/2009	227,797,909		2,487,012		2,509,309		22,297
Japanese Yen (bought)	1/16/2009	511,944,912		5,724,340		5,639,331		(85,009	)
Japanese Yen (bought)	1/16/2009	646,107,524		7,137,732		7,117,199		(20,533	)
Japanese Yen (bought)	1/16/2009	827,586,334		9,236,455		9,116,280		(120,175	)
Polish Zloty (bought)	10/20/2009	7,813,597		2,814,190		2,582,348		(231,842	)
Polish Zloty (bought)	10/20/2009	11,337,990		4,241,373		3,747,139		(494,234	)
Polish Zloty (bought)	11/19/2009	30,799,561		11,394,221		10,170,952		(1,223,269	)
Polish Zloty (sold)	5/7/2009	5,452,875		2,003,850		1,812,345		191,505
Polish Zloty (sold)	5/7/2009	11,174,267		4,007,699		3,713,934		293,765
Polish Zloty (sold)	5/11/2009	11,413,226		4,007,699		3,792,594		215,105
Polish Zloty (sold)	5/11/2009	11,798,930		4,096,623		3,920,763		175,860
Polish Zloty (sold)	5/21/2009	913,789		296,974		303,498		(6,524	)
Polish Zloty (sold)	5/21/2009	5,045,260		1,639,669		1,675,689		(36,020	)
Polish Zloty (sold)	10/20/2009	19,151,588		6,107,985		6,329,488		(221,503	)
Polish Zloty (sold)	11/19/2009	7,419,978		2,353,494		2,450,302		(96,808	)
Polish Zloty (sold)	11/19/2009	23,379,583		7,458,078		7,720,649		(262,571	)
Net Unrealized Depreciation							$	(2,060,507	)

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Schedule of Investments as of December 31, 2008

Futures Contracts

Futures Contracts—Long	Expiration Date	Number of Contracts	Contract Amount		Valuation as of 12/31/2008		Unrealized Appreciation
DJ Euro Stoxx 50 Index Futures	3/20/2009	1,133	$	38,180,224	$	38,585,681	$	405,457
Hang Seng Index Futures	1/29/2009	149		13,705,040		13,847,030		141,990
Net Unrealized Appreciation							$	547,447

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	57,446,752	$	547,447
Level 2 - Other Significant Observable Inputs		799,748,870		(2,060,507	)
Level 3 - Significant Unobservable Inputs		0		0
Total	$	857,195,622	$	(1,513,060	)

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities	Other Financial Instruments
Balance as of January 1, 2008	$0	$0
Transfers in (Out) of Level 3	3,260,300	0
Accrued discounts/premiums	0	0
Realized Gain (Loss)	0	0
Change in unrealized appreciation (depreciation)	(2,431,658)	0
Net Purchases (Sales)	(828,642)	0
Balance as of December 31, 2008	$0	$0

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	857,195,622
Cash				408
Restricted cash pledged as collateral against futures				8,601,090
Foreign cash at value (c)				16,717,847
Receivable for:
Securities sold				626,331
Fund shares sold				1,245,372
Open forward currency contracts—net				1,553,696
Accrued interest and dividends				632,955
Foreign taxes				172,333
Futures variation margin				111,297
Total Assets				886,856,951
Liabilities
Payable for:
Securities purchased	$	967,342
Fund shares redeemed		266,189
Open forward currency contracts-net		3,614,203
Withholding taxes		46,034
Collateral for securities loaned		27,877,019
Accrued expenses:
Management fees		551,678
Service and distribution fees		20,517
Other expenses		119,398
Total Liabilities				33,462,380
Net Assets			$	853,394,571
Net assets consists of:
Capital paid in			$	1,440,006,010
Undistributed net investment income				5,994,426
Accumulated net realized losses				(415,486,195	)
Unrealized depreciation on investments, futures contracts and foreign currency				(177,119,670	)
Net Assets			$	853,394,571
Computation of offering price:
Class A
Net asset value and redemption price per share ($736,560,676 divided by 94,423,689 shares outstanding)			$	7.80
Class B
Net asset value and redemption price per share ($79,531,829 divided by 10,346,641 shares outstanding)			$	7.69
Class E
Net asset value and redemption price per share ($37,302,066 divided by 4,832,192 shares outstanding)			$	7.72
(a) Identified cost of investments			$	1,033,238,364
(b) Includes cash collateral for securities loaned of			$	27,877,019
(c) Identified cost of foreign cash			$	16,013,843

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	27,435,229	(a)
Interest					2,181,418	(b)
					29,616,647
Expenses
Management fees	$	8,555,559
Service and distribution fees—Class B		254,895
Service and distribution fees—Class E		81,138
Directors’ fees and expenses		31,907
Custodian		909,743
Audit and tax services		42,591
Legal		25,256
Printing		343,728
Insurance		12,672
Miscellaneous		23,676
Total expenses		10,281,165
Expense reductions		(72,648	)
Management fee waivers		(327,445	)		9,881,072
Net Investment Income					19,735,575
Realized and Unrealized Loss
Realized loss on:
Investments—net		(354,850,086	)
Futures contracts—net		(56,721,447	)
Foreign currency transactions—net		(15,381,915	)		(426,953,448	)
Change in unrealized appreciation (depreciation) on:
Investments—net		(243,915,448	)
Futures contracts—net		327,836
Foreign currency transactions—net		(1,433,264	)		(245,020,876	)
Net loss					(671,974,324	)
Net Decrease in Net Assets From Operations				$	(652,238,749	)

(a) Net of foreign taxes of $3,022,682.

(b) Includes income on securities loaned of $1,514,473.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	19,735,575		$	9,503,561
Net realized gain (loss)		(426,953,448	)		110,952,075
Unrealized depreciation		(245,020,876	)		(46,120,730	)
Increase (decrease) in net assets from operations		(652,238,749	)		74,334,906
From Distributions to Shareholders
Net investment income
Class A		(19,438,119	)		(6,573,819	)
Class B		(2,840,662	)		(868,894	)
Class E		(1,636,280	)		(684,687	)
		(23,915,061	)		(8,127,400	)
Net realized gain
Class A		(74,892,503	)		(31,935,315	)
Class B		(12,123,822	)		(5,344,633	)
Class E		(6,705,711	)		(3,801,346	)
		(93,722,036	)		(41,081,294	)
Total distributions		(117,637,097	)		(49,208,694	)
Increase in net assets from capital share transactions		700,649,792			181,504,573
Net increase (decrease) in net assets		(69,226,054	)		206,630,785
Net Assets
Beginning of the period		922,620,625			715,989,840
End of the period	$	853,394,571		$	922,620,625
Undistributed Net Investment Income
End of the period	$	5,994,426		$	23,850,095

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	60,821,205		$	759,191,170		16,846,288		$	270,473,730
Reinvestments	7,222,865			94,330,622		2,445,024			38,509,134
Redemptions	(19,302,404	)		(191,337,365	)	(8,950,622	)		(142,801,144	)
Net increase	48,741,666		$	662,184,427		10,340,690		$	166,181,720
Class B
Sales	3,101,609		$	34,489,498		2,842,370		$	44,791,023
Reinvestments	1,160,038			14,964,484		399,070			6,213,527
Redemptions	(1,437,703	)		(15,862,167	)	(1,958,960	)		(30,811,895	)
Net increase	2,823,944		$	33,591,815		1,282,480		$	20,192,655
Class E
Sales	866,362		$	9,350,386		557,684		$	8,839,481
Reinvestments	644,667			8,341,991		287,198			4,486,033
Redemptions	(1,141,165	)		(12,818,827	)	(1,148,836	)		(18,195,316	)
Net increase (decrease)	369,864		$	4,873,550		(303,954	)	$	(4,869,802	)
Increase derived from capital share transactions			$	700,649,792				$	181,504,573

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	16.04		$	15.49		$	13.48		$	11.50		$	9.86
Income From Investment Operations
Net investment income		0.22	(a)		0.20	(a)		0.13			0.14			0.10
Net realized and unrealized gain (loss) of investments		(6.51	)		1.38			2.09			1.92			1.68
Total from investment operations		(6.29	)		1.58			2.22			2.06			1.78
Less Distributions
Distributions from net investment income		(0.40	)		(0.17	)		(0.21	)		(0.08	)		(0.14	)
Distributions from net realized capital gains		(1.55	)		(0.86	)		0.00			0.00			0.00
Total distributions		(1.95	)		(1.03	)		(0.21	)		(0.08	)		(0.14	)
Net Asset Value, End of Period	$	7.80		$	16.04		$	15.49		$	13.48		$	11.50
Total Return (%)		(44.1	)		10.3			16.5			18.0			18.2
Ratio of operating expenses to average net assets before expense reductions (%)		0.92			0.96			1.05			1.06			1.08
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.92			0.92			1.00			1.01			1.06
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.95			N/A			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		1.96			1.22			1.00			1.23			0.85
Portfolio turnover rate (%)		195			100			86			69			90
Net assets, end of period (000)	$	736,561		$	732,643		$	547,335		$	413,322		$	344,340

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	15.83		$	15.30		$	13.33		$	11.38		$	9.76
Income From Investment Operations
Net investment income		0.17	(a)		0.15	(a)		0.12			0.12			0.07
Net realized and unrealized gain (loss) of investments		(6.40	)		1.37			2.03			1.88			1.67
Total from investment operations		(6.23	)		1.52			2.15			2.00			1.74
Less Distributions
Distributions from net investment income		(0.36	)		(0.13	)		(0.18	)		(0.05	)		(0.12	)
Distributions from net realized capital gains		(1.55	)		(0.86	)		0.00			0.00			0.00
Total distributions		(1.91	)		(0.99	)		(0.18	)		(0.05	)		(0.12	)
Net Asset Value, End of Period	$	7.69		$	15.83		$	15.30		$	13.33		$	11.38
Total Return (%)		(44.2	)		10.1			16.2			17.6			18.0
Ratio of operating expenses to average net assets before expense reductions (%)		1.17			1.21			1.30			1.31			1.33
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.17			1.17			1.25			1.26			1.31
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		1.20			N/A			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		1.52			0.96			0.72			0.89			0.56
Portfolio turnover rate (%)		195			100			86			69			90
Net assets, end of period (000)	$	79,532		$	119,073		$	95,473		$	54,530		$	24,612

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	15.89		$	15.35		$	13.37		$	11.41		$	9.79
Income From Investment Operations
Net investment income		0.19	(a)		0.18	(a)		0.12			0.13			0.07
Net realized and unrealized gain (loss) of investments		(6.43	)		1.37			2.05			1.89			1.68
Total from investment operations		(6.24	)		1.55			2.17			2.02			1.75
Less Distributions
Distributions from net investment income		(0.38	)		(0.15	)		(0.19	)		(0.06	)		(0.13	)
Distributions from net realized capital gains		(1.55	)		(0.86	)		0.00			0.00			0.00
Total distributions		(1.93	)		(1.01	)		(0.19	)		(0.06	)		(0.13	)
Net Asset Value, End of Period	$	7.72		$	15.89		$	15.35		$	13.37		$	11.41
Total Return (%)		(44.2	)		10.2			16.3			17.8			18.0
Ratio of operating expenses to average net assets before expense reductions (%)		1.07			1.11			1.20			1.21			1.23
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.07			1.07			1.15			1.16			1.21
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		1.10			N/A			N/A			N/A			N/A
Ratio of net investment income to average net assets (%)		1.64			1.10			0.89			1.08			0.70
Portfolio turnover rate (%)		195			100			86			69			90
Net assets, end of period (000)	$	37,302		$	70,905		$	73,182		$	66,569		$	58,712

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Julius Baer International Stock Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-14

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”).

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-15

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-16

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Fund Concentration:

The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies and may require settlement in foreign currencies and pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $329,201,990 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$43,295,109	$	8,127,400	$	74,341,988	$	41,081,294	$	—	$	—	$	117,637,097	$	49,208,694

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$5,994,386	$	—	$	(227,455,732	)	$	(329,201,990	)	$	(550,663,336	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(35,948,103	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

MSF-17

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	2,381,722,859	$	0	$	1,883,909,797

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$8,555,559	0.860%	Of the first $500 million
	0.800%	Of the next $500 million
	0.750%	On amounts in excess of $1 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Julius Baer Investment Management, LLC (“Julius Baer”) is compensated by MetLife Advisers to provide subadvisory services for the Portfolio. Prior to January 6, 2008, Fidelity Research & Management Company (“FMR”) was compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers:

MetLife Advisers contractually agreed for the period January 7, 2008 through April 30, 2008, to reduce its advisory fee by the annual rate of 0.050% for the first $500 million of the Portfolio’s average daily net assets and 0.020% for the next $500 million. MetLife Advisers has contractually agreed to continue this fee waiver for the period May 1, 2008 through April 30, 2009.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less

MSF-18

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-19

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Julius Baer International Stock Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Julius Baer International Stock Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2009

MSF-20

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-21

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-22

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-23

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-24

Metropolitan Series Fund, Inc.

Julius Baer International Stock Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-25

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-26

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  Metropolitan Series Fund, Inc. Lehman Brothers Aggregate Bond Index Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Managed by MetLife Investment Advisors Company, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Lehman Brothers Aggregate Bond Index Portfolio returned 6.0%, compared to its benchmark, the Barclays Capital U.S. Aggregate Bond Index ¹, which returned 5.2% over the same period. On November 3, 2008, Barclays Capital rebranded the Lehman Brothers U.S. Aggregate Bond Index as the Barclays Capital U.S. Aggregate Bond Index. The only change to the index is its name.

PORTFOLIO REVIEW

Historic market-breaking events, government intervention, credit concerns and recession fears dominated the 2008 financial markets. The year began badly, with sustained economic weakness, deteriorating financial markets and further credit tightening; then ended to chart the worst financial crisis in recent history. Liquidity concerns, inadequate capital, questionable asset valuations and derivative usage forced some firms to close their doors permanently; other companies to merge; several investment banks to reclassify themselves as bank holding companies; the U.S. Government to takeover failing institutions; and the first money market fund in 14 years to fall below $1 per share.

The U.S. Government’s efforts to calm the turbulent financial markets were unprecedented. In early September, the U.S. Treasury placed Fannie Mae and Freddie Mac under the conservatorship of the Federal Housing Finance Agency (FHFA). Additionally, the Treasury, Federal Reserve and Federal Deposit Insurance Corporation (FDIC) offered a host of programs to address the liquidity and housing crises. Key among the programs was the Treasury and Federal Reserve-sponsored Emergency Economic Stabilization Act of 2008, with the Troubled Assets Relief Program (TARP) at the core of the bill. Another noteworthy initiative was the FDIC-sponsored Temporary Liquidity Guarantee Program (TLGP), which would provide an FDIC guarantee for criteria met, newly issued, senior unsecured debt of certain financial institutions. The Fed also announced intentions to purchase debt and mortgage-backed securities (MBS), implement the Term Asset-Backed Securities (ABS) Lending Facility and purchase longer term Treasury securities.

There were seven Fed Funds interest rate cuts during 2008, with the final ease specified as a range between 0% and 0.25% (from 4.25% on 12/31/07). By year-end, the yield curve steepened from 1.41% to 1.91% between 2-year and 30-year Treasuries. The 2-year Treasury closed at 0.76% (down from 3.05% on 12/31/07), and the 30-year Treasury closed at 2.68% (down from 4.45% on 12/31/07). Yields plummeted during the year: the 2-year and 30-year Treasury yields fell to the lowest levels since the mid-1970s and the 10-year Treasury yield fell to the lowest level since 1953. 2008 also saw the return of the 1-year and 3-year Treasury notes.

The U.S. dollar’s results were mixed on speculation that the reduced Fed Funds interest rate would undermine the currency’s demand. It closed the year by declining versus the Japanese Yen to the lowest level in 20 years and advancing versus the Euro for the first time in three years. Speculation surrounding increased U.S. crude oil stockpiles and recession-related reductions in demand pushed crude oil prices lower during the year. Crude oil finished the term at approximately $45 per barrel, after posting a high of approximately $145 and a low of $34.

All spread sectors posted negative excess returns for the one-year period. Excess return is defined as a return in excess of a comparable duration Treasury. Excess returns for the sectors were: -2.32% for MBS, -2.93% for Government-related, -19.88% for Corporate, -22.23% for ABS and -32.74% for Commercial Mortgage-Backed Securities (CMBS).

The MBS and Government-related sectors were the strongest relative performers for the period, buoyed by the flight-to-quality that endured in the fixed income markets. Within the Corporate sector, Financial Institutions had the weakest relative performance for the period on both total and excess return bases, hurt by asset write-offs and issuer insolvency concerns. Weakness in the commercial real estate market and investor risk aversion distressed the CMBS sector.

The Portfolio experienced greater than expected tracking error for 2008 driven primarily by security selection. The Portfolio is managed utilizing a “Stratified Sampling” approach where the objective is to replicate the performance of the index by holding a subset of index constituents and neutralizing exposures across key characteristics (i.e., duration, term structure, high sector, sub-sector, quality). By design, therefore, with Stratified Sampling, the Portfolio is typically overweight/underweight any given name. Because of the depth and magnitude of the corporations impacted by the 2008 crisis, idiosyncratic (issue specific) risk within the Corporate and CMBS sectors was significant and the primary driver of the Portfolio’s outperformance relative to the target index.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ Barclays Capital U.S. Aggregate Bond Index (formerly, Lehman Brothers U.S. Aggregate Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

MSF-2

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

A $10,000 INVESTMENT COMPARED TO THE

BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX

Average Annual Returns as of December 31, 2008

	Lehman Brothers Aggregate Bond Index Portfolio						Barclays Capital U.S. Aggregate Bond Index
	Class A		Class B		Class E
1 Year	6.0	%	5.6	%	5.8	%	5.2	%
5 Year	4.6		4.4		4.5		4.7
10 Year	5.4		—		—		5.6
Since Inception	—		5.1		5.3		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 11/9/98, 1/2/01 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION as of December 31, 2008

Top Holdings

	% of Total Net Assets
Federal National Mortgage Association	23.4%
Federal Home Loan Mortgage Corp.	17.7%
U.S. Treasury Notes	14.6%
U.S. Treasury Bonds	8.6%
Government National Mortgage Association	4.6%
Federal Home Loan Bank	2.8%
General Electric Capital Corp.	0.9%
Bank of America Corp.	0.8%
Italian Republic	0.6%
Citigroup Deutsche Bank Commercial Mortgage Trust	0.6%

Top Sectors

	% of Total Market Value
Mortgage-Backed	40.1%
U.S. Treasury	23.5%
Agency Issues	13.1%
Industrial	8.8%
Finance	7.2%
Commercial Mortgage-Backed	3.9%
Utilities	2.4%
Other/Cash	0.6%
Asset-Backed	0.4%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Lehman Brothers Aggregate Bond Index—Class A(a)	Actual	0.28	%	$	1,000.00	$	1,047.17	$	1.44
	Hypothetical	0.28	%	$	1,000.00	$	1,023.71	$	1.42
Lehman Brothers Aggregate Bond Index—Class B(a)	Actual	0.53	%	$	1,000.00	$	1,044.98	$	2.72
	Hypothetical	0.53	%	$	1,000.00	$	1,022.44	$	2.69
Lehman Brothers Aggregate Bond Index—Class E(a)	Actual	0.43	%	$	1,000.00	$	1,045.45	$	2.21
	Hypothetical	0.43	%	$	1,000.00	$	1,022.95	$	2.19

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—98.5% of Total Net Assets

Security Description	Face Amount		Value*
Aerospace & Defense—0.2%
Honeywell International, Inc. 7.500%, 03/01/10 (a)	$	300,000	$	313,304
Lockheed Martin Corp. 8.200%, 12/01/09		700,000		727,356
The Boeing Co. 7.250%, 06/15/25		460,000		511,859
United Technologies Corp. 7.500%, 09/15/29		200,000		245,180
				1,797,699
Asset Backed—0.4%
Capital One Multi-Asset Execution Trust 4.850%, 11/15/13		3,000,000		2,782,110
CenterPoint Energy Transition Bond Co., LLC 5.160%, 09/15/11		244,005		245,489
Centex Home Equity 3.750%, 12/25/31 (b)		60,968		39,481
Chase Funding Mortgage Loan Asset-Backed Certificates 3.303%, 11/25/29		30,338		29,864
4.585%, 05/25/15		1,760,994		1,743,595
Detroit Edison Securitization Funding, LLC 6.190%, 03/01/13		371,768		374,854
				5,215,393
Beverages—0.2%
Anheuser-Busch Cos., Inc. 5.000%, 01/15/15 (a)		1,950,000		1,782,916
Coca-Cola Enterprises, Inc. 6.950%, 11/15/26		300,000		301,908
Pepsi Bottling Group, Inc. 7.000%, 03/01/29		300,000		341,026
				2,425,850
Building Products—0.2%
Masco Corp. 6.125%, 10/03/16 (a)		2,950,000		2,206,712
Capital Markets—1.6%
Credit Suisse USA, Inc. 5.375%, 03/02/16 (a)		3,550,000		3,275,679
Merrill Lynch & Co., Inc. 6.050%, 05/16/16		3,000,000		2,796,728
6.150%, 04/25/13		1,950,000		1,938,008
6.500%, 07/15/18		200,000		199,985
Morgan Stanley 4.750%, 04/01/14 (a)		1,515,000		1,136,250
7.250%, 04/01/32		3,850,000		3,349,500
The Bear Stearns Cos., LLC 5.700%, 11/15/14		900,000		884,029
The Goldman Sachs Group, Inc. 5.700%, 09/01/12		1,000,000		955,629
6.125%, 02/15/33 (a)		2,075,000		1,936,211
6.250%, 09/01/17		760,000		711,601

Security Description	Face Amount		Value*
Capital Markets—(Continued)
The Goldman Sachs Group, Inc. 6.450%, 05/01/36	$	2,000,000	$	1,535,150
6.650%, 05/15/09		750,000		752,538
				19,471,308
Chemicals—0.1%
E. I. du Pont de Nemours & Co. 5.600%, 12/15/36 (a)		1,000,000		954,328
6.875%, 10/15/09 (a)		300,000		307,424
				1,261,752
Commercial & Professional Services—0.1%
Waste Management, Inc. 7.000%, 07/15/28 (a)		1,265,000		1,045,499
Commercial Banks—2.7%
ABN-AMRO Bank NV (New York Branch) 7.125%, 10/15/93		500,000		410,399
7.750%, 05/15/23 (a)		230,000		212,473
American Express Centurion Bank 5.550%, 10/17/12 (c)		300,000		287,492
BB&T Corp. 5.200%, 12/23/15 (a)		4,100,000		3,915,028
Fleet National Bank 5.750%, 01/15/09		500,000		500,485
HSBC Holdings, Plc. 5.250%, 12/12/12		5,050,000		4,950,986
Kreditanstalt fuer Wiederaufbau 3.500%, 05/16/13 (a)		7,000,000		7,261,730
4.875%, 01/17/17 (a)		2,900,000		3,279,465
8.000%, 02/15/10		1,000,000		1,064,530
Wachovia Bank, N.A. 4.875%, 02/01/15 (a)		3,000,000		2,793,652
Wachovia Corp. 5.750%, 06/15/17		700,000		699,951
Wells Fargo & Co. 4.950%, 10/16/13 (a)		1,450,000		1,443,057
5.000%, 11/15/14 (a)		2,000,000		1,974,834
5.125%, 09/01/12 (a)		500,000		505,170
Wells Fargo Bank, N.A. 4.750%, 02/09/15 (a)		3,065,000		2,977,795
				32,277,047
Commercial Mortgage-Backed Securities—3.9%
Bear Stearns Commercial Mortgage Securities 5.540%, 09/11/41		3,000,000		2,298,922
5.610%, 11/15/33		500,000		462,704
6.480%, 02/15/35		500,000		477,533
7.080%, 06/15/09		413,522		411,937
7.780%, 02/15/32		181,671		181,785
Citigroup Commercial Mortgage Trust 5.358%, 04/15/40 (b)		1,000,000		857,184
5.724%, 03/15/49 (b)		3,800,000		2,981,435

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Commercial Mortgage-Backed Securities—(Continued)
Citigroup/Deutsche Bank Commercial Mortgage Trust 5.225%, 07/15/44 (b)	$	2,000,000	$	1,622,278
5.322%, 12/11/49		7,000,000		5,145,890
Credit Suisse Mortgage Capital Certificates 5.467%, 09/15/39		3,500,000		2,652,322
CS First Boston Mortgage Securities Corp. 3.382%, 05/15/38		1,981,893		1,843,403
5.100%, 08/15/15 (b)		3,000,000		2,401,787
GMAC Commercial Mortgage Securities, Inc. 6.700%, 04/15/34		3,000,000		2,863,617
Greenwich Capital Commercial Funding Corp. 4.022%, 01/05/36		863,378		837,013
4.305%, 08/10/42		1,999,433		1,891,991
5.317%, 06/10/36 (b)		1,000,000		892,720
JPMorgan Chase Commercial Mortgage Securities Corp. 3.972%, 05/12/35		1,697,300		1,513,372
4.275%, 01/12/37		674,204		611,495
4.393%, 07/12/37		2,743,066		2,488,989
6.044%, 11/15/35		356,557		343,159
LB-UBS Commercial Mortgage Trust 4.254%, 07/15/27 (b)		1,650,000		1,509,612
4.367%, 03/15/36		3,000,000		2,446,839
6.462%, 03/15/31		500,000		467,542
6.653%, 11/15/27		2,000,000		1,918,458
Morgan Stanley Capital I 4.989%, 08/13/42		1,000,000		799,790
Morgan Stanley Dean Witter Capital I 4.800%, 09/15/37		252,401		237,270
7.200%, 10/15/33		538,614		523,898
Salomon Brothers Mortgage Securities VII, Inc. 5.045%, 03/18/36		500,000		452,437
6.428%, 12/18/35		930,776		889,355
Wachovia Bank Commercial Mortgage Trust 5.083%, 03/15/42 (b)		3,000,000		2,428,665
6.287%, 04/15/34		1,445,000		1,361,815
				45,815,217
Communications Equipment—0.1%
Motorola, Inc. 6.500%, 11/15/28 (a)		900,000		468,000
7.625%, 11/15/10 (a)		135,000		119,933
				587,933
Computers & Peripherals—0.4%
Hewlett-Packard Co. 5.500%, 03/01/18 (a)		1,950,000		2,013,529
International Business Machines Corp. 4.750%, 11/29/12 (a)		1,000,000		1,033,752
7.500%, 06/15/13		1,000,000		1,117,222
8.375%, 11/01/19		425,000		515,879
				4,680,382

Security Description	Face Amount		Value*
Consumer Finance—0.0%
American Express Co. 6.800%, 09/01/66 (b)	$	330,000	$	170,825
Diversified Financial Services—4.8%
American General Capital II 8.500%, 07/01/30		250,000		105,000
American General Finance Corp. 5.375%, 10/01/12		6,500,000		2,730,000
5.400%, 12/01/15		1,340,000		549,400
Asian Development Bank 5.500%, 06/27/16		3,850,000		4,578,227
Associates Corp. of North America 6.950%, 11/01/18		1,700,000		1,742,263
Bank of America Corp. 3.125%, 06/15/12		3,900,000		4,071,767
4.750%, 08/15/13 (a)		1,000,000		947,728
5.125%, 11/15/14		1,000,000		963,756
5.420%, 03/15/17		900,000		812,235
5.750%, 08/15/16		2,850,000		2,649,903
7.400%, 01/15/11		300,000		307,579
7.800%, 02/15/10		150,000		153,234
BellSouth Capital Funding Corp. 7.750%, 02/15/10		750,000		774,840
7.875%, 02/15/30		250,000		271,395
Berkshire Hathaway Finance Corp. 4.600%, 05/15/13		3,900,000		3,944,142
Citigroup, Inc. 5.500%, 08/27/12 (a)		840,000		816,633
5.850%, 08/02/16		500,000		488,014
6.200%, 03/15/09 (a)		750,000		746,794
7.250%, 10/01/10		250,000		250,858
Conoco Funding Co. 6.350%, 10/15/11		500,000		523,121
Daimler Finance North America, LLC 7.750%, 01/18/11		2,600,000		2,301,000
8.000%, 06/15/10		350,000		315,000
Deutsche Telekom International Finance BV 5.750%, 03/23/16 (a)		460,000		441,563
8.750%, 06/15/30 (b)		1,000,000		1,226,699
Devon Financing Corp. 6.875%, 09/30/11 (a)		1,900,000		1,923,961
European Investment Bank 3.375%, 03/16/09		4,200,000		4,215,120
FIA Card Services, N.A. (144A) 7.125%, 11/15/12		1,000,000		1,036,123
General Electric Capital Corp. 5.000%, 11/15/11		4,000,000		4,046,453
5.400%, 02/15/17		2,000,000		1,973,971
5.450%, 01/15/13 (a)		1,800,000		1,825,180
6.000%, 06/15/12 (a)		1,000,000		1,029,367
6.750%, 03/15/32 (a)		1,250,000		1,328,012
General Electric Capital Services, Inc. 7.500%, 08/21/35		100,000		114,865
Heller Financial, Inc. 7.375%, 11/01/09		350,000		369,592

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Diversified Financial Services—(Continued)
JPMorgan Chase & Co. 5.125%, 09/15/14 (a)	$	850,000	$	802,200
6.750%, 02/01/11 (a)		250,000		254,523
Mellon Funding Corp. 6.400%, 05/14/11		250,000		257,362
National Rural Utilities Cooperative Finance Corp. 8.000%, 03/01/32		300,000		288,180
Petrobras International Finance Co. 6.125%, 10/06/16 (a)		600,000		581,544
RBS Capital Trust II 6.425%, 12/29/49 (b)		1,375,000		660,000
SunTrust Capital VIII 6.100%, 12/15/36 (b)		820,000		516,600
Telecom Italia Capital S.A. 6.200%, 07/18/11 (a)		1,020,000		897,600
Unilever Capital Corp. 7.125%, 11/01/10		300,000		318,972
Verizon Global Funding Corp. 7.750%, 12/01/30		2,390,000		2,694,913
				56,845,689
Diversified Telecommunication Services—0.9%
AT&T, Inc. 5.875%, 02/01/12 (a)		2,400,000		2,438,256
BellSouth Corp. 6.550%, 06/15/34		1,850,000		1,852,996
British Telecommunications, Plc. 9.125%, 12/15/30 (b)		1,000,000		1,052,734
Telefonica Emisiones SAU 6.221%, 07/03/17 (a)		2,900,000		2,847,649
Telefonica Europe BV 8.250%, 09/15/30		1,000,000		1,152,283
Verizon New England, Inc. 6.500%, 09/15/11 (a)		400,000		389,721
Verizon New York, Inc. 7.375%, 04/01/32		500,000		493,816
				10,227,455
Electric Utilities—0.9%
Duke Energy Carolinas, LLC 6.250%, 01/15/12 (a)		500,000		515,106
Exelon Corp. 4.900%, 06/15/15 (a)		2,060,000		1,674,921
5.625%, 06/15/35		1,500,000		972,417
Exelon Generation Co., LLC 6.950%, 06/15/11		300,000		289,473
Oncor Electric Delivery Co. 7.000%, 05/01/32		950,000		860,636
Progress Energy, Inc. 5.625%, 01/15/16		3,900,000		3,555,119
7.100%, 03/01/11 (a)		1,221,000		1,209,739
PSEG Power, LLC 7.750%, 04/15/11 (a)		500,000		496,705
8.625%, 04/15/31 (a)		1,000,000		946,897
				10,521,013

Security Description	Face Amount		Value*
Energy Equipment & Services—0.6%
Halliburton Co. 5.500%, 10/15/10	$	4,700,000	$	4,797,537
Kinder Morgan Energy Partners, L.P. 6.500%, 02/01/37		2,000,000		1,542,603
6.750%, 03/15/11 (a)		750,000		726,703
Transocean, Ltd. 7.500%, 04/15/31		300,000		281,904
				7,348,747
Federal Agencies—48.4%
Federal Home Loan Bank 3.625%, 07/01/11		5,000,000		5,242,117
4.625%, 02/18/11		6,070,000		6,473,647
5.000%, 10/13/11		1,000,000		1,080,243
5.250%, 06/18/14		9,500,000		10,770,660
5.375%, 08/19/11		5,800,000		6,357,438
5.375%, 05/18/16		2,900,000		3,304,810
Federal Home Loan Mortgage Corp. 3.500%, 05/29/13 (a)		7,120,000		7,514,041
4.000%, 12/15/09		2,000,000		2,059,089
4.000%, 06/01/19		1,667,554		1,701,471
4.395%, 02/01/36 (b)		2,313,940		2,307,121
4.500%, 09/01/18		2,279,509		2,348,270
4.500%, 10/01/18		3,386,298		3,488,445
4.500%, 04/01/19		5,037,208		5,179,971
4.500%, 06/01/19		2,872,153		2,953,554
4.500%, 08/01/19		754,484		775,867
4.500%, 10/01/35		5,120,667		5,191,224
4.500%, 11/01/35 (b)		2,451,269		2,485,044
4.750%, 03/05/12 (a)		12,000,000		13,092,774
5.000%, 05/01/18		5,953,010		6,157,831
5.000%, 12/01/18		1,059,089		1,095,528
5.000%, 06/01/19		2,159,736		2,230,143
5.000%, 03/01/27		2,540,654		2,596,456
5.000%, 10/01/33		3,374,734		3,453,732
5.000%, 03/01/34		1,605,530		1,641,872
5.000%, 08/01/35		6,839,377		6,990,947
5.000%, 09/01/35		3,938,261		4,025,539
5.000%, 10/01/35		2,824,005		2,886,589
5.000%, 01/01/36		6,352,419		6,493,198
5.000%, 04/01/38		5,895,051		6,024,243
5.101%, 08/01/36 (b)		2,279,506		2,313,313
5.135%, 01/01/36 (b)		3,997,120		4,009,647
5.153%, 09/01/35 (b)		3,864,364		3,888,604
5.300%, 05/12/20		710,000		724,159
5.397%, 01/01/37 (b)		9,818,207		9,974,949
5.450%, 02/01/37 (b)		1,364,643		1,366,416
5.500%, 11/01/17		877,848		910,382
5.500%, 05/01/29		756,937		777,231
5.500%, 06/01/34		3,532,703		3,627,417
5.500%, 10/01/35		3,496,727		3,588,849
5.500%, 12/01/35		6,122,791		6,284,096
5.500%, 01/01/36		10,550,244		10,828,192
5.625%, 11/23/35		1,040,000		1,131,061
5.643%, 02/01/37 (b)		6,229,404		6,333,659

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal Home Loan Mortgage Corp. 6.000%, 04/01/16	$	51,028	$	53,255
6.000%, 05/01/17		755,995		788,599
6.000%, 11/01/28		80,643		83,787
6.000%, 12/01/28		52,677		54,730
6.000%, 02/01/29		145,476		151,058
6.000%, 04/01/29		41,640		43,237
6.000%, 05/01/29		16,176		16,796
6.000%, 06/01/31		21,836		22,651
6.000%, 07/01/31		8,195		8,501
6.000%, 08/01/31		164,554		170,696
6.000%, 09/01/31		517,875		537,204
6.000%, 04/01/32		972,387		1,007,937
6.000%, 11/01/32		329,710		341,764
6.000%, 06/01/34		1,070,842		1,107,838
6.000%, 11/01/35		1,171,888		1,210,347
6.000%, 02/01/36		2,341,914		2,418,738
6.000%, 08/01/36		3,279,938		3,387,533
6.000%, 10/01/36		4,872,488		5,032,324
6.000%, 11/01/36		4,656,489		4,809,240
6.000%, 01/01/37		6,422,467		6,633,149
6.000%, 02/01/38		4,735,433		4,891,104
6.036%, 04/01/36 (b)		1,591,250		1,620,805
6.250%, 07/15/32		2,600,000		3,707,773
6.500%, 10/01/29		36,757		38,554
6.500%, 02/01/30		44,720		46,906
6.500%, 08/01/31		74,298		77,794
6.500%, 10/01/31		25,097		26,278
6.500%, 11/01/31		171,336		179,399
6.500%, 03/01/32		1,831,802		1,915,724
6.500%, 04/01/32		1,661,868		1,738,004
6.500%, 09/01/36		4,055,448		4,223,963
6.500%, 11/01/37		8,442,610		8,791,495
6.750%, 03/15/31		965,000		1,421,558
7.000%, 03/15/10 (a)		2,875,000		3,072,845
7.000%, 06/01/11		13,815		14,313
7.000%, 12/01/15		28,202		29,583
7.000%, 12/01/27		7,335		7,685
7.000%, 11/01/28		21,307		22,321
7.000%, 04/01/29		17,734		18,568
7.000%, 05/01/29		5,619		5,883
7.000%, 06/01/29		40,868		42,790
7.000%, 07/01/29		11,240		11,769
7.000%, 01/01/31		237,728		248,314
7.000%, 12/01/31		50,484		52,732
7.500%, 03/01/16		56,472		59,298
7.500%, 08/01/24		82,337		87,050
7.500%, 10/01/27		47,915		51,314
7.500%, 10/01/29		65,665		69,107
7.500%, 05/01/30		34,124		35,913
8.000%, 02/01/27		14,290		14,994
8.000%, 10/01/28		26,234		27,526
Federal National Mortgage Association 4.000%, 04/01/19		1,669,155		1,703,455
4.000%, 05/01/19		3,142,080		3,206,648

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 4.000%, 01/01/20	$	1,908,938	$	1,934,017
4.125%, 04/15/14 (a)		2,350,000		2,542,669
4.500%, 07/01/18		3,742,622		3,855,587
4.500%, 05/01/19		945,581		972,403
4.500%, 08/01/33		1,436,980		1,462,135
4.500%, 10/01/33		2,581,778		2,626,974
4.500%, 04/01/34		2,005,628		2,039,500
4.610%, 10/10/13		2,370,000		2,389,997
4.837%, 09/01/35 (b)		2,412,369		2,437,587
5.000%, 06/01/18		902,320		933,384
5.000%, 01/01/19		1,354,320		1,398,487
5.000%, 02/01/20		2,220,409		2,288,761
5.000%, 01/01/22		4,707,537		4,848,794
5.000%, 02/01/24		2,223,315		2,275,542
5.000%, 09/01/25		2,113,331		2,163,050
5.000%, 07/01/33		1,825,251		1,871,391
5.000%, 08/01/33		2,673,535		2,741,119
5.000%, 09/01/33		2,305,941		2,364,232
5.000%, 10/01/33		8,325,350		8,535,806
5.000%, 03/01/34		2,603,984		2,669,809
5.000%, 04/01/34		6,116,929		6,268,619
5.000%, 05/01/34		2,105,613		2,156,896
5.000%, 09/01/34		4,291,603		4,396,128
5.000%, 02/01/35		4,086,487		4,186,016
5.000%, 04/01/35		2,238,478		2,291,959
5.000%, 05/01/35		1,411,315		1,445,033
5.000%, 11/01/35		2,298,477		2,353,391
5.125%, 04/15/11 (a)		7,200,000		7,779,295
5.169%, 11/01/36 (b)		1,484,934		1,517,287
5.375%, 06/12/17 (a)		12,250,000		14,343,790
5.406%, 03/01/36 (b)		3,913,545		3,994,866
5.500%, 03/15/11 (a)		950,000		1,032,071
5.500%, 11/01/17		1,170,348		1,213,766
5.500%, 02/01/18		460,995		477,562
5.500%, 04/01/18		2,321,481		2,404,912
5.500%, 07/01/23		1,201,798		1,235,074
5.500%, 01/01/24		614,696		631,715
5.500%, 07/01/24		1,967,068		2,021,510
5.500%, 10/01/32		732,194		754,323
5.500%, 02/01/33		1,894,608		1,950,435
5.500%, 03/01/33		3,248,673		3,344,398
5.500%, 05/01/33		5,585,285		5,749,861
5.500%, 08/01/33		4,826,731		4,968,955
5.500%, 10/01/33		693,194		713,620
5.500%, 12/01/33		5,586,370		5,750,978
5.500%, 02/01/34		3,400,974		3,498,052
5.500%, 03/01/34		1,769,823		1,820,341
5.500%, 04/01/34		1,319,438		1,357,100
5.500%, 05/01/34		1,915,539		1,970,216
5.500%, 09/01/34		2,372,138		2,439,848
5.500%, 12/01/34		6,655,715		6,845,696
5.500%, 01/01/35		1,826,945		1,879,093
5.500%, 02/01/35		4,033,068		4,148,188
5.500%, 04/01/35		2,432,888		2,501,197

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 5.500%, 06/01/35	$	7,466,218	$	7,675,847
5.500%, 06/13/35 (b)		1,751,205		1,799,700
5.500%, 01/01/37		7,725,175		7,939,910
5.500%, 05/01/37		4,616,423		4,744,744
5.500%, 05/01/38		3,838,285		3,945,120
5.500%, 07/01/38		4,940,011		5,077,511
6.000%, 09/01/13		700,780		730,679
6.000%, 10/01/13		358,739		374,045
6.000%, 03/01/14		84,687		88,307
6.000%, 06/01/14		11,245		11,726
6.000%, 07/01/14		61,928		64,573
6.000%, 09/01/14		27,738		28,923
6.000%, 09/01/17		910,609		948,818
6.000%, 08/01/28		21,097		21,893
6.000%, 11/01/28		8,366		8,682
6.000%, 12/01/28		9,764		10,132
6.000%, 06/01/31		146,508		151,861
6.000%, 09/01/32		943,396		977,317
6.000%, 01/01/33		381,262		394,970
6.000%, 02/01/33		783,716		811,181
6.000%, 03/01/33		1,120,569		1,159,838
6.000%, 04/01/33		685,241		709,254
6.000%, 05/01/33		1,849,904		1,914,732
6.000%, 05/01/34		2,180,743		2,254,795
6.000%, 09/01/34		2,599,341		2,687,607
6.000%, 11/01/34		4,258,768		4,403,384
6.000%, 01/01/35		1,260,216		1,300,847
6.000%, 07/01/36		3,308,784		3,415,478
6.000%, 09/01/36		3,621,070		3,737,834
6.000%, 07/01/37		3,619,738		3,736,490
6.000%, 08/01/37		6,204,545		6,404,668
6.000%, 09/01/37		14,290,523		14,751,454
6.210%, 08/06/38		300,000		413,700
6.500%, 01/01/13		6,605		6,882
6.500%, 04/01/13		1,135		1,182
6.500%, 06/01/13		54,894		57,196
6.500%, 07/01/13		310		323
6.500%, 06/01/14		23,813		24,833
6.500%, 04/01/17		2,488,051		2,597,021
6.500%, 05/01/28		349,254		367,472
6.500%, 12/01/28		756,729		796,200
6.500%, 03/01/29		26,255		27,593
6.500%, 04/01/29		160,424		168,599
6.500%, 05/01/29		16,950		17,814
6.500%, 08/01/29		3,913		4,112
6.500%, 05/01/30		236,210		248,246
6.500%, 09/01/31		50,294		52,637
6.500%, 02/01/32		8,982		9,473
6.500%, 06/01/32		266,229		278,144
6.500%, 09/01/33		728,530		760,694
6.500%, 10/01/33		616,492		643,709
6.500%, 10/01/34		1,886,877		1,970,180
6.500%, 10/01/37		5,970,037		6,207,569
6.625%, 11/15/10 (a)		3,400,000		3,732,162
6.625%, 11/15/30 (a)		2,450,000		3,554,716

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 7.000%, 04/01/12	$	17,222	$	17,822
7.000%, 02/01/14		15,747		16,296
7.000%, 10/01/21		73,251		77,517
7.000%, 06/01/26		2,112		2,230
7.000%, 06/01/28		87,384		92,282
7.000%, 09/01/29		45,431		47,980
7.000%, 10/01/29		55,195		58,291
7.000%, 12/01/29		4,693		4,956
7.000%, 01/01/32		450,269		474,402
7.000%, 04/01/32		86,459		91,044
7.000%, 06/01/32		254,758		268,268
7.000%, 10/01/37		3,631,026		3,804,493
7.500%, 08/01/15		20,468		21,449
7.500%, 09/01/25		20,203		21,308
7.500%, 06/01/26		21,059		22,201
7.500%, 09/01/27		4,187		4,419
7.500%, 11/01/27		548		579
7.500%, 08/01/28		1,224		1,298
7.500%, 07/01/29		52,977		56,194
7.500%, 10/01/29		23,753		25,104
7.500%, 07/01/30		6,841		7,230
8.000%, 10/01/26		1,694		1,795
8.000%, 11/01/29		752		796
8.000%, 05/01/30		37,835		39,664
8.000%, 11/01/30		11,922		12,499
8.000%, 01/01/31		16,095		17,095
8.000%, 02/01/31		26,507		27,789
Government National Mortgage Association 5.000%, 10/15/20		2,096,934		2,165,421
5.000%, 01/15/21		1,833,136		1,893,006
5.000%, 12/15/35		2,309,841		2,377,944
5.000%, 12/15/36		4,359,649		4,484,814
5.500%, 03/15/36		3,312,347		3,424,292
5.500%, 01/15/37		4,829,361		4,992,865
5.500%, 11/15/37		8,904,361		9,205,828
5.500%, 09/15/38		4,982,381		5,151,534
6.000%, 01/15/29		38,921		40,597
6.000%, 01/15/33		1,122,324		1,166,448
6.000%, 03/15/35		1,751,742		1,813,812
6.000%, 12/15/35		2,110,477		2,185,257
6.000%, 06/15/36		3,421,251		3,542,233
6.000%, 09/15/36		4,064,978		4,208,724
6.000%, 07/15/38		2,816,937		2,916,997
6.500%, 05/15/23		9,594		10,100
6.500%, 02/15/27		149,084		157,441
6.500%, 07/15/28		27,540		29,109
6.500%, 08/15/28		51,737		54,685
6.500%, 11/15/28		34,643		36,616
6.500%, 12/15/28		13,677		14,456
6.500%, 07/15/29		15,910		16,812
6.500%, 06/20/31		109,592		115,532
6.500%, 07/15/32		150,528		157,967
6.500%, 05/15/36		1,522,455		1,589,739
7.000%, 01/15/28		8,660		9,093
7.000%, 04/15/28		4,269		4,482

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Government National Mortgage Association 7.000%, 05/15/28	$	35,317	$	37,080
7.000%, 06/15/28		20,996		22,044
7.000%, 10/15/28		19,704		20,689
7.000%, 06/15/29		6,769		7,106
7.000%, 09/15/29		38,034		39,927
7.000%, 01/15/31		1,619		1,699
7.000%, 03/15/31		41,884		43,973
7.000%, 07/15/31		1,691,586		1,776,012
7.000%, 08/15/31		222,303		233,398
7.000%, 02/15/32		183,838		190,637
7.000%, 07/15/32		116,517		120,826
7.500%, 02/20/28		11,387		12,021
7.500%, 08/15/29		32,914		34,956
7.500%, 04/15/30		10,125		10,730
8.000%, 09/15/16		1,482		1,583
8.000%, 08/15/26		6,656		7,030
8.000%, 09/15/26		10,438		11,024
8.000%, 05/15/27		5,393		5,758
8.000%, 06/15/29		55,554		59,270
9.000%, 11/15/24		42,674		45,641
				572,699,109
Food & Staples Retailing—0.3%
The Kroger Co. 5.500%, 02/01/13		950,000		939,310
Wal-Mart Stores, Inc. 4.550%, 05/01/13		2,075,000		2,173,548
6.875%, 08/10/09 (a)		500,000		512,774
				3,625,632
Food Products—0.7%
ConAgra Foods, Inc. 5.819%, 06/15/17		2,000,000		1,869,151
General Mills, Inc. 6.000%, 02/15/12		2,000,000		2,047,622
Kellogg Co. 6.600%, 04/01/11 (a)		2,700,000		2,816,159
Kraft Foods, Inc. 6.250%, 06/01/12 (a)		900,000		918,974
				7,651,906
Foreign Government—1.9%
Brazilian Government International Bond 6.000%, 01/17/17 (a)		3,755,000		3,858,262
Italian Republic 4.500%, 01/21/15 (a)		2,975,000		3,064,250
5.625%, 06/15/12		3,650,000		3,977,807
Mexico Government International Bond 6.750%, 09/27/34		1,050,000		1,097,250
8.000%, 09/24/22		2,200,000		2,585,000
8.375%, 01/14/11		250,000		270,000
9.875%, 02/01/10 (a)		500,000		536,250

Security Description	Face Amount		Value*
Foreign Government—(Continued)
Province of Ontario Canada 5.125%, 07/17/12	$	2,000,000	$	2,137,560
Province of Quebec Canada 4.875%, 05/05/14		1,925,000		2,066,309
6.125%, 01/22/11		2,700,000		2,869,256
				22,461,944
Gas Utilities—0.1%
El Paso Natural Gas Co. 8.375%, 06/15/32		220,000		193,435
Southern California Gas Co. 4.800%, 10/01/12		1,000,000		1,013,680
				1,207,115
Government Agency—0.1%
Tennessee Valley Authority 6.000%, 03/15/13		1,000,000		1,134,420
Health Care Providers & Services—0.2%
WellPoint, Inc. 6.800%, 08/01/12		2,200,000		2,154,744
Household Products—0.2%
Procter & Gamble Co. 4.950%, 08/15/14		2,000,000		2,069,211
6.450%, 01/15/26		200,000		234,599
				2,303,810
Industrial Conglomerates—0.2%
General Electric Co. 5.000%, 02/01/13 (a)		930,000		939,806
Tyco International, Ltd. 6.875%, 01/15/21		1,275,000		1,018,432
				1,958,238
Insurance—0.5%
AXA Financial, Inc. 7.750%, 08/01/10		500,000		496,098
AXA S.A. 8.600%, 12/15/30 (a)		1,165,000		699,000
Chubb Corp. 6.000%, 11/15/11		350,000		349,406
Hartford Financial Services Group, Inc. 6.100%, 10/01/41		780,000		478,548
Prudential Financial, Inc. 5.700%, 12/14/36		1,525,000		979,373
The Allstate Corp. 6.125%, 02/15/12		2,750,000		2,697,398
6.900%, 05/15/38		150,000		146,545
				5,846,368
Machinery—0.1%
Caterpillar, Inc. 7.250%, 09/15/09		250,000		254,549

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Machinery—(Continued)
Deere & Co. 6.950%, 04/25/14 (a)	$	850,000	$	916,173
7.850%, 05/15/10		300,000		311,062
				1,481,784
Media—1.1%
Comcast Cable Communications Holdings, Inc. 8.375%, 03/15/13		1,700,000		1,757,923
Comcast Corp. 5.300%, 01/15/14 (a)		1,445,000		1,356,669
5.650%, 06/15/35 (a)		1,500,000		1,368,633
COX Communications, Inc. 7.750%, 11/01/10		250,000		244,948
News America, Inc. 6.550%, 03/15/33 (a)		1,950,000		1,818,824
The Walt Disney Co. 6.375%, 03/01/12 (a)		200,000		213,602
Thomson Reuters Corp. 6.200%, 01/05/12		3,700,000		3,614,785
Time Warner Cable, Inc. 5.850%, 05/01/17		100,000		90,471
6.550%, 05/01/37 (a)		100,000		94,048
Time Warner Entertainment Co., L.P. 8.375%, 03/15/23		380,000		378,006
Time Warner, Inc. 7.700%, 05/01/32		685,000		693,335
9.125%, 01/15/13		418,000		415,386
Turner Broadcasting System, Inc. 8.375%, 07/01/13		660,000		635,587
Viacom, Inc. 6.250%, 04/30/16		770,000		645,216
				13,327,433
Metals & Mining—0.3%
Alcoa, Inc. 5.375%, 01/15/13 (a)		1,000,000		854,874
5.720%, 02/23/19 (a)		523,000		370,413
5.870%, 02/23/22		101,000		64,461
Rio Tinto Alcan, Inc. 5.000%, 06/01/15		1,050,000		802,675
Vale Overseas, Ltd. 6.875%, 11/21/36		1,100,000		1,014,750
				3,107,173
Multi-Utilities—0.7%
Dominion Resources, Inc. 5.150%, 07/15/15 (a)		3,600,000		3,299,292
Pacific Gas & Electric Co. 4.800%, 03/01/14 (a)		3,125,000		3,060,205
6.050%, 03/01/34		2,195,000		2,241,591
				8,601,088

Security Description	Face Amount		Value*
Multiline Retail—0.2%
Macy’s Retail Holdings, Inc. 5.875%, 01/15/13	$	1,030,000	$	721,000
Target Corp. 6.350%, 11/01/32		2,300,000		1,988,381
				2,709,381
Oil, Gas & Consumable Fuels—0.5%
ConocoPhillips Holding Co. 6.950%, 04/15/29		700,000		761,202
Enterprise Products Operating, LLC 5.000%, 03/01/15		2,000,000		1,690,421
6.300%, 09/15/17		3,400,000		2,945,698
XTO Energy, Inc. 7.500%, 04/15/12		715,000		723,936
				6,121,257
Paper & Forest Products—0.0%
Weyerhaeuser Co. 7.375%, 03/15/32		500,000		328,070
Pharmaceuticals—0.7%
Bristol-Myers Squibb Co. 5.875%, 11/15/36		2,000,000		2,139,999
Johnson & Johnson 5.950%, 08/15/37		910,000		1,090,127
6.950%, 09/01/29		250,000		320,463
Merck & Co., Inc. 5.950%, 12/01/28		300,000		316,703
Schering-Plough Corp. 6.550%, 09/15/37		1,000,000		1,021,262
Wyeth 5.500%, 02/01/14 (a)		3,000,000		3,046,219
				7,934,773
Real Estate Investment Trusts—0.3%
Brandywine Operating Partnership, L.P. 5.750%, 04/01/12		680,000		398,663
Developers Diversified Realty Corp. 5.375%, 10/15/12		520,000		258,402
Regency Centers, L.P. 5.250%, 08/01/15 (a)		850,000		593,157
Simon Property Group, L.P. 5.250%, 12/01/16		3,000,000		1,915,880
				3,166,102
Road & Rail—0.2%
Burlington Northern Santa Fe Corp. 5.900%, 07/01/12		1,000,000		1,007,461
CSX Corp. 6.750%, 03/15/11 (a)		200,000		198,317
7.900%, 05/01/17		500,000		513,687
Norfolk Southern Corp. 5.590%, 05/17/25		144,000		129,075
6.200%, 04/15/09		350,000		350,447

*See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Road & Rail—(Continued)
Norfolk Southern Corp. 7.250%, 02/15/31	$	156,000	$	167,002
				2,365,989
Software—0.2%
Oracle Corp. 5.250%, 01/15/16 (a)		2,000,000		2,011,571
Specialty Retail—0.1%
Lowe’s Cos., Inc. 6.875%, 02/15/28 (a)		1,000,000		993,431
U.S. Treasury—23.1%
U.S. Treasury Bonds 4.500%, 02/15/36 (a)		5,675,000		7,537,705
5.250%, 11/15/28 (a)		2,700,000		3,562,326
5.250%, 02/15/29		750,000		993,578
5.375%, 02/15/31 (a)		5,255,000		7,229,198
5.500%, 08/15/28 (a)		2,420,000		3,267,073
6.250%, 08/15/23 (a)		8,450,000		11,515,998
6.375%, 08/15/27		2,800,000		4,094,720
6.500%, 11/15/26		1,000,000		1,471,980
6.875%, 08/15/25 (a)		2,450,000		3,722,946
7.250%, 08/15/22 (a)		6,120,000		8,894,012
7.875%, 02/15/21 (a)		4,450,000		6,596,102
8.000%, 11/15/21		2,920,000		4,424,004
8.125%, 08/15/19 (a)		2,645,000		3,902,539
8.125%, 08/15/21 (a)		1,250,000		1,899,275
8.500%, 02/15/20 (a)		6,700,000		10,191,772
8.750%, 08/15/20 (a)		1,000,000		1,559,010
8.875%, 02/15/19 (a)		10,215,000		15,673,079
9.125%, 05/15/18 (a)		1,600,000		2,477,632
9.250%, 02/15/16 (a)		1,375,000		2,007,184
U.S. Treasury Notes 1.750%, 03/31/10		21,500,000		21,851,311
2.875%, 01/31/13 (a)		6,000,000		6,438,420
3.375%, 11/30/12 (a)		7,010,000		7,635,502
3.625%, 01/15/10 (a)		4,000,000		4,138,680
3.625%, 06/15/10 (a)		16,200,000		16,929,970
4.000%, 04/15/10 (a)		6,000,000		6,290,160
4.000%, 11/15/12 (a)		7,250,000		8,046,775
4.000%, 02/15/14 (a)		600,000		679,944
4.125%, 08/15/10		1,000,000		1,059,060
4.125%, 05/15/15 (a)		7,640,000		8,758,726
4.250%, 10/15/10 (a)		5,000,000		5,340,400
4.250%, 01/15/11		9,100,000		9,778,405
4.250%, 09/30/12 (a)		5,000,000		5,578,050
4.250%, 08/15/13 (a)		14,980,000		17,030,013
4.250%, 08/15/14 (a)		4,430,000		5,086,969
4.375%, 08/15/12 (a)		5,000,000		5,614,100
4.500%, 11/15/15 (a)		8,950,000		10,608,883
4.750%, 08/15/17 (a)		5,000,000		5,977,600
4.875%, 02/15/12 (a)		4,500,000		5,034,195
5.000%, 02/15/11		1,000,000		1,091,800
5.000%, 08/15/11 (a)		3,500,000		3,893,925

Security Description	Face Amount		Value*
U.S. Treasury—(Continued)
U.S. Treasury Notes 5.125%, 05/15/16 (a)	$	4,830,000	$	5,845,169
5.750%, 08/15/10		7,120,000		7,735,310
6.500%, 02/15/10 (a)		1,710,000		1,823,749
				273,287,249
Wireless Telecommunication Services—0.3%
AT&T Mobility, LLC 7.125%, 12/15/31		100,000		109,467
New Cingular Wireless Services, Inc. 7.875%, 03/01/11		890,000		927,685
8.125%, 05/01/12		500,000		530,647
8.750%, 03/01/31		300,000		370,988
Vodafone Group, Plc. 6.150%, 02/27/37		1,000,000		981,984
7.750%, 02/15/10 (a)		1,150,000		1,174,181
				4,094,952
Yankee—1.0%
Apache Finance Canada Corp. 7.750%, 12/15/29		300,000		343,085
ConocoPhillips Canada Funding Co. I 5.950%, 10/15/36		3,050,000		2,994,188
EnCana Corp. 4.750%, 10/15/13 (a)		2,000,000		1,795,861
Hydro-Quebec 7.500%, 04/01/16		1,350,000		1,717,793
8.400%, 01/15/22		1,000,000		1,484,457
Inter-American Development Bank 6.800%, 10/15/25		500,000		695,616
7.000%, 06/15/25		200,000		278,604
8.875%, 06/01/09 (a)		400,000		410,805
International Bank for Reconstruction & Development 8.875%, 03/01/26		535,000		872,523
Province of Nova Scotia Canada 9.250%, 03/01/20		250,000		389,496
Province of Quebec Canada 7.500%, 07/15/23		350,000		494,284
StatoilHydro ASA 6.700%, 01/15/18		300,000		317,683
				11,794,395
Total Fixed Income (Identified Cost $1,137,497,964)				1,164,266,455
Short Term Investments—17.1%
Discount Notes—1.7%
Federal Home Loan Bank 0.008%, 04/08/09		18,400,000		18,396,034
0.036%, 01/08/09		500,000		499,998
0.050%, 01/23/09		1,000,000		999,994
Federal Home Loan Mortgage Corp. 1.700%, 02/27/09		700,000		699,867
				20,595,893

*See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Schedule of Investments as of December 31, 2008

Short Term Investments—(Continued)

Security Description	Face Amount		Value*
Mutual Funds—15.4%
State Street Navigator Securities Lending Prime Portfolio (c)	$	181,643,880	$	181,643,880
Total Short Term Investments (Identified Cost $202,239,773)				202,239,773
Total Investments—115.6% (Identified Cost $1,339,737,737) (d)				1,366,506,228
Liabilities in excess of other assets				(184,350,472	)
Total Net Assets—100%			$	1,182,155,756

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $182,605,666 and the collateral received consisted of cash in the amount of $181,643,880 and non-cash collateral with a value of $6,017,366. The cash collateral is invested in a money market fund managed by an affiliate of the custodian. The non-cash collateral received consists primarily of government securities and bank letters of credit, and are held for the benefit of the Portfolio at the Portfolio’s custodian. The Portfolio cannot repledge or resell this collateral. As such, these are excluded from the Statement of Assets and Liabilities.

(b) Variable or Floating Rate Security. Rate disclosed is as of December 31, 2008.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,347,677,773 and the composition of unrealized appreciation and depreciation of investment securities was $61,943,635 and $(43,115,180), respectively.

(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2008, the market value of 144A securities was $1,036,123, which is 0.1% of total net assets.

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	557,806,166	$	0
Level 2 - Other Significant Observable Inputs		808,700,062		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	1,366,506,228	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	1,366,506,228
Cash				164,386
Receivable for:
Securities sold				21,374,097
Fund shares sold				215,807
Accrued interest				11,700,517
Total Assets				1,399,961,035
Liabilities
Payable for:
Securities purchased	$	26,063,023
Fund shares redeemed		9,680,492
Collateral for securities loaned		181,643,880
Accrued expenses:
Management fees		252,395
Service and distribution fees		122,507
Other expenses		42,982
Total Liabilities				217,805,279
Net Assets			$	1,182,155,756
Net assets consists of:
Capital paid in			$	1,116,108,967
Undistributed net investment income				68,918,722
Accumulated net realized losses				(29,640,424	)
Unrealized appreciation on investments				26,768,491
Net Assets			$	1,182,155,756
Computation of offering price:
Class A
Net asset value and redemption price per share ($564,528,263 divided by 50,876,132 shares outstanding)			$	11.10
Class B
Net asset value and redemption price per share ($491,545,575 divided by 45,003,478 shares outstanding)			$	10.92
Class E
Net asset value and redemption price per share ($126,081,918 divided by 11,416,090 shares outstanding)			$	11.04
(a) Identified cost of investments			$	1,339,737,737
(b) Includes cash collateral for securities loaned of			$	181,643,880

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Interest				$	70,893,591	(a)
Expenses
Management fees	$	3,345,897
Service and distribution fees—Class B		1,384,799
Service and distribution fees—Class E		229,399
Directors’ fees and expenses		31,907
Custodian		158,937
Audit and tax services		39,141
Legal		24,189
Printing		241,078
Insurance		15,565
Miscellaneous		20,289
Total expenses		5,491,201
Management fee waivers		(80,302	)		5,410,899
Net Investment Income					65,482,692
Realized and Unrealized Gain (Loss)
Realized loss on:
Investments—net					(4,343,529	)
Change in unrealized appreciation on:
Investments—net					10,349,538
Net gain					6,006,009
Net Increase in Net Assets From Operations				$	71,488,701

(a) Includes income on securities loaned of $2,910,564.

See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	65,482,692		$	58,295,278
Net realized loss		(4,343,529	)		(586,292	)
Change in unrealized appreciation		10,349,538			24,687,327
Increase in net assets from operations		71,488,701			82,396,313
From Distributions to Shareholders
Net investment income
Class A		(29,529,866	)		(23,636,498	)
Class B		(24,494,600	)		(22,205,073	)
Class E		(7,019,399	)		(7,821,668	)
Total distributions		(61,043,865	)		(53,663,239	)
Increase (decrease) in net assets from capital share transactions		(248,196,357	)		234,272,891
Net increase (decrease) in net assets		(237,751,521	)		263,005,965
Net Assets
Beginning of the period		1,419,907,277			1,156,901,312
End of the period	$	1,182,155,756		$	1,419,907,277
Undistributed Net Investment Income
End of the period	$	68,918,722		$	60,944,314

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	7,257,786		$	78,190,985		24,762,938		$	265,871,474
Reinvestments	2,775,363			29,529,866		2,259,703			23,636,498
Redemptions	(20,975,670	)		(227,457,992	)	(12,750,873	)		(135,946,003	)
Net increase (decrease)	(10,942,521	)	$	(119,737,141	)	14,271,768		$	153,561,969
Class B
Sales	6,244,297		$	66,535,833		15,528,857		$	162,731,989
Reinvestments	2,335,043			24,494,600		2,149,571			22,205,073
Redemptions	(16,204,892	)		(172,016,970	)	(9,310,951	)		(97,531,567	)
Net increase (decrease)	(7,625,552	)	$	(80,986,537	)	8,367,477		$	87,405,495
Class E
Sales	984,656		$	10,566,589		1,900,274		$	19,994,422
Reinvestments	662,207			7,019,399		749,920			7,821,668
Redemptions	(6,063,130	)		(65,058,667	)	(3,264,496	)		(34,510,663	)
Net decrease	(4,416,267	)	$	(47,472,679	)	(614,302	)	$	(6,694,573	)
Increase (decrease) derived from capital share transactions			$	(248,196,357	)			$	234,272,891

See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	10.97		$	10.76		$	10.81		$	11.02		$	10.93
Income From Investment Operations
Net investment income		0.54	(a)		0.52	(a)		0.49	(a)		0.49			0.46
Net realized and unrealized gain (loss) of investments		0.10			0.20			(0.07	)		(0.27	)		(0.02	)
Total from investment operations		0.64			0.72			0.42			0.22			0.44
Less Distributions
Distributions from net investment income		(0.51	)		(0.51	)		(0.47	)		(0.43	)		(0.35	)
Total distributions		(0.51	)		(0.51	)		(0.47	)		(0.43	)		(0.35	)
Net Asset Value, End of Period	$	11.10		$	10.97		$	10.76		$	10.81		$	11.02
Total Return (%)		6.0			6.9			4.1			2.1			4.1
Ratio of operating expenses to average net assets (%)		0.28			0.29			0.31			0.31			0.32
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.29			0.30			0.32			0.31			N/A
Ratio of net investment income to average net assets (%)		5.01			4.86			4.64			4.30			4.42
Portfolio turnover rate (%)		14			15			18			23			27
Net assets, end of period (000)	$	564,528		$	678,193		$	511,541		$	524,878		$	550,456

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	10.81		$	10.60		$	10.66		$	10.87		$	10.79
Income From Investment Operations
Net investment income		0.51	(a)		0.48	(a)		0.46	(a)		0.36			0.36
Net realized and unrealized gain (loss) of investments		0.08			0.20			(0.08	)		(0.16	)		0.04
Total from investment operations		0.59			0.68			0.38			0.20			0.40
Less Distributions
Distributions from net investment income		(0.48	)		(0.47	)		(0.44	)		(0.41	)		(0.32	)
Total distributions		(0.48	)		(0.47	)		(0.44	)		(0.41	)		(0.32	)
Net Asset Value, End of Period	$	10.92		$	10.81		$	10.60		$	10.66		$	10.87
Total Return (%)		5.6			6.7			3.8			1.9			3.8
Ratio of operating expenses to average net assets (%)		0.53			0.54			0.56			0.56			0.57
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.54			0.55			0.57			0.56			N/A
Ratio of net investment income to average net assets (%)		4.76			4.60			4.40			4.06			4.16
Portfolio turnover rate (%)		14			15			18			23			27
Net assets, end of period (000)	$	491,546		$	568,790		$	469,212		$	354,652		$	170,958

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-16

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	10.92		$	10.71		$	10.77		$	10.97		$	10.89
Income From Investment Operations
Net investment income		0.52	(a)		0.50	(a)		0.47	(a)		0.46			0.44
Net realized and unrealized gain (loss) of investments		0.09			0.20			(0.07	)		(0.25	)		(0.02	)
Total from investment operations		0.61			0.70			0.40			0.21			0.42
Less Distributions
Distributions from net investment income		(0.49	)		(0.49	)		(0.46	)		(0.41	)		(0.34	)
Total distributions		(0.49	)		(0.49	)		(0.46	)		(0.41	)		(0.34	)
Net Asset Value, End of Period	$	11.04		$	10.92		$	10.71		$	10.77		$	10.97
Total Return (%)		5.8			6.7			3.9			2.0			3.9
Ratio of operating expenses to average net assets (%)		0.43			0.44			0.46			0.46			0.47
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.44			0.45			0.47			0.46			N/A
Ratio of net investment income to average net assets (%)		4.86			4.70			4.49			4.15			4.26
Portfolio turnover rate (%)		14			15			18			23			27
Net assets, end of period (000)	$	126,082		$	172,925		$	176,149		$	190,840		$	200,270

(a) Per share amount is based on average shares outstanding during the period.

(b) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-17

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Lehman Brothers Aggregate Bond Index Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt

MSF-18

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

MSF-19

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Mortgage-Backed Securities:

The Portfolio invests a portion of its assets in securities of issuers that hold mortgage and asset backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain issuers held by the Portfolio. At December 31, 2008, the Portfolio held securities of issuers that hold mortgage and asset backed securities and direct investments in mortgage and asset backed securities (excluding federal agencies) with an aggregate value of $51,030,610 (representing 4.3% of the Portfolio’s total net assets).

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had capital loss carryforwards as follows:

Expiring 12/31/16		Expiring 12/31/15		Expiring 12/31/14		Expiring 12/31/13		Expiring 12/31/12		Expiring 12/31/10		Expiring 12/31/09		Total
$	6,670,752	$	4,015,637	$	4,808,149	$	3,790,866	$	499,465	$	449,093	$	612,878	$	20,846,840

MSF-20

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	61,043,865	$	53,663,239	$	—	$	—	$	—	$	—	$	61,043,865	$	53,663,239

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Appreciation		Loss Carryforwards			Total
$	68,918,722	$	—	$	18,828,455	$	(20,846,840	)	$	66,900,337

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(853,547	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	122,838,829	$	59,003,804	$	245,903,693	$	103,449,174

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.25% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2008 were $3,345,897.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MLIAC”) with respect to the Portfolio. MetLife Advisers pays MLIAC an investment subadvisory fee for the Portfolio equal to the costs incurred by MLIAC in providing subadvisory services to the Portfolio. Fees earned by MLIAC with respect to the Portfolio for the year ended December 31, 2008 were $307,823.

MSF-21

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Management Fee Waivers:

Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2008 to April 30, 2009, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio at the annual rate of 0.006% of average daily net assets. A similar expense agreement was in place for the period May 1, 2007 through April 30, 2008. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-22

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Lehman Brothers Aggregate Bond Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Lehman Brothers Aggregate Bond Index Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 25, 2009

MSF-23

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-24

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-25

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-26

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-27

Metropolitan Series Fund, Inc.

Lehman Brothers Aggregate Bond Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-28

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-29

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. Loomis Sayles Small Cap Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Managed by Loomis, Sayles & Company, L.P.

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Loomis Sayles Small Cap Portfolio returned -35.9%, compared to its benchmark, the Russell 2000 Index¹, which returned -33.8%. The average return of its peer group, the Lipper Variable Insurance Products² Small-Cap Core Funds Universe, was -35.5% over the same period.

PORTFOLIO REVIEW

Equity markets were under severe pressure during the fourth quarter of 2008, capping off one of the worst years for stocks in decades. The challenges the market faced have been well documented: the bursting of the housing bubble, the subsequent credit crisis and dislocations in the capital markets, high profile corporate bankruptcies, fiscal and monetary policy changes of epic proportions and finally a global economic recession which may persist for some time. Within that context, virtually all capital markets posted severe declines, including domestic equities and small-cap stocks. The high level of correlation of all assets during 2008, including individual stocks, presented a difficult environment for a stock picking strategy, which caused the

Portfolio to trail the Benchmark modestly.

From an attribution standpoint, the modest underperformance was driven from stock selection. While the Portfolio performed well on a stock basis within consumer discretionary and staples, it lagged in financials and energy. The strength in consumer discretionary was largely driven by counter cyclical companies, such as those in the for profit education industry including Devry, Grand Canyon Education, and Dollar Tree.

Financials and energy were difficult sectors to navigate in 2008. In financial services, we were surprised by the relative resilience of several small-cap banks and consumer finance companies during the calendar year. The Portfolio was underweight the sector for the calendar year and our higher quality stock picks simply failed to keep up in a sector that measurably outperformed. Energy went from being by far the best sector in the market during the first half of the year to being the worst in the second. While stock selection in energy was neutral in the second half of the year, the Portfolio did not own some of the better performing energy stocks in the first half due to market cap parameters.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 2000^® Index is an unmanaged measure of performance of the 2,000 smallest companies in the Russell 3000^® Index.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 2000 INDEX

Average Annual Returns as of December 31, 2008

	Loomis Sayles Small Cap Portfolio						Russell 2000 Index
	Class A		Class B		Class E
1 Year	-35.9	%	-36.1	%	-36.0	%	-33.8	%
5 Year	0.8		0.6		0.7		-0.9
10 Year	3.5		—		—		3.0
Since Inception	—		4.7		1.1		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 5/2/94, 7/30/02 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Rollins, Inc.	1.3%
Stifel Financial Corp.	1.2%
Waste Connections, Inc.	1.1%
ITC Holdings Corp.	1.1%
UGI Corp.	1.1%
John Wiley & Sons, Inc.	1.0%
Signature Bank	0.9%
Standard Parking Corp.	0.8%
IBERIABANK Corp.	0.8%
ICF International, Inc.	0.8%

Top Sectors

	% of Total Market Value
Financials	20.1%
Industrials	18.2%
Information Technology	17.3%
Health Care	15.0%
Consumer Discretionary	10.1%
Utilities	4.7%
Energy	4.5%
Consumer Staples	4.1%
Materials	2.1%
Telecommunication Services	0.9%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Loomis Sayles Small Cap—Class A(a)	Actual	0.90	%	$	1,000.00	$	725.87	$	3.90
	Hypothetical	0.90	%	$	1,000.00	$	1,020.56	$	4.57
Loomis Sayles Small Cap—Class B(a)	Actual	1.15	%	$	1,000.00	$	724.95	$	4.99
	Hypothetical	1.15	%	$	1,000.00	$	1,019.29	$	5.84
Loomis Sayles Small Cap—Class E(a)	Actual	1.05	%	$	1,000.00	$	725.32	$	4.55
	Hypothetical	1.05	%	$	1,000.00	$	1,019.79	$	5.33

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—96.8% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—2.9%
AeroVironment, Inc. (a) (b)	35,030	$	1,289,454
Curtiss-Wright Corp. (a)	39,482		1,318,304
Ducommun, Inc.	38,560		643,952
Moog, Inc. (a) (b)	58,519		2,140,040
Orbital Sciences Corp. (a) (b)	79,529		1,553,202
Teledyne Technologies, Inc. (b)	42,615		1,898,498
			8,843,450
Air Freight & Logistics—0.7%
Atlas Air Worldwide Holdings, Inc. (b)	52,001		982,819
HUB Group, Inc. (Class A) (b)	38,345		1,017,293
			2,000,112
Auto Components—0.3%
Gentex Corp. (a)	90,074		795,353
Beverages—0.3%
Heckmann Corp. (a) (b)	148,876		841,149
Biotechnology—2.4%
Alexion Pharmaceuticals, Inc. (a) (b)	25,024		905,618
BioMarin Pharmaceutical, Inc. (a) (b)	48,742		867,608
Cubist Pharmaceuticals, Inc. (a) (b)	35,198		850,384
Genomic Health, Inc. (b)	44,264		862,263
Isis Pharmaceuticals, Inc. (a) (b)	67,026		950,429
Onyx Pharmaceuticals, Inc. (a) (b)	29,046		992,211
Osiris Therapeutics, Inc. (a) (b)	41,346		792,189
Regeneron Pharmaceuticals, Inc. (b)	49,412		907,204
			7,127,906
Building Products—0.3%
Armstrong World Industries, Inc. (a) (b)	48,918		1,057,607
Capital Markets—2.6%
Greenhill & Co., Inc.	17,062		1,190,416
Investment Technology Group, Inc. (b)	36,149		821,305
JMP Group, Inc.	37,846		210,046
KBW, Inc. (b)	46,050		1,059,150
RiskMetrics Group, Inc. (a) (b)	60,152		895,663
Stifel Financial Corp. (b)	78,272		3,588,771
			7,765,351
Chemicals—0.9%
Koppers Holdings, Inc.	21,106		456,312
LSB Industries, Inc. (a) (b)	46,551		387,304
Minerals Technologies, Inc.	9,430		385,687
Solutia, Inc. (a) (b)	67,433		303,449
Zep, Inc.	66,427		1,282,705
			2,815,457
Commercial & Professional Services—6.6%
ABM Industries, Inc.	90,348		1,721,130
American Ecology Corp. (a)	46,228		935,193
Clean Harbors, Inc. (b)	23,086		1,464,576
McGrath Rentcorp	57,403		1,226,128

Security Description	Shares	Value*
Commercial & Professional Services—(Continued)
Rollins, Inc. (a)	212,965	$	3,850,407
Standard Parking Corp. (a) (b)	128,009		2,475,694
Sykes Enterprises, Inc. (b)	47,807		914,070
Team, Inc. (a) (b)	56,832		1,574,246
The Brink’s Co.	34,639		931,096
The GEO Group, Inc. (a) (b)	81,239		1,464,739
Waste Connections, Inc. (b)	105,932		3,344,273
			19,901,552
Commercial Banks—6.7%
Bank of the Ozarks, Inc. (a)	67,662		2,005,502
Comerica, Inc.	45,024		893,726
CVB Financial Corp. (a)	90,793		1,080,437
First Horizon National Corp. (b)	68,685		726,000
Glacier Bancorp, Inc.	50,857		967,300
Hancock Holding Co.	36,119		1,641,970
IBERIABANK Corp. (a)	50,771		2,437,008
Old National Bancorp (a)	42,228		766,861
Pennsylvania Commerce Bancorp, Inc. (a) (b)	32,794		874,288
PrivateBancorp, Inc. (a)	34,722		1,127,076
Prosperity Bancshares, Inc.	67,483		1,996,822
Signature Bank (b)	98,302		2,820,284
Sterling Bancshares, Inc.	202,833		1,233,225
SVB Financial Group (b)	30,999		813,104
Texas Capital Bancshares, Inc. (b)	55,326		739,155
			20,122,758
Communications Equipment—3.2%
ADC Telecommunications, Inc. (a) (b)	95,956		524,879
Adtran, Inc.	61,214		910,864
Anaren, Inc. (b)	38,072		454,960
Brocade Communications Systems, Inc. (b)	269,881		755,667
CommScope, Inc. (a) (b)	54,596		848,422
DG FastChannel, Inc. (a) (b)	101,954		1,272,386
F5 Networks, Inc. (a) (b)	43,382		991,713
Neutral Tandem, Inc. (b)	76,854		1,246,572
Riverbed Technology, Inc. (a) (b)	102,057		1,162,429
Tekelec, Inc. (a) (b)	104,312		1,391,522
			9,559,414
Computers & Peripherals—0.7%
Intevac, Inc. (a) (b)	68,362		346,595
NCR Corp. (b)	50,720		717,181
Teradata Corp. (b)	64,538		957,099
			2,020,875
Construction & Engineering—1.6%
Granite Construction, Inc. (a)	14,751		648,011
MasTec, Inc. (b)	141,139		1,634,390
MYR Group, Inc. (b)	75,129		751,290
Northwest Pipe Co. (a) (b)	39,828		1,697,071
			4,730,762
Construction Materials—0.1%
Eagle Materials, Inc. (a)	21,119		388,801

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Consumer Finance—0.5%
Dollar Financial Corp. (b)	102,065	$	1,051,270
World Acceptance Corp. (a) (b)	24,557		485,246
			1,536,516
Containers & Packaging—0.6%
Myers Industries, Inc.	70,775		566,200
Rock-Tenn Co.	40,699		1,391,092
			1,957,292
Distributors—0.1%
Core-Mark Holding Co., Inc. (b)	15,580		335,282
Diversified Consumer Services—2.0%
American Public Education, Inc. (a) (b)	33,111		1,231,398
Capella Education Co. (a) (b)	19,048		1,119,261
DeVry, Inc.	23,269		1,335,873
Grand Canyon Education, Inc. (a) (b)	54,439		1,022,365
Hillenbrand, Inc.	74,705		1,246,079
			5,954,976
Diversified Financial Services—0.6%
PHH Corp. (b)	134,405		1,710,976
Diversified Telecommunication Services—0.9%
Cbeyond, Inc. (a) (b)	78,389		1,252,656
NTELOS Holdings Corp.	63,754		1,572,174
			2,824,830
Electric Utilities—2.3%
Allete, Inc. (a)	51,623		1,665,874
ITC Holdings Corp.	75,623		3,303,213
Portland General Electric Co.	95,141		1,852,395
			6,821,482
Electrical Equipment—0.5%
Energy Conversion Devices, Inc. (a) (b)	31,799		801,653
II-VI, Inc. (a) (b)	18,686		356,716
LaBarge, Inc. (b)	17,435		250,192
Polypore International, Inc. (b)	30,514		230,686
			1,639,247
Electronic Equipment, Instruments & Components—1.6%
Amphenol Corp. (Class A) (a)	30,236		725,059
Daktronics, Inc. (a)	51,071		478,024
IPG Photonics Corp. (a) (b)	106,787		1,407,453
Littelfuse, Inc. (b)	70,658		1,172,923
Scansource, Inc. (a) (b)	36,388		701,197
Vishay Intertechnology, Inc. (b)	113,434		387,944
			4,872,600
Energy Equipment & Services—2.0%
Dresser-Rand Group, Inc. (b)	39,435		680,254
Hornbeck Offshore Services, Inc. (a) (b)	89,631		1,464,571
IHS, Inc. (b)	34,732		1,299,671

Security Description	Shares	Value*
Energy Equipment & Services—(Continued)
Newpark Resources, Inc. (b)	4,910	$	18,167
Oceaneering International, Inc. (b)	61,086		1,780,046
Tesco Corp. (b)	134,387		959,523
			6,202,232
Food & Staples Retailing—0.5%
Spartan Stores, Inc. (a)	68,791		1,599,391
Food Products—2.1%
Flowers Foods, Inc. (a)	41,897		1,020,611
Green Mountain Coffee Roasters, Inc. (a) (b)	36,780		1,423,386
J&J Snack Foods Corp.	44,615		1,600,786
Ralcorp Holdings, Inc. (b)	24,321		1,420,346
The J. M. Smucker Co.	21,864		948,023
			6,413,152
Gas Utilities—1.4%
ONEOK, Inc.	30,466		887,170
UGI Corp.	134,216		3,277,555
			4,164,725
Health Care Equipment & Supplies—3.4%
Hill-Rom Holdings, Inc. (a)	42,302		696,291
Masimo Corp. (b)	33,636		1,003,362
Medical Action Industries, Inc. (b)	58,977		589,770
Merit Medical Systems, Inc. (a) (b)	66,856		1,198,728
Natus Medical, Inc. (b)	90,112		1,166,950
NuVasive, Inc. (a) (b)	27,044		937,075
SonoSite, Inc. (b)	59,065		1,126,960
Teleflex, Inc.	35,032		1,755,103
West Pharmaceutical Services, Inc. (a)	49,456		1,867,953
			10,342,192
Health Care Providers & Services—4.8%
Amedisys, Inc. (a) (b)	22,673		937,302
BIO-Reference Labs, Inc. (b)	37,960		995,691
CardioNet, Inc. (b)	72,947		1,798,143
Catalyst Health Solutions, Inc. (b)	75,730		1,844,025
Corvel Corp. (b)	30,831		677,665
Gentiva Health Services, Inc. (b)	62,675		1,833,870
Healthspring, Inc. (b)	51,675		1,031,950
Mednax, Inc. (b)	23,892		757,376
MWI Veterinary Supply, Inc. (a) (b)	54,236		1,462,203
Psychiatric Solutions, Inc. (a) (b)	38,436		1,070,443
Skilled Healthcare Group, Inc. (a) (b)	98,609		832,260
Sun Healthcare Group, Inc. (b)	134,983		1,194,600
			14,435,528
Health Care Technology—0.8%
MedAssets, Inc. (a) (b)	80,926		1,181,519
Phase Forward, Inc. (b)	107,515		1,346,088
			2,527,607

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Hotels, Restaurants & Leisure—1.1%
Bob Evans Farms, Inc. (a)	40,001	$	817,220
Buffalo Wild Wings, Inc. (a) (b)	34,615		887,875
Dover Downs Gaming & Entertainment, Inc. (a)	72,962		232,019
Morgans Hotel Group Co. (a) (b)	116,006		540,588
Penn National Gaming, Inc. (a) (b)	43,757		935,525
			3,413,227
Household Products—0.5%
Church & Dwight Co., Inc. (a)	25,343		1,422,249
Insurance—6.2%
American Physicians Capital, Inc.	24,847		1,195,141
Amtrust Financial Services, Inc.	86,138		999,201
Arch Capital Group, Ltd. (b)	13,420		940,742
Aspen Insurance Holdings, Ltd.	41,922		1,016,608
Employers Holdings, Inc.	33,211		547,981
Fidelity National Financial, Inc.	48,392		858,958
HCC Insurance Holdings, Inc.	67,565		1,807,364
Markel Corp. (b)	2,750		822,250
Navigators Group, Inc. (b)	28,044		1,539,896
PartnerRe, Ltd.	17,081		1,217,363
ProAssurance Corp. (b)	17,188		907,183
Protective Life Corp.	65,338		937,600
Reinsurance Group of America Inc	24,843		1,063,777
RLI Corp. (a)	35,120		2,147,939
The Hanover Insurance Group, Inc.	29,940		1,286,522
W.R. Berkley Corp.	26,338		816,478
Zenith National Insurance Corp.	22,940		724,216
			18,829,219
Internet & Catalog Retail—0.4%
HSN, Inc. (a) (b)	160,981		1,170,332
Internet Software & Services—1.9%
Ariba, Inc. (b)	191,590		1,381,364
Constant Contact, Inc. (a) (b)	92,806		1,229,680
SkillSoft, Plc. (ADR) (a) (b)	184,937		1,320,450
United Online, Inc.	120,232		729,808
Vocus, Inc. (b)	60,158		1,095,477
			5,756,779
IT Services—3.0%
Alliance Data Systems Corp. (b)	27,743		1,290,882
Broadridge Financial Solutions, Inc.	150,072		1,881,903
Cybersource Corp. (b)	79,131		948,780
Lender Processing Services, Inc.	55,702		1,640,424
Perot Systems Corp. (b)	95,600		1,306,852
Syntel, Inc. (a)	52,509		1,214,008
Wright Express Corp. (b)	70,783		891,866
			9,174,715
Leisure Equipment & Products—0.2%
Steinway Musical Instruments, Inc. (a) (b)	41,469		726,122

Security Description	Shares	Value*
Life Sciences Tools & Services—0.8%
Icon, Plc. (ADR) (b)	46,650	$	918,538
Luminex Corp. (a) (b)	38,726		827,187
PerkinElmer, Inc.	49,950		694,805
			2,440,530
Machinery—2.7%
Actuant Corp. (a)	48,240		917,525
Altra Holdings, Inc. (b)	77,566		613,547
Badger Meter, Inc. (a)	12,106		351,316
CLARCOR, Inc.	18,300		607,194
Energy Recovery, Inc. (a) (b)	118,525		898,419
ESCO Technologies, Inc. (b)	25,946		1,062,489
FreightCar America, Inc. (a)	45,719		835,286
John Bean Technologies Corp. (a) (b)	106,418		869,435
Valmont Industries, Inc. (a)	20,152		1,236,527
Wabtec Corp.	16,040		637,590
			8,029,328
Media—1.8%
Alloy, Inc. (b)	64,685		273,618
Interactive Data Corp.	88,391		2,179,722
John Wiley & Sons, Inc.	84,721		3,014,373
			5,467,713
Metals & Mining—0.3%
Reliance Steel & Aluminum Co. (a)	40,325		804,080
Multi-Utilities—0.4%
NorthWestern Corp. (a)	48,516		1,138,670
Multiline Retail—0.6%
Dollar Tree, Inc. (a) (b)	41,394		1,730,269
Oil, Gas & Consumable Fuels—2.4%
Arena Resources, Inc. (a) (b)	39,998		1,123,544
Comstock Resources, Inc. (b)	29,320		1,385,370
Concho Resources, Inc. (b)	52,538		1,198,917
Goodrich Petroleum Corp. (a) (b)	37,533		1,124,114
Mariner Energy, Inc. (b)	76,960		784,992
Penn Virginia Corp.	49,297		1,280,736
St. Mary Land & Exploration Co. (a)	25,633		520,606
			7,418,279
Paper & Forest Products—0.1%
Clearwater Paper Corp. (b)	38,130		319,911
Personal Products—0.6%
Alberto-Culver Co.	80,480		1,972,565
Pharmaceuticals—2.8%
Auxilium Pharmaceuticals, Inc. (a) (b)	35,514		1,010,018
Endo Pharmaceuticals Holdings, Inc. (b)	71,522		1,850,989
Eurand NV (a) (b)	95,423		821,592
Obagi Medical Products, Inc. (b)	97,014		723,725
Perrigo Co. (a)	66,167		2,137,856

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Pharmaceuticals—(Continued)
Questcor Pharmaceuticals, Inc. (a) (b)	72,986	$	679,500
ViroPharma, Inc. (b)	94,160		1,225,963
			8,449,643
Professional Services—2.2%
Duff & Phelps Corp. (b)	29,188		558,075
FTI Consulting, Inc. (a) (b)	21,121		943,686
Hill International, Inc. (a) (b)	195,752		1,378,094
Huron Consulting Group, Inc. (a) (b)	24,143		1,382,670
ICF International, Inc. (a) (b)	93,734		2,303,044
			6,565,569
Real Estate Investment Trusts—2.5%
American Campus Communities, Inc. (a)	52,706		1,079,419
Capstead Mortgage Corp.	143,979		1,550,654
Digital Realty Trust, Inc. (a)	38,849		1,276,190
Health Care REIT, Inc.	47,658		2,011,167
Potlatch Corp.	61,497		1,599,537
			7,516,967
Real Estate Management & Development—0.3%
Forestar Group, Inc. (a) (b)	97,223		925,563
Road & Rail—0.7%
Genesee & Wyoming, Inc. (a) (b)	36,553		1,114,867
Ryder System, Inc.	25,240		978,807
			2,093,674
Semiconductors & Semiconductor Equipment—3.1%
Cavium Networks, Inc. (a) (b)	90,773		954,024
Cohu, Inc. (a)	50,336		611,582
Lam Research Corp. (a) (b)	47,996		1,021,355
NetLogic Microsystems, Inc. (a) (b)	55,874		1,229,787
ON Semiconductor Corp. (a) (b)	140,241		476,819
Power Integrations, Inc. (a)	42,178		838,499
Semtech Corp. (b)	42,832		482,717
Silicon Laboratories, Inc. (a) (b)	42,870		1,062,318
TriQuint Semiconductor, Inc. (b)	175,111		602,382
Varian Semiconductor Equipment Associates, Inc. (a) (b)	56,766		1,028,600
Verigy, Ltd. (b)	111,274		1,070,456
			9,378,539
Software—3.8%
Blackboard, Inc. (a) (b)	54,716		1,435,201
Concur Technologies, Inc. (a) (b)	29,843		979,447
Informatica Corp. (a) (b)	143,349		1,968,182
Mentor Graphics Corp. (a) (b)	111,416		576,021
NetScout Systems, Inc. (b)	76,732		661,430
Progress Software Corp. (b)	61,111		1,176,998
Quest Software, Inc. (b)	68,740		865,436
Solera Holdings, Inc. (a) (b)	62,795		1,513,359
Sybase, Inc. (a) (b)	38,401		951,193
Tyler Technologies, Inc. (a) (b)	102,157		1,223,841
			11,351,108

Security Description	Shares		Value*
Specialty Retail—2.1%
Genesco, Inc. (b)		37,039	$	626,700
Gymboree Corp. (b)		39,281		1,024,841
Hibbett Sports, Inc. (a) (b)		58,961		926,277
Jo-Ann Stores, Inc. (a) (b)		45,464		704,237
RadioShack Corp. (a)		66,918		799,001
Sally Beauty Holdings, Inc. (a) (b)		261,746		1,489,335
Ulta Salon Cosmetics & Fragrance, Inc. (a) (b)		105,178		870,874
				6,441,265
Textiles, Apparel & Luxury Goods—1.5%
Carter’s, Inc. (a) (b)		85,457		1,645,902
FGX International Holdings, Ltd. (b)		64,154		881,476
Fossil, Inc. (a) (b)		45,160		754,172
Hanesbrands, Inc. (a) (b)		39,236		500,259
True Religion Apparel, Inc. (a) (b)		57,057		709,789
				4,491,598
Thrifts & Mortgage Finance—0.7%
Beneficial Mutual Bancorp, Inc. (a) (b)		108,826		1,224,292
Westfield Financial, Inc.		89,755		926,272
				2,150,564
Water Utilities—0.7%
American State Water Co. (a)		30,450		1,004,241
Middlesex Water Co. (a)		61,079		1,052,391
				2,056,632
Total Common Stock (Identified Cost $341,448,321)				292,543,685
Short Term Investments—18.6%
Security Description	Shares/Face Amount		Value*
Mutual Funds—15.5%
State Street Navigator Securities Lending Prime Portfolio (c)		46,795,421		46,795,421
Repurchase Agreement—3.1%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $9,335,005 on 01/02/09, collateralized by $9,530,000 Federal National Mortgage Association due 01/23/09 with a value of $9,525,235.	$	9,335,000		9,335,000
Total Short Term Investments (Identified Cost $56,130,421)				56,130,421
Total Investments—115.4% (Identified Cost $397,578,742) (d)				348,674,106
Liabilities in excess of other assets				(46,550,063	)
Total Net Assets—100%			$	302,124,043

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Schedule of Investments as of December 31, 2008

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $46,730,692 and the collateral received consisted of cash in the amount of $46,795,421. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $398,984,087 and the composition of unrealized appreciation and depreciation of investment securities was $17,659,123 and $(67,969,104), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	339,339,106	$	0
Level 2 - Other Significant Observable Inputs		9,335,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	348,674,106	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	348,674,106
Cash				695
Receivable for:
Securities sold				1,307,953
Fund shares sold				497,201
Accrued interest and dividends				251,585
Total Assets				350,731,540
Liabilities
Payable for:
Securities purchased	$	1,295,221
Fund shares redeemed		245,114
Collateral for securities loaned		46,795,421
Accrued expenses:
Management fees		203,751
Service and distribution fees		18,826
Deferred directors’ fees		13,946
Other expenses		35,218
Total Liabilities				48,607,497
Net Assets			$	302,124,043
Net assets consists of:
Capital paid in			$	404,506,343
Undistributed net investment income				586,918
Accumulated net realized losses				(54,064,582	)
Unrealized depreciation on investments				(48,904,636	)
Net Assets			$	302,124,043
Computation of offering price:
Class A
Net asset value and redemption price per share ($192,119,613 divided by 1,425,304 shares outstanding)			$	134.79
Class B
Net asset value and redemption price per share ($74,957,051 divided by 567,721 shares outstanding)			$	132.03
Class E
Net asset value and redemption price per share ($35,047,379 divided by 263,529 shares outstanding)			$	132.99
(a) Identified cost of investments			$	397,578,742
(b) Includes cash collateral for securities  loaned of			$	46,795,421

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	3,880,137
Interest					1,101,376	(a)
					4,981,513
Expenses
Management fees	$	3,730,751
Service and distribution fees—Class B		235,464
Service and distribution fees—Class E		73,909
Directors’ fees and expenses		24,099
Custodian		62,578
Audit and tax services		36,941
Legal		7,085
Printing		94,757
Insurance		6,000
Miscellaneous		12,629
Total expenses		4,284,213
Expense reductions		(62,070	)
Management fee waivers		(207,276	)		4,014,867
Net Investment Income					966,646
Realized and Unrealized Loss
Realized loss on:
Investments—net					(54,329,681	)
Change in unrealized depreciation on:
Investments—net					(124,183,050	)
Net loss					(178,512,731	)
Net Decrease in Net Assets From Operations				$	(177,546,085	)

(a) Includes income on securities loaned of $980,430.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income (loss)	$	966,646		$	(485,494	)
Net realized gain (loss)		(54,329,681	)		70,495,073
Unrealized depreciation		(124,183,050	)		(12,514,559	)
Increase (decrease) in net assets from operations		(177,546,085	)		57,495,020
From Distributions to Shareholders
Net investment income
Class A		0			(315,188	)
		0			(315,188	)
Net realized gain
Class A		(45,487,804	)		(43,303,902	)
Class B		(15,874,319	)		(9,064,930	)
Class E		(8,378,460	)		(7,088,373	)
		(69,740,583	)		(59,457,205	)
Total distributions		(69,740,583	)		(59,772,393	)
Increase in net assets from capital share transactions		12,399,461			40,143,772
Net increase (decrease) in net assets		(234,887,207	)		37,866,399
Net Assets
Beginning of the period		537,011,250			499,144,851
End of the period	$	302,124,043		$	537,011,250
Undistributed (Overdistributed) Net Investment Income (Loss)
End of the period	$	586,918		$	(28,803	)

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	216,694		$	34,220,966		359,286		$	91,646,470
Reinvestments	239,120			45,487,804		181,587			43,619,090
Redemptions	(506,056	)		(90,931,412	)	(556,927	)		(140,977,220	)
Net decrease	(50,242	)	$	(11,222,642	)	(16,054	)	$	(5,711,660	)
Class B
Sales	148,629		$	26,654,280		211,111		$	52,345,787
Reinvestments	85,044			15,874,319		38,255			9,064,930
Redemptions	(109,345	)		(19,841,634	)	(79,387	)		(19,520,838	)
Net increase	124,328		$	22,686,965		169,979		$	41,889,879
Class E
Sales	33,364		$	5,972,538		58,013		$	14,543,308
Reinvestments	44,592			8,378,460		29,777			7,088,373
Redemptions	(73,150	)		(13,415,860	)	(70,970	)		(17,666,128	)
Net increase	4,806		$	935,138		16,820		$	3,965,553
Increase derived from capital share transactions			$	12,399,461				$	40,143,772

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	247.66		$	249.37		$	232.80		$	220.60		$	189.55
Income From Investment Operations
Net investment income (loss)		0.56	(a)		(0.08	)(a)		0.45			0.11			(0.27	)
Net realized and unrealized gain (loss) of investments		(79.58	)		28.82			37.97			14.79			31.32
Total from investment operations		(79.02	)		28.74			38.42			14.90			31.05
Less Distributions
Distributions from net investment income		0.00			(0.22	)		0.00			0.00			0.00
Distributions from net realized capital gains		(33.85	)		(30.23	)		(21.85	)		(2.70	)		0.00
Total distributions		(33.85	)		(30.45	)		(21.85	)		(2.70	)		0.00
Net Asset Value, End of Period	$	134.79		$	247.66		$	249.37		$	232.80		$	220.60
Total Return (%)		(35.9	)		11.9			16.7			6.9			16.4
Ratio of operating expenses to average net assets before expense reductions (%)		0.91			0.90			0.93			0.94			0.98
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.89			0.89			0.92			0.91			0.95
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.96			0.95			0.98			0.94			0.98
Ratio of net investment income (loss) to average net assets (%)		0.31			(0.03	)		0.18			0.05			(0.13	)
Portfolio turnover rate (%)		76			64			76			101			135
Net assets, end of period (000)	$	192,120		$	365,435		$	371,963		$	351,279		$	368,666

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	243.90		$	246.37		$	230.75		$	219.20		$	188.59
Income From Investment Operations
Net investment income (loss)		0.12	(a)		(0.67	)(a)		0.12			(0.25	)		0.08
Net realized and unrealized gain (loss) of investments		(78.14	)		28.43			37.35			14.50			30.53
Total from investment operations		(78.02	)		27.76			37.47			14.25			30.61
Less Distributions
Distributions from net realized capital gains		(33.85	)		(30.23	)		(21.85	)		(2.70	)		0.00
Total distributions		(33.85	)		(30.23	)		(21.85	)		(2.70	)		0.00
Net Asset Value, End of Period	$	132.03		$	243.90		$	246.37		$	230.75		$	219.20
Total Return (%)		(36.1	)		11.6			16.4			6.7			16.2
Ratio of operating expenses to average net assets before expense reductions (%)		1.16			1.15			1.18			1.19			1.23
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.14			1.14			1.17			1.17			1.20
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		1.21			1.20			1.23			1.19			1.23
Ratio of net investment income (loss) to average net assets (%)		0.07			(0.27	)		(0.02	)		(0.16	)		(0.07	)
Portfolio turnover rate (%)		76			64			76			101			135
Net assets, end of period (000)	$	74,957		$	108,142		$	67,360		$	25,364		$	6,440

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	245.18		$	247.29		$	231.34		$	219.57		$	188.95
Income From Investment Operations
Net investment income (loss)		0.28	(a)		(0.45	)(a)		0.14			(0.21	)		(0.45	)
Net realized and unrealized gain (loss) of investments		(78.62	)		28.57			37.66			14.68			31.07
Total from investment operations		(78.34	)		28.12			37.80			14.47			30.62
Less Distributions
Distributions from net realized capital gains		(33.85	)		(30.23	)		(21.85	)		(2.70	)		0.00
Total distributions		(33.85	)		(30.23	)		(21.85	)		(2.70	)		0.00
Net Asset Value, End of Period	$	132.99		$	245.18		$	247.29		$	231.34		$	219.57
Total Return (%)		(36.0	)		11.7			16.5			6.8			16.2
Ratio of operating expenses to average net assets before expense reductions (%)		1.06			1.05			1.08			1.09			1.13
Ratio of operating expenses to average net assets after expense reductions (%) (b)		1.04			1.04			1.07			1.06			1.10
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		1.11			1.10			1.13			1.09			1.13
Ratio of net investment income (loss) to average net assets (%)		0.15			(0.18	)		0.03			(0.10	)		(0.26	)
Portfolio turnover rate (%)		76			64			76			101			135
Net assets, end of period (000)	$	35,047		$	63,434		$	59,821		$	50,554		$	47,131

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Loomis Sayles Small Cap Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

MSF-14

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

MSF-15

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken

MSF-16

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $33,638,006 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$19,284,191	$	10,856,813	$	50,456,392	$	48,915,580	$	—	$	—	$	69,740,583	$	59,772,393

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$601,042	$	—	$	(50,309,981	)	$	(33,638,006	)	$	(83,346,945	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(19,021,230	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	310,514,367	$	0	$	360,965,135

MSF-17

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$3,730,751	0.900%	Of the first $500 million
	0.850%	On amounts in excess of $500 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Loomis, Sayles & Co., L.P. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers:

Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2008 to April 30, 2009, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio at the annual rate of 0.05% of average daily net assets. A similar expense agreement was in place for the period May 1, 2007 through April 30, 2008. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of

MSF-18

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-19

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Loomis Sayles Small Cap Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Loomis Sayles Small Cap Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

MSF-20

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-21

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-22

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-23

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-24

Metropolitan Series Fund, Inc.

Loomis Sayles Small Cap Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-25

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-26

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  Metropolitan Series Fund, Inc. Met/Dimensional International Small Company Portfolio   Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Managed by Dimensional Fund Advisors

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

Since its inception on October 31, 2008, the Class A shares of the Met/Dimensional International Small Company Portfolio returned 1.6%, compared to its benchmark, the MSCI World ex US Small Cap Index¹, which returned 1.7%.

PORTFOLIO REVIEW

Developed markets equities suffered losses in excess of 20% again in the fourth quarter, as the global financial crisis intensified and many of the world’s leading economies were officially declared to be in recession. Those losses, combined with the poor performance of the first nine months of the year, turned 2008 into the worst year on record for developed markets, as measured by the MSCI indices, which go back to 1970. Developed market equity returns for US investors were also hurt by the strength of the US dollar, which benefited from the pronounced flight to quality. The US dollar appreciated 1.3% against the euro, 12.5% against the Canadian dollar, and 19.1% against the British pound in the fourth quarter. Against the yen, however, the US dollar depreciated by 17.3% in the quarter. The overall impact of currency fluctuations between the US dollar and developed country currencies was to decrease the dollar-denominated returns of developed market equities by approximately 2.3% in the fourth quarter and by about 4.0% in 2008.

Intraday and daily volatility in developed markets were well above the historical levels in the last quarter of 2008. Cross-sectional dispersion was also well above its historical average during the fourth quarter. As a result, small differences in portfolio weights between different strategies or between strategies and benchmarks resulted in large differences in performance. Dollar-denominated asset class returns in developed non-US markets ranged from -20.4% for large cap growth stocks to -25.1% for small cap growth stocks. Using the MSCI World ex US indices (Net Dividends) as proxies, small caps (World ex US Small) underperformed large caps (World ex US Large) by 2.5% in the fourth quarter of 2008. Along the style dimension, deep value stocks underperformed relative to their growth counterparts and to the rest of the value universe. However, small cap value stocks (World ex US Small Cap Value) outperformed small cap growth stocks (World ex US Small Cap Growth) by 3.2% in the quarter, while large cap value stocks (World ex US Large Cap Value) underperformed large cap growth stocks (World ex US Large Cap Growth) by 1.4%.

The Portfolio’s smaller exposure than the Index to Scandinavia, which performed poorly relative to other developed markets, and other differences in allocation across regions had a positive impact on relative performance. Within the different regions, the Portfolio’s baskets of securities generally outperformed those of the Index, especially in the UK/Ireland. The Portfolio’s greater exposure than the Index to the smallest stocks in the small cap universe, including stocks that were too small to be included in the Index, and other differences in allocation across the market capitalization segments had a small negative impact on relative performance. On the other hand, differences in portfolio composition within the different market capitalization segments, especially among the larger stocks in the small cap universe, had a positive and stronger impact on the Portfolio’s performance relative to the Index. The Portfolio’s smaller exposure than the Index to the Energy sector, the worst-performing sector in the quarter, and other differences in allocation across industry sectors had a small positive impact on relative performance. Differences in composition within industries, especially in the Industrials sector, had a positive, and stronger, impact on relative performance as well.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The MSCI World Ex-U.S.A. Small Cap Index is an unmanaged index that measures the performance of stocks with market capitalizations between US $7.3 million and $3.4 billion across 22 developed markets, excluding the United States. You cannot invest directly in this index.

MSF-2

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

A $10,000 INVESTMENT COMPARED TO THE MSCI WORLD (EX-U.S.) SMALL CAP INDEX

Returns as of December 31, 2008

	Met/Dimensional International Small Company Portfolio				MSCI World (Ex-U.S.) Small Cap Index
	Class A		Class B
Since Inception	1.6	%	1.6	%	1.7	%

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A and Class B shares are 10/31/08. Index since inception return is based on the Portfolio’s inception date. Returns shown are not computed on an annualized basis.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Baloise Holdings AG	0.8%
GEA Group AG	0.6%
Banca Popolare di Milano Scarl	0.5%
Logitech International S.A.	0.5%
Elisa Oyj	0.5%
ITV, Plc.	0.5%
Umicore S.A.	0.4%
Bilfinger Berger AG	0.4%
Hiscox, Ltd.	0.4%
Kesko Oyj	0.4%

Top Countries

	% of Equity Market Value
Japan	33.0%
United Kingdom	14.6%
Germany	6.4%
Canada	6.1%
Switzerland	6.1%
France	5.5%
Australia	4.3%
Italy	3.7%
Netherlands	2.8%
Finland	2.7%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the inception of the Portfolio and held for the entire period, October 31, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value October 31, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* October 31, 2008 to December 31, 2008
Met/Dimensional International Small Company—Class A	Actual	1.15	%	$	1,000.00	$	1,016.00	$	5.83
	Hypothetical	1.15	%	$	1,000.00	$	1,019.29	$	5.84
Met/Dimensional International Small Company—Class B	Actual	1.40	%	$	1,000.00	$	1,016.00	$	7.09
	Hypothetical	1.40	%	$	1,000.00	$	1,018.01	$	7.10

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the period from inception, as shown above, multiplied by the average account value over the period, multiplied by the number of days since inception, divided by 366 (to reflect the period since inception).

MSF-4

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—98.8% of Total Net Assets

Security Description	Shares	Value*
Australia—4.1%
Acrux, Ltd. (a)	13,225	$	4,399
Adelaide Brighton, Ltd.	108,179		159,458
AED Oil, Ltd. (a)	61,261		44,957
Aevum, Ltd.	10,024		7,074
AJ Lucas Group, Ltd.	26,227		86,193
AlesCo.Corp, Ltd.	69,259		135,203
Alliance Resources, Ltd. (a)	71,570		20,165
Amalgamated Holdings, Ltd.	2,640		8,395
Andean Resources, Ltd. (a)	19,517		15,037
Apex Minerals NL (a)	167,652		50,576
APN News & Media, Ltd.	100,468		174,755
Aquila Resources, Ltd. (a)	115,649		274,863
Arana Therapeutics, Ltd. (a)	101,595		59,258
ARB Corp., Ltd.	19,111		38,125
Ausenco., Ltd.	24,714		38,022
Austar United Communications, Ltd. (a)	306,790		159,258
Austbrokers Holdings, Ltd.	3,413		9,000
Austereo Group, Ltd.	25,222		22,178
Australian Agricultural Co., Ltd.	103,470		135,920
Australian Pharmaceutical Industries, Ltd.	84,742		24,907
Australian Wealth Management, Ltd.	321,135		248,523
Australian Worldwide Exploration, Ltd. (a)	349,673		633,497
Avoca Resources, Ltd. (a)	88,015		101,937
AWB, Ltd.	257,567		459,472
Babcock & Brown Wind Partners	518,937		330,070
Blackmores, Ltd.	844		7,774
Cabcharge Australia, Ltd.	51,760		231,551
Campbell Brothers, Ltd.	21,502		265,353
Carnarvon Petroleum, Ltd. (a)	261,557		59,821
Cellestis, Ltd. (a)	11,202		13,717
Centamin Egypt, Ltd. (a)	2,375		1,549
Centennial Coal Co., Ltd.	209,270		489,631
Challenger Financial Services Group, Ltd.	282,888		388,221
Citadel Resource Group, Ltd. (a)	140,843		13,543
Clough, Ltd.	89,000		16,211
Corporate Express Australia, Ltd.	31,332		92,140
Count Financial, Ltd.	64,404		45,073
Crane Group, Ltd.	42,957		280,852
Cudeco, Ltd. (a)	51,210		65,195
Customers, Ltd. (a)	16,659		12,508
Deep Yellow, Ltd. (a)	170,978		13,837
Devine, Ltd.	31,760		12,771
Dominion Mining, Ltd.	35,671		89,722
Domino’s Pizza Enterprises, Ltd.	4,811		9,114
Eastern Star Gas, Ltd. (a)	322,414		131,031
Energy Developments, Ltd.	61,443		101,326
Entertainment Media & Telecoms Corp., Ltd. (a)	76,189		13,666
Envestra, Ltd.	298,799		76,259
Fantastic Holdings, Ltd.	250		318
FKP Property Group	142,410		50,478
Fleetwood Corp., Ltd.	36,664		93,835
Futuris Corp., Ltd.	360,798		163,370
Geodynamics, Ltd. (a)	53,609		42,185
GrainCorp., Ltd.	14,803		60,054
GUD Holdings, Ltd.	32,749		137,412
Gunns, Ltd.	449,171		362,454
GWA International, Ltd.	138,736		282,325

Security Description	Shares	Value*
Australia—(Continued)
Healthscope, Ltd.	109,450	$	339,281
Hills Industries, Ltd.	27,970		60,815
Horizon Oil, Ltd.	168,963		15,443
IBA Health Group, Ltd.	285,608		123,193
iiNET, Ltd.	8,220		6,972
Industrea, Ltd.	339,366		43,105
Infomedia, Ltd.	27,603		5,541
Invocare, Ltd.	60,720		219,022
IOOF Holdings, Ltd.	12,815		34,184
Iress Market Technology, Ltd.	51,660		186,832
JB Hi-Fi, Ltd.	61,610		419,409
Karoon Gas Australia, Ltd. (a)	46,666		119,468
Linc Energy, Ltd. (a)	185,849		261,424
MAC Services Group	62,712		36,431
MacArthur Coal, Ltd.	75,041		160,408
Macmahon Holdings, Ltd.	363,435		97,157
Macquarie Media Group, Ltd.	88,418		61,600
McMillan Shakespeare, Ltd.	4,491		5,876
Melbourne IT, Ltd.	21,114		27,759
Mermaid Marine Australia, Ltd.	78,298		58,578
Mineral Resources, Ltd.	53,299		82,273
Monadelphous Group, Ltd.	27,997		132,396
Mortgage Choice, Ltd.	27,374		14,539
MYOB, Ltd.	94,717		73,318
Navitas, Ltd.	125,279		210,231
Nexus Energy, Ltd. (a)	303,061		113,541
Nido Petroleum, Ltd. (a)	455,291		29,849
Oakton, Ltd.	32,057		28,426
Pacific Brands, Ltd.	421,998		127,299
PanAust, Ltd. (a)	674,969		66,687
PaperlinX, Ltd.	340,846		170,485
Peet, Ltd.	8,464		9,205
Pharmaxis, Ltd. (a)	90,115		76,374
Photon Group, Ltd.	28,817		26,193
Prime Media Group, Ltd.	459		428
Pure Energy Resources, Ltd. (a)	20,739		77,553
Realestate.com.au, Ltd. (a)	9,362		23,939
Reckon, Ltd.	1,250		917
Redflex Holdings, Ltd.	4,736		10,659
Reverse Corp., Ltd.	4,030		3,102
Ridley Corp., Ltd.	17,845		10,008
S.A.I. Global, Ltd.	59,394		97,718
Salmat, Ltd.	36,428		82,253
Sedgman, Ltd.	31,139		12,430
Seek, Ltd.	92,860		206,126
Select Harvests, Ltd.	613		1,244
Servcorp, Ltd.	500		1,005
Seven Network, Ltd.	103,291		513,810
Sigma Pharmaceuticals, Ltd.	599,674		460,458
Silex Systems, Ltd. (a)	34,936		71,618
Sino Gold Mining, Ltd. (a)	149,849		525,086
SMS Management & Technology, Ltd.	27,181		34,060
Spotless Group, Ltd.	124,612		246,116
St. Barbara, Ltd. (a)	577,055		127,864
Sunland Group, Ltd.	119,382		62,513
Super Cheap Auto Group, Ltd.	5,683		10,648
Tap Oil, Ltd.	38,500		20,641

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Australia—(Continued)
Tassal Group, Ltd.	58,122	$	82,551
Technology One, Ltd.	31,491		17,524
Ten Network Holdings, Ltd.	56,093		45,974
Thakral Holdings Group (REIT)	143,461		42,416
The Reject Shop, Ltd.	12,719		89,352
Timbercorp, Ltd.	175,921		15,429
Tower Australia Group, Ltd.	150,120		267,471
Tox Free Solutions, Ltd. (a)	3,740		3,006
Transfield Services Infrastructure Fund	78,626		62,785
Transfield Services, Ltd.	93,084		119,091
Transpacific Industries Group, Ltd.	110,525		253,315
UXC, Ltd.	42,310		14,960
WDS, Ltd.	44,893		21,347
Western Areas NL	38,309		89,132
White Energy Co., Ltd. (a)	24,864		34,728
Whitehaven Coal, Ltd.	67,049		67,504
WHK Group, Ltd.	45,615		28,359
Wide Bay Australia, Ltd.	4,474		22,187
Wotif.com Holdings, Ltd.	56,700		147,959
			14,333,138
Austria—1.4%
A-TEC Industries AG	1,749		16,436
Agrana Beteiligungs AG	1,493		77,019
Andritz AG	17,975		459,439
Austrian Airlines AG (a)	29,181		163,489
bwin Interactive Entertainment AG (a)	12,484		232,987
BWT AG	1,528		23,596
Constantia Packaging AG	834		25,875
EVN AG	14,942		231,172
Flughafen Wien AG	6,704		299,754
Intercell AG (a)	15,606		478,490
Lenzing AG	164		38,170
Mayr Melnhof Karton AG	5,541		391,892
Oberbank AG	164		10,091
Oesterreichische Post AG	25,181		845,679
Palfinger AG	6,603		105,365
RHI AG (a)	11,236		177,878
Rosenbauer International AG	555		17,187
Schoeller-Bleckmann Oilfield Equipment AG	4,650		144,159
Wienerberger AG	55,587		928,307
Wolford AG	856		14,451
Zumtobel AG	19,980		156,971
			4,838,407
Belgium—1.4%
Ackermans & van Haaren NV	10,960		560,474
AGFA-Gevaert NV	84,703		221,231
Banque Nationale de Belgique	55		188,590
Bekaert S.A.	7,259		490,797
Compagnie d’Entreprises CFE	3,390		138,751
Compagnie Immobiliere de Belgique S.A.	623		13,036
Deceuninck NV	4,353		16,020
Econocom Group	3,742		33,552
Elia System Operator S.A.	1,534		52,480
Euronav NV	13,893		190,623

Security Description	Shares	Value*
Belgium—(Continued)
EVS Broadcast Equipment S.A.	4,586	$	163,504
Exmar NV	1,750		17,578
IRIS	560		28,293
Kinepolis	1,629		37,367
Melexis NV	5,734		40,024
Omega Pharma S.A.	9,000		340,008
RealDolmen Str VV	7,042		1,471
Recticel S.A.	2,600		14,768
Sipef S.A.	1,740		45,205
Telenet Group Holding NV (a)	31,400		539,505
Umicore S.A.	79,282		1,564,358
Van de Velde	2,138		71,510
			4,769,145
Bermuda—1.3%
BW GAS, Ltd. (NOK) (a)	24,037		37,268
BW Offshore, Ltd. (NOK) (a)	37,000		22,976
C C Land Holdings, Ltd. (HKD)	821,000		208,761
Catlin Group, Ltd. (GBP)	214,309		1,340,987
Chevalier International Holdings, Ltd. (HKD)	2,000		1,046
China WindPower Group, Ltd. (HKD) (a)	1,800,000		48,327
Chow Sang Sang Holding (HKD)	108,000		56,063
Coslight Technology International (HKD)	112,000		49,298
Fong’s Industries Co., Ltd. (HKD)	2,000		323
Giordano International, Ltd. (HKD)	798,000		201,748
Glorious Sun Enterprises, Ltd. (HKD)	134,000		33,816
Great Eagle Holdings, Ltd. (HKD)	206,000		230,319
Hi Sun Technology China, Ltd. (HKD) (a)	276,000		24,511
Hiscox, Ltd. (GBP)	285,011		1,399,420
Hongkong Chinese, Ltd. (HKD)	204,000		18,871
Huscoke Resources Holdings, Ltd. (HKD) (a)	50,000		3,688
Hutchison Harbour Ring, Ltd. (HKD)	2,020,000		141,127
Integrated Distribution Services Group (HKD)	55,000		60,658
Johnson Electric Holdings, Ltd. (HKD)	356,000		60,380
K Wah International Holdings, Ltd. (HKD)	624,000		101,978
Luk Fook Holdings International, Ltd. (HKD)	82,000		21,498
Midland Holdings, Ltd. (HKD)	306,000		109,993
Pacific Century Premium Development, Ltd. (HKD)	40,000		9,119
Public Financial Holdings, Ltd. (HKD)	166,000		62,361
Road King Infrastructure (HKD)	176,000		65,990
Shanghai Zendai Property, Ltd. (HKD) (a)	510,000		7,666
SmarTone Telecommunications Holding, Ltd. (HKD)	134,500		100,150
TAI Cheung Holdings (HKD)	250,000		94,011
Texwinca Holdings, Ltd. (HKD)	294,000		125,712
Victory City International Holdings (HKD)	50,000		3,294
			4,641,359
Canada—6.0%
Aastra Technologies, Ltd. (a)	8,200		78,978
Absolute Software Corp. (a)	19,254		51,625
Aecon Group, Inc.	30,500		271,770
AGF Management, Ltd.	46,400		357,068
Akita Drilling, Ltd.	2,003		10,303
Alamos Gold, Inc.	5,700		40,401
Altius Minerals Corp.	7,200		26,945
Anderson Energy, Ltd. (a)	13,693		12,756

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Canada—(Continued)
Andrew Peller, Ltd.	300	$	1,762
Antrim Energy, Inc. (a)	81,000		28,542
Anvil Mining, Ltd.	18,700		16,360
Aquiline Resources, Inc.	1,300		1,822
Atrium Innovations, Inc.	15,700		164,313
ATS Automation Tooling Systems, Inc.	7,300		29,567
Augusta Resource Corp. (a)	30,800		13,473
Aurizon Mines, Ltd.	1,200		3,878
Aurora Energy Resources, Inc. (a)	3,200		4,666
Axia NetMedia Corp. (a)	16,400		23,248
Ballard Power Systems, Inc. (a)	57,149		62,033
Bankers Petroleum, Ltd. (a)	96,200		57,665
Bioms Medical Corp. (a)	11,443		32,443
BioteQ Environmental Tech, Inc. (a)	800		253
Birchcliff Energy, Ltd.	52,400		214,354
BMTC Group, Inc.	700		9,929
Boralex, Inc. (a)	2,889		17,669
Breaker Energy, Ltd. (a)	8,464		34,967
Calfrac Well Services, Ltd.	10,400		73,293
Calvalley Petroleums, Inc. (a)	17,253		18,867
Canaccord Capital, Inc.	27,230		89,112
Canada Bread Co., Ltd.	100		3,755
Canadian Hydro Developers, Inc. (a)	71,200		171,872
Canadian Superior Energy, Inc. (a)	38,649		37,569
Canadian Western Bank	30,200		302,856
Canam Group, Inc.	12,798		68,940
Canfor Corp. (a)	62,500		384,771
Cangene Corp. (a)	5,569		26,616
Capstone Mining Corp. (a)	26,700		19,682
Cardiome Pharma Corp. (a)	28,600		129,505
Cascades, Inc.	13,500		37,618
Catalyst Paper Corp.	2,500		608
CCL Industries	4,000		81,004
CE Franklin, Ltd. (a)	1,700		6,066
Celtic Exploration, Ltd.	12,900		131,769
Clairvest Group, Inc.	200		2,106
Coalcorp Mining, Inc. (a)	17,000		2,685
COM DEV International, Ltd. (a)	24,331		62,281
Comaplex Minerals Corp.	3,200		8,010
Compton Petroleum Corp. (a)	54,500		41,057
Computer Modelling Group, Ltd.	5,000		27,744
Connacher Oil & Gas, Ltd. (a)	126,000		75,529
Constellation Software, Inc.	313		6,529
Corby Distilleries, Ltd.	641		7,975
Corridor Resources, Inc. (a)	31,992		57,531
Corus Entertainment, Inc. (a)	45,500		514,893
Cott Corp. (a)	27,052		33,746
Crew Energy, Inc.	37,600		161,426
Crystallex International Corp.	2,000		308
Dalsa Corp.	4,390		24,893
Delphi Energy Corp.	1,100		882
Denison Mines Corp. (a)	107,800		127,491
Dorel Industries, Inc.	18,000		408,262
Dundee Precious Metals, Inc.	1,500		1,810
Eastern Platinum, Ltd. (a)	117,500		31,885
easyhome, Ltd.	1,900		14,621
EGI Financial Holdings, Inc.	900		4,921

Security Description	Shares	Value*
Canada—(Continued)
Enghouse Systems, Ltd.	1,309	$	4,666
Equinox Minerals, Inc.	29,600		32,609
Equitable Group, Inc.	5,801		55,214
Etruscan Resources, Inc.	3,000		1,264
Evertz Technologies, Ltd.	9,079		101,123
Exco Technologies, Ltd.	4,100		3,753
Exfo Electro Optical Engineering, Inc. (a)	1,263		3,980
Fairborne Energy, Ltd.	29,900		141,689
FirstService Corp. (a)	10,500		136,002
Flint Energy Services, Ltd. (a)	21,500		122,608
Galleon Energy, Inc.	41,400		171,033
Gennum Corp.	5,450		16,335
Glacier Media, Inc. (a)	9,600		16,719
Glentel, Inc.	1,465		8,900
Gluskin Sheff & Associates, Inc.	3,985		23,726
Grande Cache Coal Corp. (a)	38,400		26,751
Great Basin Gold, Ltd. (a)	96,700		122,980
Great Canadian Gaming Corp. (a)	44,800		131,007
Hanfeng Evergreen, Inc. (a)	20,000		91,211
Harry Winston Diamond Corp.	26,500		120,640
Hemisphere GPS, Inc. (a)	26,200		29,712
Heroux-Devtek, Inc. (a)	15,800		35,708
Highpine Oil & Gas, Ltd. (a)	34,500		146,719
Home Capital Group, Inc.	15,600		250,207
HudBay Minerals, Inc. (a)	115,200		285,550
IAMGOLD Corp.	192,600		1,185,711
Imax Corp. (a)	6,740		30,083
Inmet Mining Corp.	28,900		458,373
Intermap Technologies Corp. (a)	10,468		16,196
International Forest Products, Ltd.	5,500		7,574
International Royalty Corp.	2,000		2,722
Intertape Polymer Group, Inc.	1,800		1,589
Iteration Energy, Ltd. (a)	84,100		93,331
Ivanhoe Energy, Inc. (a)	47,689		22,405
Ivanhoe Mines, Ltd. (a)	129,100		341,966
Kaboose, Inc. (a)	5,500		1,559
Kingsway Financial Services, Inc.	32,000		166,934
Kirkland Lake Gold, Inc.	100		360
Lake Shore Gold Corp.	2,000		2,301
Laurentian Bank of Canada	12,800		357,716
Le Chateau, Inc.	1,102		6,650
Leon’s Furniture, Ltd.	5,766		42,036
Linamar Corp.	30,800		92,313
Logibec Groupe Informatique, Ltd. (a)	3,700		40,312
MacDonald Dettwiler & Associates, Ltd. (a)	18,500		326,691
Major Drilling Group International	12,900		130,620
Maple Leaf Foods, Inc.	33,500		300,401
Martinrea International, Inc. (a)	19,700		36,065
Maxim Power Corp. (a)	1,800		3,499
MDC Partners, Inc.	1,800		5,541
MDS, Inc.	31,400		192,037
Mega Uranium, Ltd. (a)	92,800		57,883
Methanex Corp.	62,400		692,491
Migao Corp. (a)	21,800		100,656
Miranda Technologies, Inc. (a)	9,673		51,950
Mosaid Technologies, Inc.	3,690		25,407
Neo Material Technologies, Inc. (a)	50,900		52,364

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Canada—(Continued)
Norbord, Inc.	48,400	$	27,444
North American Palladium, Ltd.	10,400		18,618
Nova Chemicals Corp.	47,400		224,617
NuVista Energy, Ltd. (a)	41,500		290,113
Oilexco, Inc. (a)	115,200		26,595
OPTI Canada, Inc.	49,200		71,738
Paladin Labs, Inc. (a)	1,098		10,602
PAN American Silver Corp. (a)	40,600		690,973
Paramount Resources, Ltd.	18,900		105,179
Parkbridge Lifestyles Communities, Inc. (a)	2,527		5,424
Pason Systems, Inc.	21,400		243,556
Patheon, Inc. (a)	22,085		39,536
Petrolifera Petroleum, Ltd. (a)	13,385		11,385
Platinum Group Metals, Ltd.	8,100		12,204
Points International, Ltd.	2,000		721
ProEx Energy, Ltd. (a)	28,500		258,566
Pulse Data, Inc.	7,964		9,483
QLT, Inc. (a)	26,200		61,972
Quadra Mining, Ltd.	20,400		46,104
Quebecor, Inc.	22,800		362,547
Quest Capital Corp.	36,768		25,614
Questerre Energy Corp. (a)	63,900		104,559
Reitmans Canada, Ltd.	31,000		292,548
Richelieu Hardware, Ltd.	1,900		26,903
Samuel Manu-Tech, Inc.	100		486
Savanna Energy Services Corp.	35,500		230,053
Sceptre Investment Counsel, Ltd.	1,403		6,080
SEMAFO, Inc. (a)	31,000		30,134
ShawCor, Ltd.	12,500		186,411
Sherritt International Corp.	213,000		545,225
Shore Gold, Inc.	28,000		10,207
Sierra Wireless, Inc. (a)	17,600		100,795
Silver Standard Resources, Inc. (a)	33,900		534,107
Silvercorp Metals, Inc.	66,200		139,961
Softchoice Corp. (a)	5,900		11,518
Stantec, Inc. (a)	22,400		547,072
Stella-Jones, Inc.	1,000		13,285
Storm Exploration, Inc. (a)	8,054		90,163
SunOpta, Inc. (a)	24,071		37,632
SXC Health Solutions Corp. (a)	8,632		159,005
Tanzanian Royalty Exploration Corp.	15,000		63,791
The Cash Store Financial Services, Inc.	3,238		14,098
The Churchill Corp. (a)	9,000		52,418
The Descartes Systems Group, Inc. (a)	19,100		55,080
The Forzani Group, Ltd.	11,600		67,467
Theratechnologies, Inc. (a)	18,794		30,448
Thompson Creek Metals Co., Inc. (a)	82,900		329,048
Timminco, Ltd.	45,700		130,677
Torstar Corp.	21,500		145,772
Transcontinental, Inc.	42,400		341,742
Transglobe Energy Corp. (a)	18,755		44,514
Transition Therapeutics, Inc.	800		3,072
Trican Well Service, Ltd.	64,600		416,538
Trinidad Drilling, Ltd.	41,100		148,819
TriStar Oil & Gas, Ltd. (a)	65,500		623,431
TUSK Energy Corp. (a)	41,679		31,061
Uex Corp. (a)	80,900		43,251

Security Description	Shares	Value*
Canada—(Continued)
Uni-Select, Inc.	1,024	$	19,020
Uranium One, Inc. (a)	279,600		405,414
UTS Energy Corp. (a)	283,100		183,459
Vecima Networks, Inc. (a)	2,500		13,771
Vector Aerospace Corp.	400		1,060
Verenex Energy, Inc. (a)	10,029		55,649
Vero Energy, Inc. (a)	12,500		55,083
Virginia Mines, Inc. (a)	2,335		7,566
Webtech Wireless, Inc.	1,800		1,385
West Energy, Ltd. (a)	21,947		33,067
West Fraser Timber Co., Ltd.	13,000		334,872
Western Financial Group, Inc.	13,359		19,587
Westport Innovations, Inc. (a)	13,195		66,803
Wi-Lan, Inc. (a)	38,724		50,189
Winpak, Ltd.	2,900		17,407
Xtreme Coil Drilling Corp. (a)	5,600		6,986
ZCL Composites, Inc.	6,881		25,473
			21,140,273
Cayman Islands—0.3%
China Metal International Holdings, Inc. (HKD)	258,000		29,036
Daphne International Holdings, Ltd. (HKD)	516,000		84,408
Far East Consortium (HKD)	609,000		83,769
HKR International, Ltd. (HKD)	488,000		106,976
Lee & Man Paper Manufacturing, Ltd. (HKD)	389,600		192,911
New World China Land, Ltd. (HKD)	853,600		261,995
Norstar Founders Group, Ltd. (HKD)	120,000		14,761
Sa Sa International Holdings, Ltd. (HKD)	260,000		65,005
The Ming An Holdings Co., Ltd. (HKD)	312,000		31,567
Truly International Holdings (HKD)	84,000		45,055
Xinyi Glass Holdings Co., Ltd. (HKD)	426,000		115,183
Yip’s Chemical Holdings, Ltd. (HKD)	116,000		31,431
			1,062,097
Cyprus—0.1%
Prosafe Production Public, Ltd. (NOK) (a)	137,500		220,239
Denmark—0.6%
Alm Brand A/S (a)	6,225		81,199
Amagerbanken A/S	8,900		33,221
Auriga Industries	11,400		196,638
Bang & Olufsen A/S	5,400		60,824
Bavarian Nordic A/S (a)	2,907		73,231
BoConcept Holding A/S	228		4,229
Capinordic AS (a)	51,241		29,111
Dalhoff, Larsen & Horneman A/S	4,113		20,368
East Asiatic Co., Ltd. A/S	2,971		100,991
Fionia Bank A/S	6,891		27,483
GN Store Nord	150,500		293,797
Harboes Bryggeri A/S	1,454		26,343
IC Companys A/S	4,584		36,480
NeuroSearch A/S	5,847		151,275
Parken Sport & Entertainment A/S	218		16,542
PER Aarsleff A/S	822		56,105
Ringkjoebing Landbobank A/S	850		50,205
Royal UNIBREW A/S	507		11,376

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Denmark—(Continued)
Satair A/S	933	$	19,713
Schouw & Co.	7,163		109,139
SimCorp A/S	2,760		311,845
Solar Holdings A/S	1,561		57,673
Spar Nord Bank A/S	6,292		50,993
Thrane & Thrane A/S	1,621		47,634
TK Development (a)	17,200		66,471
TopoTarget A/S	24,670		17,053
Vestjysk Bank A/S	3,112		26,819
			1,976,758
Finland—2.6%
Alma Media	28,417		196,171
Amer Sports Oyj	7,654		57,768
Aspo Oyj	6,767		38,110
Atria, Plc.	2,465		40,109
BasWare Oyj	2,480		22,838
Comptel, Plc.	40,187		38,862
Elcoteq SE	17,212		29,242
Elisa Oyj	96,558		1,671,357
F-Secure Oyj	51,681		136,146
Finnlines Oyj	8,374		75,365
Fiskars Oyj	14,230		138,839
HKScan Oyj	7,897		48,893
Ilkka-Yhtyma Oyj	1,544		15,485
Kesko Oyj	54,055		1,354,620
Lemminkainen Oyj	2,897		52,584
Olvi Oyj	3,420		74,484
Oriola-KD Oyj	43,612		79,760
Orion Oyj (Series A)	13,393		226,195
Orion Oyj (Series B)	61,106		1,034,463
Outokumpu Oyj	17,621		207,050
PKC Group Oyj	12,102		55,033
Pohjola Bank, Plc.	83,114		1,151,038
Poyry Oyj	21,608		238,534
Raisio, Plc.	52,300		107,680
Ramirent Oyj	63,927		292,507
Rapala VMC Oyj	7,700		37,682
Rautaruukki Oyj	12,570		216,634
Ruukki Group Oyj	134,022		215,196
Sanoma Oyj	7,185		93,211
Scanfil Oyj	10,528		29,910
Talentum Oyj	17,316		45,148
Tecnomen Oyj (a)	46,505		54,716
Tietoenator Oyj	45,067		491,398
Uponor Oyj	28,470		308,882
Vaisala Oyj	3,399		105,333
Wartsila Oyj	11,156		331,971
			9,313,214
France—5.5%
Alten, Ltd. (a)	8,989		191,246
Altran Technologies S.A. (a)	59,861		228,078
April Group	5,915		149,294
Assystem	9,046		70,364
Atos Origin S.A.	9,623		241,524

Security Description	Shares	Value*
France—(Continued)
Audika	2,239	$	49,325
Beneteau S.A.	21,876		206,974
Boiron S.A.	3,639		87,751
Bonduelle S.C.A.	1,948		159,523
Bongrain S.A.	1,234		82,088
Bourbon S.A.	15,850		401,245
Bull S.A. (a)	38,888		62,568
Canal Plus	35,005		201,517
Carbone Lorraine	9,076		226,536
Cegedim S.A.	575		28,398
Cegid Group	1,784		19,708
Cie Generale de Geophysique-Veritas (a)	79,946		1,193,766
Ciments Francais S.A.	6,230		525,696
Club Mediterranee (a)	10,058		168,839
Delachaux S.A.	1,552		95,869
Derichebourg	85,897		194,795
EDF Energies Nouvelles S.A.	11,670		412,966
Electricite de Strasbourg	88		10,270
Entrepose Contracting	219		12,026
Etablissements Maurel et Prom	56,627		649,583
Euler Hermes S.A.	9,804		480,181
Euro Disney S.C.A. (a)	12,177		61,265
Fimalac	5,514		171,991
Fleury Michon S.A.	55		1,913
GFI Informatique	25,757		92,484
GIFI	328		15,960
GL Events	3,491		63,157
Groupe Eurotunnel S.A.	80,399		433,862
Groupe Steria S.C.A.	17,405		194,735
Guerbet	570		85,187
Guyenne et Gascogne S.A.	1,147		98,250
IMS-International Metal Service	9,743		125,817
Infogrames Entertainment S.A. (a)	8,773		49,663
Ingenico	15,941		248,384
Inter Parfums S.A.	234		5,881
IPSOS	13,758		370,190
Kaufman & Broad S.A.	2,689		29,849
Korian	1,552		39,832
Laurent-Perrier	1,269		104,256
Lectra	6,736		30,434
LISI	2,049		70,165
LVL Medical Groupe S.A. (a)	3,308		40,021
M6-Metropole Television	39,087		756,303
Manitou BF S.A.	5,232		59,386
Meetic (a)	5,080		74,534
Naturex	239		8,680
Neopost S.A.	9,432		853,722
Nexans S.A.	6,440		384,630
Norbert Dentressangle	1,639		62,774
NRJ Groupe	19,172		140,771
Orpea (a)	8,696		314,279
Pierre & Vacances	3,267		173,563
Rallye S.A.	10,003		226,032
Recylex S.A. (a)	9,886		34,632
Remy Cointreau S.A.	13,939		577,533
Rexel S.A.	52,688		350,965
Rhodia S.A.	12,820		81,251

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
France—(Continued)
Robertet S.A.	14	$	1,403
Rubis	3,574		225,142
S.O.I.T.E.C. (a)	51,917		231,989
Saft Groupe S.A. (a)	13,935		376,475
Samse S.A.	24		1,835
SEB S.A.	17,139		514,384
Sechilienne-Sidec	8,474		379,332
SeLoger.com (a)	7,313		106,920
SMTPC	219		6,119
Societe Manutan	64		2,765
Société BIC S.A.	9,569		549,798
Somfy S.A.	75		11,919
Sopra Group S.A.	2,210		76,962
Stallergenes	3,373		179,844
STEF-TFE	599		27,656
Sucriere de Pithiviers-Le-Vieil	2		1,282
Synergie S.A.	400		5,188
Teleperformance	31,699		883,920
UBISOFT Entertainment	28,822		563,512
Union Financiere de France BQE S.A.	1,243		35,271
Viel et Compagnie	2,379		6,944
Vilmorin & Cie	1,904		194,195
Virbac S.A.	1,074		86,543
VM Materiaux S.A.	92		4,295
Wendel	22,705		1,128,010
Zodiac S.A.	28,587		1,040,419
			19,224,603
Germany—6.4%
Aixtron AG	45,746		310,365
Augusta Technologie AG	4,492		58,854
Bauer AG	5,470		229,132
Bechtle AG	7,455		143,697
Bertrandt AG	2,364		58,127
Bilfinger Berger AG	28,716		1,519,206
Biotest AG	1,790		136,971
Borussia Dortmund GmbH & Co. KGaA (a)	20,822		34,962
Business Media China AG (a)	1,426		8,165
Carl Zeiss Meditec AG	18,224		221,495
CENTROTEC Sustainable AG (a)	1,227		18,218
Cewe Color Holding AG	2,667		52,412
Comdirect Bank AG	17,161		150,751
CropEnergies AG (a)	2,615		10,748
CTS Eventim AG	4,715		159,110
Curanum AG	16,470		89,152
DAB Bank AG	8,986		32,714
Demag Cranes AG	758		20,250
Deutsche Wohnen AG	17,124		230,058
Douglas Holding AG	19,641		886,620
Drillisch AG	29,175		71,612
Elexis AG	1,232		13,424
ElringKlinger AG	14,732		142,757
Evotec AG (a)	61,225		65,650
Fielmann AG	7,885		513,295
Freenet AG	46,549		272,890
Fuchs Petrolub AG	1,119		61,199

Security Description	Shares	Value*
Germany—(Continued)
GEA Group AG	113,627	$	1,948,325
Gerresheimer AG	15,488		424,617
Gerry Weber International AG	7,095		204,274
Gesco AG	257		15,170
GFK AG	9,067		279,421
Grenkeleasing AG	1,637		41,077
Hawesko Holding AG	570		15,605
Hochtief AG	3,487		176,902
IDS Scheer AG	12,439		105,963
Indus Holding AG	727		13,665
Infineon Technologies AG (a)	46,231		63,633
Interseroh SE	398		20,018
IVG Immobilen AG	65,030		525,672
Jenoptik AG (a)	26,072		184,163
Kizoo AG	3,469		24,942
Kontron AG	31,808		329,238
Krones AG	9,170		404,134
KWS Saat AG	1,221		192,544
Loewe AG	2,325		28,476
Manz Automation AG (a)	1,003		59,954
Medigene AG (a)	16,786		102,351
Medion AG	20,340		180,649
MLP AG	28,825		400,163
Morphosys AG (a)	9,393		248,791
MTU Aero Engines Holding AG (a)	28,674		790,204
MVV Energie AG	473		21,374
Norddeutsche Affinerie AG	686		27,260
Nordex AG	9,267		133,408
PC-Ware Information Technologies AG	2,227		50,903
Pfeiffer Vacuum Technology AG	733		48,536
QSC AG (a)	47,186		83,372
R Stahl AG	196		5,027
Rational AG	2,110		250,335
REpower Systems AG	680		106,964
Rhoen Klinikum AG	51,231		1,231,273
Roth & Rau AG (a)	639		13,729
SGL Carbon AG (a)	37,547		1,282,881
Software AG	13,227		746,732
Solar Millennium AG (a)	7,256		124,037
Stada Arzneimittel AG	44,179		1,292,146
Stratec Biomedical Systems	3,381		63,952
Suedzucker AG	54,275		829,287
Symrise AG	65,164		920,363
Takkt AG	4,447		49,797
Telegate AG	1,956		16,816
Tognum AG	28,330		361,872
United Internet AG	77,509		693,712
Versatel AG (a)	2,108		31,037
Vivacon AG	11,822		65,104
Vossloh AG	6,013		677,049
Washtec AG (a)	1,665		13,760
Wincor Nixdorf AG	20,399		972,584
			22,405,095
Greece—1.4%
Agricultural Bank of Greece	143,570		281,234
Alapis Holding Industrial & Commercial S.A.	417,691		314,900

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Greece—(Continued)
Alfa-Beta Vassilopoulos S.A.	533	$	18,876
Anek Lines S.A.	53,117		60,597
Bank of Attica	9,879		40,558
Bank of Greece	6,673		356,535
Diagnostic & Therapeutic Center of Athens Hygeia S.A.	45,280		120,691
Ellaktor S.A.	85,556		513,623
Emporiki Bank S.A.	6,781		53,879
Forthnet S.A. (a)	56,130		57,389
Fourlis Holdings S.A.	22,201		155,106
Frigoglass S.A.	12,958		61,855
GEK Terna S.A.	13,518		63,282
Hellenic Duty Free Shops S.A.	6,376		51,451
Hellenic Exchanges S.A. Holding Clearing Settlement & Registry	29,646		233,405
Hellenic Petroleum S.A.	55,854		413,412
Iaso S.A.	6,163		38,429
Intracom Holdings S.A. (a)	56,166		56,719
Lambrakis Press S.A.	7,345		21,476
Metka S.A.	7,886		72,764
Motor Oil Hellas Corinth Refineries S.A.	20,217		216,934
Mytilineos Holdings S.A.	53,011		294,738
Piraeus Port Authority	4,532		62,048
S&B Industrial Minerals S.A.	3,052		34,153
Sarantis S.A.	16,104		95,389
Singularlogic S.A.	14,779		42,180
Teletypos S.A. Mega Channel	3,647		26,518
The Athens Water Supply & Sewage Co. S.A.	18,775		133,955
Titan Cement Co. S.A.	42,064		815,993
TT Hellenic Postbank S.A.	39,882		311,728
Viohalco	14,474		82,981
			5,102,798
Hong Kong—0.6%
Allied Group, Ltd.	22,000		37,473
Asia Financial Holdings, Ltd.	300,000		81,899
Chong Hing Bank, Ltd.	52,000		62,386
Cross-Harbour Holdings, Ltd.	63,000		52,036
Dah Sing Banking Group, Ltd.	185,200		133,796
Dah Sing Financial Holdings, Ltd.	48,000		123,931
Emperor International Holdings	206,000		17,892
Fubon Bank Hong Kong, Ltd.	176,000		57,063
Galaxy Entertainment Group, Ltd. (a)	1,722,000		236,873
Hung Hing Printing Group, Ltd.	22,000		4,033
Kowloon Development Co., Ltd.	285,000		108,178
Lippo, Ltd.	122,000		23,979
Liu Chong Hing Investment	48,000		20,286
Melco International Development	491,000		163,859
Natural Beauty Bio-Technology, Ltd.	240,000		37,634
Next Media, Ltd.	62,000		7,226
Oriental Press Group	568,000		53,696
Ports Design, Ltd.	229,500		279,527
Shaw Brothers	76,000		126,049
Shui On Construction & Materials, Ltd.	48,000		37,653
Shun Tak Holdings, Ltd.	794,000		220,135
Sino-I Technology, Ltd. (a)	1,090,000		6,082

Security Description	Shares	Value*
Hong Kong—(Continued)
Techtronic Industries Co., Ltd.	144,500	$	29,048
Vitasoy International Holdings, Ltd.	294,000		131,911
Wheelock Properties, Ltd.	35,000		13,701
Wing On Co. International, Ltd.	37,000		39,244
Wonson International Holdings, Ltd. (a)	5,000,000		12,324
			2,117,914
Ireland—0.8%
C&C Group, Plc.	198,258		401,337
DCC, Plc.	33,107		475,028
Dragon Oil, Plc. (a)	121,262		276,189
FBD Holdings, Plc.	11,997		83,382
Glanbia, Plc.	33,852		98,847
Greencore Group, Plc.	89,512		117,268
IFG Group, Plc.	25,945		16,999
Independent News & Media, Plc.	276,650		159,055
Kingspan Group, Plc.	73,077		309,990
McInerney Holdings, Plc.	128,570		42,454
Paddy Power, Plc.	22,887		428,357
Smurfit Kappa Group, Plc.	10,531		26,229
The Governor & Co. of the Bank of Ireland	62,012		74,181
United Drug, Plc.	115,662		358,426
			2,867,742
Isle of Man—0.0%
Hansard Global, Plc.	5,368		12,217
Italy—3.7%
AcegasAps S.p.A.	4,880		33,589
Amplifon S.p.A.	40,752		47,639
Ansaldo STS S.p.A. (a)	28,182		397,068
Antichi Pellettieri S.p.A.	9,305		36,575
Arnoldo Mondadori Editore S.p.A.	53,051		260,162
Astaldi S.p.A.	26,266		146,246
Autogrill S.p.A.	58,900		446,037
Azimut Holding S.p.A.	54,152		291,680
Banca Finnat Euramerica S.p.A.	40,945		29,072
Banca Generali S.p.A.	17,097		66,676
Banca IFIS S.p.A.	3,121		26,967
Banca Intermobiliare S.p.A.	3,806		14,869
Banca Popolare di Milano Scarl	301,595		1,786,260
Banco di Desio e della Brianza S.p.A.	19,360		125,301
Benetton Group S.p.A.	17,138		147,350
Bonifica Ferraresi e Imprese Agricole S.p.A.	604		24,465
Brembo S.p.A.	15,672		83,303
Bulgari S.p.A.	86,907		542,602
Buzzi Unicem S.p.A.	2,688		43,933
Carraro S.p.A.	5,504		18,711
Cementir Holding S.p.A.	25,410		88,815
CIR-Compagnie Industriali Riunite S.p.A.	272,712		280,832
Credito Artigiano S.p.A.	4,685		13,033
Credito Bergamasco S.p.A.	749		24,931
Credito Emiliano S.p.A.	41,867		218,475
Davide Campari-Milano S.p.A.	82,878		560,182
Digital Multimedia Technologies S.p.A. (a)	3,021		52,575
ERG S.p.A.	37,420		449,439

*See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Italy—(Continued)
Esprinet S.p.A.	13,663	$	63,394
Eurotech S.p.A. (a)	15,434		55,168
Fastweb (a)	10,127		297,675
Fiera Milano S.p.A.	4,744		28,295
Gemina S.p.A.	405,139		210,603
Geox S.p.A.	45,002		276,073
Gewiss S.p.A.	3,256		11,902
Gruppo Editoriale L’Espresso S.p.A.	21,633		35,329
Hera S.p.A.	304,228		654,785
Impregilo S.p.A.	73,310		209,036
Indesit Co. S.p.A.	17,777		107,364
Industria Macchine Automatiche S.p.A.	3,204		59,618
Interpump Group S.p.A.	25,267		154,118
Iride S.p.A.	150,774		197,863
Italmobiliare S.p.A.	951		38,062
Juventus Football Club S.p.A. (a)	9,266		9,891
KME Group S.p.A.	46,746		29,052
Mariella Burani S.p.A.	6,116		86,850
MARR S.p.A.	6,587		49,689
Milano Assicurazioni S.p.A.	155,714		485,044
Mirato S.p.A.	2,670		17,048
Nice S.p.A. (a)	7,301		17,914
Permasteelisa S.p.A.	6,995		95,646
Piaggio & C S.p.A.	71,987		127,560
Pirelli & Co. S.p.A.	2,040,940		756,800
Poltrona Frau S.p.A.	22,268		23,740
Prysmian S.p.A. (a)	64,009		1,005,332
Recordati S.p.A.	43,040		233,489
Reno de Medici S.p.A.	38,858		8,179
Sabaf S.p.A.	947		19,852
Societa Cattolica di Assicurazioni Scrl	15,901		561,247
Societa Iniziative Autostradali e Servizi S.p.A.	29,017		180,765
Sogefi S.p.A.	12,454		21,717
Telecom Italia Media S.p.A.	247,261		30,846
Tod’s S.p.A.	6,175		260,071
Trevi Finanziaria S.p.A.	13,527		140,667
Vianini Lavori S.p.A.	1,530		8,606
Vittoria Assicurazioni S.p.A.	5,773		30,952
			12,857,029
Japan—32.7%
Achilles Corp.	66,000		96,381
ADEKA Corp.	52,100		383,859
Aderans Holdings Co., Ltd.	15,300		160,310
Advan Co., Ltd.	11,300		45,828
Aeon Fantasy Co., Ltd.	4,300		37,984
Aeon Hokkaido Corp.	4,500		16,703
Ahresty Corp.	5,800		18,559
Ai Holdings Corp.	15,400		50,327
Aica Kogyo Co., Ltd.	23,900		266,369
Aichi Corp.	12,500		48,551
Aichi Machine Industry Co., Ltd.	37,000		65,759
Aichi Maruwa Co., Ltd.	4,200		44,592
Aichi Steel Corp.	57,000		185,759
Aichi Tokei Denki Co., Ltd.	3,000		7,864
Aida Engineering, Ltd.	30,900		113,445

Security Description	Shares	Value*
Japan—(Continued)
Aigan Co., Ltd.	8,000	$	44,920
Aiphone Co., Ltd.	5,300		99,293
Airport Facilities Co., Ltd.	8,800		55,019
Aisan Industry Co., Ltd.	10,300		50,666
Akebono Brake Industry Co., Ltd.	13,800		79,305
Aloka Co., Ltd.	8,200		73,240
Alpha Systems, Inc.	1,600		41,880
Alpine Electronics, Inc.	23,700		190,061
Alps Electric Co., Ltd.	105,900		518,186
Altech Corp.	2,600		22,862
Amano Corp.	23,900		187,611
Amiyaki Tei Co., Ltd.	10		13,904
Amuse, Inc.	2,200		28,736
Ando Corp.	37,000		60,495
Anest Iwata Corp.	12,000		40,677
Anritsu Corp.	36,000		84,948
AOC Holdings, Inc.	17,300		96,167
Aohata Corp.	500		7,553
AOKI Holdings, Inc.	11,800		121,670
Aoyama Trading Co., Ltd.	35,300		561,048
Arakawa Chemical Industries, Ltd.	6,500		74,546
Araya Industrial Co., Ltd.	25,000		43,882
Ariake Japan Co., Ltd.	7,100		133,721
Arisawa Manufacturing Co., Ltd.	14,700		51,576
Aronkasei Co., Ltd.	4,000		13,532
Art Corp.	4,600		69,329
As One Corp.	4,200		81,332
Asahi Diamond Industrial Co., Ltd.	20,000		112,098
Asahi Organic Chemicals Industry Co., Ltd.	30,000		99,937
Asahi Pretec Corp.	7,400		86,455
Asahi TEC Corp. (a)	85,000		28,673
Asatsu-DK, Inc.	11,800		264,551
Ashimori Industry Co., Ltd.	25,000		27,108
ASICS Trading Co., Ltd.	800		9,044
ASKA Pharmaceutical Co., Ltd.	3,000		28,040
Asunaro Aoki Construction Co., Ltd.	2,000		9,803
Atom Corp.	4,600		15,423
Atsugi Co., Ltd.	88,000		124,597
Autobacs Seven Co., Ltd.	18,200		421,597
Avex Group Holdings, Inc.	10,000		111,299
Bando Chemical Industries, Ltd.	37,000		89,450
Bank of the Ryukyus, Ltd.	17,900		176,921
Belluna Co., Ltd.	11,950		31,849
Best Denki Co., Ltd.	29,000		93,471
Bookoff Corp.	4,500		38,824
Bunka Shutter Co., Ltd.	21,000		91,543
CAC Corp.	4,600		39,774
Calsonic Kansei Corp.	73,000		103,932
Canon Electronics, Inc.	5,600		79,656
Canon Finetech, Inc.	7,300		79,232
Carchs Co., Ltd. (a)	54,500		18,220
Catena Corp.	11,500		25,687
Cawachi, Ltd.	7,900		178,853
Central Glass Co., Ltd.	109,000		440,632
Central Security Patrols Co., Ltd.	2,000		20,005
Century Leasing System, Inc.	10,700		95,305
CFS Corp.	1,500		10,356

*See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Chino Corp.	14,000	$	32,614
Chiyoda Co., Ltd.	12,100		227,388
Chofu Seisakusho Co., Ltd.	8,800		216,656
Chori Co., Ltd.	52,000		55,481
Chubu Shiryo Co., Ltd.	12,000		94,787
Chudenko Corp.	16,400		278,492
Chuetsu Pulp & Paper Co., Ltd.	50,000		120,245
Chugai Mining Co., Ltd.	67,700		23,398
Chugai Ro Co., Ltd.	24,000		75,773
Chugoku Marine Paints, Ltd.	22,000		161,659
Chuo Denki Kogyo Co., Ltd.	8,000		52,853
Chuo Spring Co., Ltd.	5,000		16,379
CKD Corp.	33,000		127,705
Clarion Co., Ltd.	51,000		35,110
Cleanup Corp.	9,100		37,361
CMK Corp.	20,100		60,120
Co-Op Chemical Co., Ltd. (a)	14,000		34,851
Coca-Cola Central Japan Co., Ltd.	19		137,927
Colowide Co., Ltd.	14,500		86,798
Commuture Corp.	10,000		62,833
Computer Engineering & Consulting, Ltd.	4,500		41,740
COMSYS Holdings	66,000		613,408
Core Corp.	3,000		18,348
Corona Corp.	6,700		67,624
Cosel Co., Ltd.	6,700		54,014
Create Medic Co., Ltd.	1,800		16,228
Cross Plus, Inc.	1,100		13,998
CSK Holdings Corp.	43,900		239,230
CTI Engineering Co., Ltd.	4,700		36,553
Cybozu, Inc.	119		23,152
Dai Nippon Toryo Co., Ltd.	35,000		39,269
Dai-Dan Co., Ltd.	7,000		38,053
Daido Kogyo Co., Ltd.	9,000		16,528
Daido Metal Co., Ltd.	19,000		51,238
Daidoh, Ltd.	7,100		54,524
Daifuku Co., Ltd.	38,500		224,335
Daihen Corp.	46,000		178,548
Daiichi Chuo Kisen Kaisha	57,000		160,754
Daiichi Jitsugyo Co., Ltd.	20,000		58,998
Daiken Corp.	33,000		75,747
Daiki Aluminium Industry Co., Ltd.	19,000		38,238
Daiko Clearing Services Corp.	5,200		42,135
Daikoku Denki Co., Ltd.	4,200		65,258
Daikyo, Inc.	101,000		88,343
Daimei Telecom Engineering Corp.	15,000		140,264
Dainichi Co., Ltd.	2,500		17,089
Dainichiseika Color & Chemicals Manufacturing Co., Ltd.	28,000		78,218
Dainippon Screen Manufacturing Co., Ltd.	106,000		205,308
Daio Paper Corp.	43,000		534,228
Daiseki Co., Ltd.	12,600		238,779
Daiso Co., Ltd.	27,000		78,178
Daisyo Corp.	2,100		31,047
Daiwa Industries, Ltd.	18,000		61,838
Daiwa Seiko, Inc.	28,000		40,352
Daiwabo Co., Ltd.	41,000		188,442
DC Co., Ltd.	5,600		19,925

Security Description	Shares	Value*
Japan—(Continued)
DCM Japan Holdings Co., Ltd.	34,600	$	245,761
Denki Kagaku Kogyo K.K.	271,000		662,976
Denki Kogyo Co., Ltd.	15,000		94,068
Denyo Co., Ltd.	10,700		77,203
Descente, Ltd.	18,000		86,003
Disco Corp.	9,000		185,538
DMW Corp.	700		10,024
Doshisha Co., Ltd.	4,600		62,961
Dowa Holdings Co., Ltd.	154,000		566,489
DTS Corp.	7,400		69,726
Dwango Co., Ltd.	26		48,979
Dydo Drinco, Inc.	4,300		136,572
eAccess, Ltd.	489		307,779
Eagle Industry Co., Ltd.	13,000		45,963
Earth Chemical Co., Ltd.	3,600		106,011
EBARA Corp.	226,000		522,390
EDION Corp.	45,600		224,968
Eiken Chemical Co., Ltd.	7,500		57,784
Eizo Nanao Corp.	6,800		110,800
Elpida Memory, Inc. (a)	67,000		410,786
Enplas Corp.	6,700		75,416
Epson Toyocom Corp.	32,000		60,138
ESPEC Corp.	8,800		55,192
Exedy Corp.	17,400		173,859
Falco Biosystems, Ltd.	1,700		14,865
Fancl Corp.	15,700		209,245
FDK Corp. (a)	42,000		51,913
Foster Electric Co., Ltd.	7,200		55,864
FP Corp.	5,200		258,770
France Bed Holdings Co., Ltd.	53,000		84,592
Fudo Tetra Corp.	61,400		36,569
Fuji Co., Ltd./Ehime	4,400		89,377
Fuji Corp., Ltd.	12,200		33,455
Fuji Kiko Co., Ltd.	12,000		9,631
Fuji Kyuko Co., Ltd.	18,000		86,089
Fuji Oil Co., Ltd.	27,300		385,839
Fuji Soft, Inc.	12,700		269,490
Fujibo Holdings, Inc.	30,000		30,805
Fujico Co., Ltd.	8,000		104,647
Fujikura Kasei Co., Ltd.	9,600		49,881
Fujikura, Ltd.	216,000		711,768
Fujita Kanko, Inc.	30,000		158,867
Fujitec Co., Ltd.	37,000		133,760
Fujitsu Business Systems, Ltd.	6,400		100,263
Fujitsu Frontech, Ltd.	7,400		60,006
Fujitsu General, Ltd.	18,000		32,920
Fujiya Co., Ltd. (a)	33,000		44,306
Fukuda Corp.	20,000		35,425
Fukushima Industries Corp.	1,700		14,560
Fumakilla, Ltd.	8,000		29,931
Funai Consulting Co., Ltd.	6,200		32,968
Funai Electric Co., Ltd.	10,500		217,221
Furukawa Battery Co., Ltd. (a)	8,000		87,308
Furukawa Co., Ltd.	111,000		114,428
Furukawa-Sky Aluminum Corp.	39,000		94,180
Furusato Industries, Ltd.	3,900		41,884
Fuso Pharmaceutical Industries, Ltd.	24,000		77,845

*See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Futaba Corp.	20,900	$	264,856
Futaba Industrial Co., Ltd.	27,800		108,434
Future Architect, Inc.	68		26,705
Fuyo General Lease Co., Ltd.	8,100		157,830
Gakken Co., Ltd.	43,000		63,830
Gecoss Corp.	4,000		22,053
Genki Sushi Co., Ltd.	2,200		30,230
Geo Corp.	118		97,216
GMO internet, Inc.	14,200		73,387
Godo Steel, Ltd.	68,000		190,495
Goldcrest Co., Ltd.	9,430		235,715
Goldwin, Inc. (a)	20,000		35,706
Gourmet Kineya Co., Ltd.	1,000		7,831
Green Hospital Supply, Inc.	107		47,387
GS Yuasa Corp.	134,000		807,428
Gulliver International Co., Ltd.	1,770		30,440
Gun-Ei Chemical Industry Co., Ltd.	20,000		47,779
Gunze, Ltd.	113,000		372,146
Hakuto Co., Ltd.	7,800		69,936
Hakuyosha Co., Ltd.	2,000		6,093
Hanwa Co., Ltd.	113,000		358,433
Happinet Corp.	3,400		55,246
Harashin Narus Holdings Co., Ltd.	2,200		24,859
Harima Chemicals, Inc.	2,000		9,548
Haseko Corp.	562,000		597,065
Hazama Corp.	41,900		37,808
Heiwa Corp.	24,500		246,790
Heiwa Real Estate Co., Ltd.	71,500		186,312
Heiwado Co., Ltd.	15,400		248,565
Hibiya Engineering, Ltd.	9,000		79,045
Hikari Tsushin, Inc.	12,700		244,103
HIS Co., Ltd.	6,400		132,947
Hitachi Business Solution Co., Ltd.	900		5,797
Hitachi Cable, Ltd.	107,000		241,078
Hitachi Information Systems, Ltd.	9,300		192,907
Hitachi Koki Co., Ltd.	29,700		249,532
Hitachi Kokusai Electric, Inc.	32,000		169,461
Hitachi Maxell, Ltd.	27,200		253,895
Hitachi Medical Corp.	2,000		20,360
Hitachi Metals Techno, Ltd.	2,000		8,926
Hitachi Plant Technologies, Ltd.	34,000		127,795
Hitachi Software Engineering Co., Ltd.	11,800		182,492
Hitachi Systems & Services, Ltd.	3,700		38,569
Hitachi Tool Engineering, Ltd.	8,100		60,355
Hitachi Zosen Corp. (a)	323,000		294,973
Hochiki Corp.	8,000		66,149
Hodogaya Chemical Co., Ltd.	35,000		67,671
Hogy Medical Co., Ltd.	4,400		303,147
Hohsui Corp.	12,000		11,234
Hokkaido Gas Co., Ltd.	12,000		35,235
Hokkan Holdings, Ltd.	9,000		27,826
Hokko Chemical Industry Co., Ltd.	4,000		13,005
Hokuetsu Paper Mills, Ltd.	60,500		370,126
Hokuriku Electric Industry Co., Ltd.	22,000		42,937
Hokuriku Electrical Construction Co., Ltd.	1,000		3,796
Hokuto Corp.	9,000		255,527
Honshu Chemical Industry Co., Ltd.	2,000		13,172

Security Description	Shares	Value*
Japan—(Continued)
Horiba, Ltd.	14,100	$	195,920
Horipro, Inc.	3,500		38,857
Hosiden Corp.	28,000		442,606
Hosokawa Micron Corp.	14,000		55,401
Howa Machinery, Ltd.	36,000		25,922
I-Net Corp.	3,200		17,783
IBJ Leasing Co., Ltd.	6,400		116,155
Ichikawa Co., Ltd.	2,000		6,788
Ichikoh Industries, Ltd.	18,000		26,134
Ichinen Holdings Co., Ltd.	7,000		40,787
Ichiyoshi Securities Co., Ltd.	10,300		82,452
Icom, Inc.	4,200		89,456
Idec Corp.	8,400		86,333
Ihara Chemical Industry Co., Ltd.	11,000		35,317
Iino Kaiun Kaisha, Ltd.	26,000		168,969
Imasen Electric Industrial	7,100		40,834
Imperial Hotel, Ltd.	650		15,161
Inaba Denki Sangyo Co., Ltd.	6,000		162,524
Inaba Seisakusho Co., Ltd.	4,000		44,750
Inabata & Co., Ltd.	23,700		74,685
Ines Corp.	14,100		71,595
Information Services International-Dentsu, Ltd.	4,900		31,742
Inui Steamship Co., Ltd.	6,500		49,069
Invoice, Inc.	4,571		20,695
Ise Chemical Corp.	1,000		4,139
Iseki & Co., Ltd.	77,000		239,377
Ishihara Sangyo Kaisha, Ltd. (a)	154,000		130,930
Ishii Hyoki Co., Ltd.	1,800		34,304
Itochu Enex Co., Ltd.	23,600		166,526
Itochu-Shokuhin Co., Ltd.	1,800		69,647
Itoham Foods, Inc.	74,000		268,069
Itoki Corp.	16,300		51,857
Iwasaki Electric Co., Ltd.	34,000		60,163
IWATANI Corp.	76,000		189,676
Iwatsu Electric Co., Ltd.	37,000		42,831
Izumiya Co., Ltd.	44,000		287,355
J-Oil Mills, Inc.	38,000		157,843
Jalux, Inc.	2,000		31,355
Janome Sewing Machine Co., Ltd.	88,000		38,641
Japan Airport Terminal Co., Ltd.	27,900		375,155
Japan Aviation Electronics Industry, Ltd.	27,000		113,044
Japan Carlit Co., Ltd.	7,000		29,918
Japan Cash Machine Co., Ltd.	6,400		60,130
Japan Digital Laboratory Co., Ltd.	9,200		98,669
Japan Pulp & Paper Co., Ltd.	33,000		108,616
Japan Radio Co., Ltd.	36,000		54,890
Japan Transcity Corp.	23,000		101,901
Japan Vilene Co., Ltd.	15,000		70,039
Jastec Co., Ltd.	5,100		30,812
JBCC Holdings, Inc.	5,700		50,079
JBIS Holdings, Inc.	5,100		23,263
Jeol, Ltd.	25,000		77,311
JFE Shoji Holdings, Inc.	53,000		162,952
JK Holdings Co., Ltd.	5,600		36,587
JMS Co., Ltd.	13,000		57,106
Joban Kosan Co., Ltd.	19,000		31,230
Joint Corp.	27,600		46,384

*See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Joshin Denki Co., Ltd.	15,000	$	129,440
JSP Corp.	13,200		93,416
Juki Corp.	55,000		57,668
K’s Holdings Corp.	17,700		298,906
Kadokawa Group Holdings, Inc.	7,900		184,738
Kaga Electronics Co., Ltd.	8,500		102,599
Kagawa Bank, Ltd.	31,000		168,070
Kakaku.com, Inc.	65		252,111
Kaken Pharmaceutical Co., Ltd.	37,000		407,519
Kamei Corp.	3,000		16,222
Kanaden Corp.	4,000		23,095
Kanagawa Chuo Kotsu Co., Ltd.	10,000		60,725
Kanamoto Co., Ltd.	15,000		54,327
Kandenko Co., Ltd.	52,000		412,472
Kanematsu Corp. (a)	149,000		148,278
Kanematsu Electronics, Ltd.	6,900		60,011
Kanto Auto Works, Ltd.	15,200		174,485
Kanto Denka Kogyo Co., Ltd.	18,000		69,113
Kanto Natural Gas Development, Ltd.	12,000		76,015
Kanto Tsukuba Bank, Ltd.	25,500		88,039
Kasai Kogyo Co., Ltd.	10,000		18,646
Kasumi Co., Ltd.	13,000		71,982
Katakura Chikkarin Co., Ltd.	8,000		30,019
Katakura Industries Co., Ltd.	9,000		107,819
Kato Sangyo Co., Ltd.	7,100		121,501
Kato Works Co., Ltd.	27,000		66,674
Kawai Musical Instruments Manufacturing Co., Ltd.	30,000		28,279
Kawasaki Kinkai Kisen Kaisha	2,000		6,934
Kawasumi Laboratories, Inc.	9,000		42,018
Kayaba Industry Co., Ltd.	83,000		160,464
Keihin Corp.	25,100		182,488
Keiyo Co., Ltd.	11,000		77,846
Kenedix, Inc.	289		83,469
Kentucky Fried Chicken Japan, Ltd.	2,000		34,683
KEY Coffee, Inc.	4,900		85,982
Kimura Chemical Plants Co., Ltd.	4,900		41,608
Kinki Nippon Tourist Co., Ltd.	23,000		41,266
Kinki Sharyo Co., Ltd.	12,000		62,364
Kintetsu World Express, Inc.	7,100		139,955
Kinugawa Rubber Industrial Co., Ltd.	16,000		19,957
Kishu Paper Co., Ltd.	37,000		47,458
Kisoji Co., Ltd.	5,600		115,502
Kitagawa Iron Works Co., Ltd.	33,000		41,407
Kitano Construction Corp.	24,000		56,791
Kitz Corp.	37,000		114,577
Koa Corp.	16,100		91,701
Koatsu Gas Kogyo Co., Ltd.	17,000		94,426
Koei Co., Ltd.	8,600		90,511
Kohnan Shoji Co., Ltd.	10,300		138,851
Kohsoku Corp.	5,000		33,400
Koike Sanso Kogyo Co., Ltd.	13,000		35,852
Kojima Co., Ltd.	11,300		34,668
Kokuyo Co., Ltd.	47,000		341,834
Komatsu Seiren Co., Ltd.	3,000		14,726
Komatsu Wall Industry Co., Ltd.	2,400		30,201
Komori Corp.	36,500		399,837
Konaka Co., Ltd.	12,400		34,850

Security Description	Shares	Value*
Japan—(Continued)
Konishi Co., Ltd.	5,900	$	56,498
Kosaido Co., Ltd.	3,700		11,000
Kosei Securities Co., Ltd.	14,000		11,831
Krosaki Harima Corp.	26,000		69,443
KRS Corp.	2,700		27,460
Kumagai Gumi Co., Ltd.	81,000		40,950
Kumiai Chemical Industry Co., Ltd.	30,000		91,898
Kura Corp.	25		45,698
Kurabo Industries, Ltd.	87,000		145,505
KUREHA Corp.	65,000		324,766
Kurimoto, Ltd.	53,000		35,208
Kuroda Electric Co., Ltd.	11,800		110,741
Kyodo Printing Co., Ltd.	41,000		102,584
Kyodo Shiryo Co., Ltd.	30,000		39,065
Kyoei Tanker Co., Ltd.	13,000		37,352
Kyokuto Kaihatsu Kogyo Co., Ltd.	17,900		65,616
Kyokuyo Co., Ltd.	28,000		65,396
Kyorin Co., Ltd.	22,000		314,737
Kyoritsu Maintenance Co., Ltd.	4,000		66,634
Kyosan Electric Manufacturing Co., Ltd.	22,000		83,699
Kyoto Kimono Yuzen Co., Ltd.	44		29,205
Kyowa Electronics Instruments Co., Ltd.	6,000		20,720
Kyowa Leather Cloth Co., Ltd.	3,300		19,099
Kyudenko Corp.	20,000		164,092
Life Corp.	2,300		46,617
Lintec Corp.	22,800		316,300
Macnica, Inc.	4,500		61,400
Maeda Corp.	74,000		300,466
Maeda Road Construction Co., Ltd.	35,000		352,190
Maezawa Kasei Industries Co., Ltd.	2,500		25,245
Maezawa Kyuso Industries Co., Ltd.	5,300		85,690
Makino Milling Machine Co., Ltd.	61,000		165,848
Mandom Corp.	8,700		247,431
Mars Engineering Corp.	3,200		108,147
Marubun Corp.	10,300		44,125
Marudai Food Co., Ltd.	49,000		138,351
Maruei Department Store Co., Ltd.	20,000		45,189
Maruha Nichiro Holdings, Inc.	182,000		309,019
Maruka Machinery Co., Ltd.	3,000		18,945
Marusan Securities Co., Ltd.	22,000		111,803
Maruwn Corp.	2,200		7,130
Maruyama Manufacturing Co. Inc	18,000		35,989
Maruzen Co., Ltd. (a)	57,000		41,373
Maruzen Showa Unyu Co., Ltd.	28,000		91,709
Maspro Denkoh Corp.	6,200		61,308
Matsuda Sangyo Co., Ltd.	4,100		40,627
Matsui Construction Co., Ltd.	10,000		37,930
Matsuya Co., Ltd.	11,700		263,565
Matsuya Foods Co., Ltd.	3,700		53,213
Max Co., Ltd.	14,000		168,311
Maxvalu Tokai Co., Ltd.	4,600		79,205
MEC Co., Ltd.	4,800		15,315
Megachips Corp.	4,300		77,741
Meidensha Corp.	73,000		232,464
Meiji Shipping Co., Ltd.	8,500		40,150
Meitec Corp.	14,000		243,036
Meito Sangyo Co., Ltd.	4,900		97,719

*See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Meito Transportation Co., Ltd.	1,400	$	12,850
Meiwa Estate Co., Ltd.	10,300		51,737
Melco Holdings, Inc.	4,300		44,297
Mercian Corp.	31,000		61,540
Mikuni Coca-Cola Bottling Co., Ltd.	11,100		107,424
Milbon Co., Ltd.	3,000		84,053
Mimasu Semiconductor Industry Co., Ltd.	6,800		64,449
Minebea Co., Ltd.	178,000		611,670
Ministop Co., Ltd.	4,400		91,966
Miraca Holdings, Inc.	24,500		533,093
Misawa Homes Co., Ltd. (a)	13,200		37,181
Mito Securities Co., Ltd.	21,000		64,562
Mitsuba Corp.	18,000		65,830
Mitsubishi Cable Industries, Ltd.	47,000		42,711
Mitsubishi Kakoki Kaisha, Ltd.	22,000		59,924
Mitsubishi Paper Mills, Ltd.	124,000		293,276
Mitsubishi Pencil Co., Ltd.	6,500		78,967
Mitsubishi Steel Manufacturing Co., Ltd.	43,000		112,364
Mitsuboshi Belting Co., Ltd.	30,000		160,524
Mitsui Engineering & Shipbuilding Co., Ltd.	350,000		587,951
Mitsui High-Tec, Inc.	12,500		67,873
Mitsui Home Co., Ltd.	22,000		110,206
Mitsui Knowledge Industry Co., Ltd.	322		57,139
Mitsui Matsushima Co., Ltd.	25,000		35,648
Mitsui Mining & Smelting Co., Ltd.	322,000		680,464
Mitsui Mining Co., Ltd.	47,000		70,469
Mitsui Sugar Co., Ltd.	29,000		111,076
Mitsui-Soko Co., Ltd.	33,000		184,958
Mitsumi Electric Co., Ltd.	39,300		694,648
Mitsumura Printing Co., Ltd.	1,000		3,718
Mitsuuroko Co., Ltd.	11,000		74,716
Miura Co., Ltd.	12,500		309,337
Miyoshi Oil & Fat Co., Ltd.	30,000		43,861
Miyuki Holdings Co., Ltd.	5,000		11,150
Mizuho Investors Securities Co., Ltd.	173,000		140,839
Mizuno Corp.	32,000		153,451
Modec, Inc.	5,100		99,072
Monex Beans Holdings, Inc.	469		152,885
Mori Seiki Co., Ltd.	43,300		335,491
Morinaga & Co., Ltd.	64,000		141,684
Morinaga Milk Industry Co., Ltd.	85,000		331,004
Morita Holdings Corp.	8,000		41,178
Morozoff, Ltd.	4,000		13,915
Mory Industries, Inc.	20,000		47,968
MOS Food Services, Inc.	8,000		118,330
Moshi Moshi Hotline, Inc.	8,900		238,967
Mr Max Corp.	15,700		88,732
Mutoh Holdings Co., Ltd. (a)	21,000		49,879
Mutow Co., Ltd.	9,500		58,185
Nabtesco Corp.	44,000		294,489
Nachi-Fujikoshi Corp.	69,000		130,239
Nagatanien Co., Ltd.	6,000		55,983
Nakabayashi Co., Ltd.	17,000		36,076
Nakamuraya Co., Ltd.	9,000		51,111
Nakayama Steel Works, Ltd.	52,000		128,171
NEC Fielding, Ltd.	6,000		81,475
NEC Leasing, Ltd.	9,100		80,902

Security Description	Shares	Value*
Japan—(Continued)
NEC Mobiling, Ltd.	2,100	$	33,383
NEC Networks & System Integration Corp.	9,600		117,089
NEC Tokin Corp.	16,000		63,825
NET One Systems Co., Ltd.	191		383,666
Neturen Co., Ltd.	13,200		91,634
New Japan Radio Co., Ltd.	15,000		28,650
NHK Spring Co., Ltd.	88,000		322,843
Nice Holdings, Inc.	31,000		53,717
Nichia Steel Works, Ltd.	18,000		44,734
Nichias Corp.	37,000		92,950
Nichiban Co., Ltd.	14,000		49,951
Nichicon Corp.	28,700		183,484
Nichiha Corp.	10,500		61,892
Nichii Gakkan Co.	8,300		121,175
Nichireki Co., Ltd.	1,000		3,423
Nidec Copal Corp.	5,900		41,220
Nidec Sankyo Corp.	24,000		89,794
Nidec Servo Corp.	8,000		27,441
Nidec-Tosok Corp.	1,800		12,794
Nifco, Inc.	19,600		199,640
Nihon Chouzai Co., Ltd.	1,990		28,053
Nihon Dempa Kogyo Co., Ltd.	7,700		91,303
Nihon Kohden Corp.	15,400		366,317
Nihon Nohyaku Co., Ltd.	15,000		100,858
Nihon Parkerizing Co., Ltd.	22,000		190,793
Nihon Spindle Manufacturing Co., Ltd.	15,000		27,142
Nihon Yamamura Glass Co., Ltd.	51,000		112,102
Nikkiso Co., Ltd.	15,000		85,420
Nikko Co., Ltd.	5,000		15,467
Nippo Corp.	35,000		297,597
Nippon Beet Sugar Manufacturing Co., Ltd.	53,000		143,277
Nippon Carbon Co., Ltd.	34,000		102,244
Nippon Ceramic Co., Ltd.	6,400		62,785
Nippon Chemi-Con Corp.	57,000		121,558
Nippon Chemical Industrial Co., Ltd.	38,000		97,963
Nippon Chemiphar Co., Ltd.	10,000		31,374
Nippon Denko Co., Ltd.	27,000		139,361
Nippon Densetsu Kogyo Co., Ltd.	14,000		165,300
Nippon Denwa Shisetsu Co., Ltd.	5,000		14,863
Nippon Felt Co., Ltd.	1,500		6,966
Nippon Filcon Co., Ltd.	6,600		35,788
Nippon Fine Chemical Co., Ltd.	7,400		54,066
Nippon Flour Mills Co., Ltd.	52,000		285,545
Nippon Formula Feed Manufacturing Co., Ltd.	25,000		34,578
Nippon Gas Co., Ltd.	8,300		128,583
Nippon Hume Corp.	6,000		19,720
Nippon Kanzai Co., Ltd.	3,600		72,268
Nippon Kasei Chemical Co., Ltd.	14,000		25,634
Nippon Kayaku Co., Ltd.	88,000		458,957
Nippon Kinzoku Co., Ltd.	29,000		41,620
Nippon Koei Co., Ltd.	37,000		88,256
Nippon Konpo Unyu Soko Co., Ltd.	32,000		354,746
Nippon Koshuha Steel Co., Ltd.	34,000		32,765
Nippon Light Metal Co., Ltd.	274,000		278,558
Nippon Metal Industry Co., Ltd.	57,000		79,119
Nippon Paint Co., Ltd.	93,000		372,087
Nippon Parking Development Co., Ltd.	803		32,139

*See accompanying notes to financial statements.

MSF-16

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Nippon Pillar Packing Co., Ltd.	11,000	$	38,863
Nippon Piston Ring Co., Ltd.	28,000		27,926
Nippon Seiki Co., Ltd.	20,000		118,030
Nippon Seisen Co., Ltd.	15,000		39,768
Nippon Shinyaku Co., Ltd.	24,000		286,146
Nippon Shokubai Co., Ltd.	64,000		495,457
Nippon Signal Co., Ltd.	21,100		142,702
Nippon Soda Co., Ltd.	59,000		236,530
Nippon Steel Trading Co., Ltd.	22,000		35,311
Nippon Suisan Kaisha, Ltd.	127,400		329,296
Nippon Thompson Co., Ltd.	30,000		125,959
Nippon Valqua Industries, Ltd.	32,000		83,971
Nippon Yakin Kogyo Co., Ltd.	62,500		178,082
Nippon Yusoki Co., Ltd.	2,000		5,155
Nipro Corp.	22,000		388,097
Nishimatsu Construction Co., Ltd.	148,000		222,421
Nishimatsuya Chain Co., Ltd.	24,200		221,222
Nissan Shatai Co., Ltd.	43,000		264,115
Nissei Corp.	3,200		23,593
Nissen Holdings Co., Ltd.	14,000		76,130
Nissho Electronics Corp.	10,100		60,742
Nissin Corp.	30,000		83,275
Nissin Electric Co., Ltd.	28,000		125,269
Nissin Kogyo Co., Ltd.	17,400		129,670
Nissin Sugar Manufacturing Co., Ltd.	7,000		16,599
Nissui Pharmaceutical Co., Ltd.	2,200		18,124
Nitta Corp.	11,900		157,935
Nittan Valve Co., Ltd.	10,500		26,850
Nittetsu Mining Co., Ltd.	31,000		95,578
Nitto Boseki Co., Ltd.	132,000		263,030
Nitto Fuji Flour Milling Co., Ltd.	4,000		12,674
Nitto Kogyo Corp.	11,900		108,121
Nitto Kohki Co., Ltd.	3,800		67,443
Nitto Seiko Co., Ltd.	11,000		37,759
NOF Corp.	74,000		293,552
Nohmi Bosai, Ltd.	9,000		118,507
Nomura Co., Ltd.	19,000		54,092
Noritake Co., Ltd.	47,000		171,232
Noritsu Koki Co., Ltd.	8,700		62,922
Nosan Corp.	18,000		40,379
NS Solutions Corp.	8,800		115,140
NSD Co., Ltd.	10,900		85,744
O-M, Ltd.	8,000		28,838
Oenon Holdings, Inc.	17,000		56,047
Ohara, Inc.	4,400		35,642
Oiles Corp.	10,400		149,650
Okabe Co., Ltd.	18,600		85,198
Okamoto Industries, Inc.	29,000		115,770
Okamura Corp.	31,000		174,024
Okasan Securities Group, Inc.	88,000		385,521
Oki Electric Industry Co., Ltd.	308,000		197,313
OKK Corp.	32,000		37,343
Okuma Holdings, Inc.	81,000		304,025
Okumura Corp.	84,000		424,848
Okura Industrial Co., Ltd.	24,000		56,068
Okuwa Co., Ltd.	10,000		151,420
Olympic Corp.	9,300		69,391

Security Description	Shares	Value*
Japan—(Continued)
OMC Card, Inc.	43,900	$	85,785
ONO Sokki Co., Ltd.	9,000		39,499
Onoken Co., Ltd.	7,000		68,046
Organo Corp.	11,000		71,375
Oriental Yeast Co., Ltd.	4,000		21,180
Origin Electric Co., Ltd.	11,000		30,316
Osaka Organic Chemical Industry, Ltd.	100		469
Osaka Steel Co., Ltd.	8,300		107,827
OSAKA Titanium Technologies Co., Ltd.	8,000		201,830
Osaki Electric Co., Ltd.	11,000		71,125
OSG Corp.	33,800		288,188
Oyo Corp.	7,600		99,636
Pacific Industrial Co., Ltd.	16,000		44,633
Pacific Metals Co., Ltd.	74,000		370,477
PanaHome Corp.	37,000		220,350
Paramount Bed Co., Ltd.	7,400		100,824
Parco Co., Ltd.	32,300		295,510
Paris Miki, Inc.	8,700		81,073
Park24 Co., Ltd.	41,100		309,912
Pasco Corp. (a)	17,000		26,951
Pasona Group, Inc.	50		26,633
Penta-Ocean Construction Co., Ltd.	130,500		188,711
PIA Corp. (a)	2,000		20,987
Pigeon Corp.	6,800		203,368
Pilot Corp.	44		70,980
Piolax, Inc.	3,000		40,506
Pioneer Corp.	97,000		178,830
Press Kogyo Co., Ltd.	44,000		60,684
Prima Meat Packers, Ltd.	57,000		112,519
Pronexus, Inc.	8,100		75,263
Raito Kogyo Co., Ltd.	24,200		44,003
Rasa Industries, Ltd.	33,000		51,141
Renown, Inc. (a)	23,900		31,918
Resort Solution Co., Ltd.	1,000		2,406
Resort Trust, Inc.	11,200		125,567
Rheon Automatic Machinery Co., Ltd.	5,000		15,085
Rhythm Watch Co., Ltd.	57,000		53,309
Ricoh Leasing Co., Ltd.	6,800		123,830
Right On Co., Ltd.	4,600		74,746
Riken Corp.	38,000		90,380
Riken Keiki Co., Ltd.	7,500		50,145
Riken Technos Corp.	8,000		17,351
Riken Vitamin Co., Ltd.	100		2,893
Ringer Hut Co., Ltd.	5,200		68,321
Risa Partners, Inc.	106		50,153
Rock Field Co., Ltd.	3,800		49,976
Roland Corp.	10,200		136,528
Roland DG Corp.	3,700		55,386
Round One Corp.	200		155,250
Royal Holdings Co., Ltd.	9,000		93,994
Ryobi, Ltd.	73,000		149,008
Ryoden Trading Co., Ltd.	9,000		51,840
Ryosan Co., Ltd.	17,800		426,850
Ryoshoku, Ltd.	5,000		125,360
Ryoyo Electro Corp.	11,000		97,078
S&B Foods, Inc.	2,000		17,648
S. Foods, Inc.	2,500		22,358

*See accompanying notes to financial statements.

MSF-17

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Sagami Chain Co., Ltd.	3,000	$	31,633
Saibu Gas Co., Ltd.	82,000		230,432
Saizeriya Co., Ltd.	12,500		175,892
Sakai Chemical Industry Co., Ltd.	48,000		129,951
Sakata INX Corp.	20,000		70,900
Sakata Seed Corp.	14,600		215,313
Sala Corp.	11,000		68,115
San Holdings, Inc.	600		12,588
San-Ai Oil Co., Ltd.	22,000		97,923
Sanden Corp.	56,000		126,881
Sanei-International Co., Ltd.	5,700		56,266
Sanken Electric Co., Ltd.	53,000		208,239
Sanki Engineering Co., Ltd.	23,000		162,030
Sankyo Seiko Co., Ltd.	23,700		43,294
Sankyo-Tateyama Holdings, Inc.	127,000		119,242
Sankyu, Inc.	112,000		412,561
Sanoh Industrial Co., Ltd.	10,100		40,409
Sanrio Co., Ltd.	19,200		183,690
Sanshin Electronics Co., Ltd.	12,600		113,343
Sansui Electric Co., Ltd. (a)	316,000		21,167
Sanwa Holdings Corp.	103,000		397,529
Sanyo Chemical Industries, Ltd.	30,000		177,178
Sanyo Denki Co., Ltd.	15,000		36,499
Sanyo Housing Nagoya Co., Ltd.	25		23,353
Sanyo Shokai, Ltd.	45,000		178,734
Sanyo Special Steel Co., Ltd.	61,000		180,683
Sasebo Heavy Industries Co., Ltd.	37,000		73,377
Sato Corp.	7,500		84,840
Sato Shoji Corp.	4,600		30,018
Satori Electric Co., Ltd.	6,600		28,587
Secom Joshinetsu Co., Ltd.	900		15,955
Secom Techno Service Co., Ltd.	2,500		65,724
Seibu Electric Industry Co., Ltd.	2,000		9,352
Seika Corp.	28,000		67,625
Seikagaku Corp.	10,700		116,464
Seiko Holdings Corp.	31,000		70,113
Seino Holdings Corp.	92,000		511,830
Seiren Co., Ltd.	17,800		81,240
Sekisui Jushi Corp.	15,000		129,278
Sekisui Plastics Co., Ltd.	34,000		116,063
Senko Co., Ltd.	23,000		101,523
Senshu Electric Co., Ltd.	3,000		36,638
Senshukai Co., Ltd.	14,700		115,335
Shibaura Mechatronics Corp.	9,000		35,738
Shibuya Kogyo Co., Ltd.	1,600		14,483
Shikibo, Ltd.	49,000		70,545
Shikoku Chemicals Corp.	12,000		50,662
Shikoku Coca-Cola Bottling Co., Ltd.	6,700		63,933
Shima Seiki Manufacturing, Ltd.	10,800		213,360
Shin Nippon Air Technologies Co., Ltd.	8,100		71,769
Shin-Etsu Polymer Co., Ltd.	23,100		111,426
Shin-Keisei Electric Railway Co., Ltd.	4,000		16,346
Shin-Kobe Electric Machinery Co., Ltd.	13,000		118,137
Shinagawa Refractories Co., Ltd.	29,000		56,934
Shindengen Electric Manufacturing Co., Ltd.	35,000		63,739
Shinkawa, Ltd.	8,000		94,850
Shinki Co., Ltd.	54,100		41,492

Security Description	Shares	Value*
Japan—(Continued)
Shinko Electric Co., Ltd.	33,000	$	112,742
Shinko Electric Industries Co., Ltd.	36,600		298,648
Shinko Plantech Co., Ltd.	11,700		99,036
Shinko Shoji Co., Ltd.	9,200		87,816
Shinko Wire Co., Ltd.	10,000		18,000
Shinmaywa Industries, Ltd.	48,000		130,328
Shinsho Corp.	18,000		35,397
Shinwa Kaiun Kaisha, Ltd.	32,000		87,200
Shiroki Corp.	25,000		55,661
Shizuoka Gas Co., Ltd.	15,000		96,041
Shochiku Co., Ltd.	34,000		239,243
Shoko Co., Ltd.	27,000		32,434
Showa Aircraft Industry Co., Ltd.	1,000		4,559
Showa Corp.	26,100		92,815
Showa Sangyo Co., Ltd.	30,000		101,587
Siix Corp.	9,300		29,602
Sinanen Co., Ltd.	17,000		78,485
Sintokogio, Ltd.	25,300		173,088
SKY Perfect JSAT Holdings, Inc.	849		413,281
SMK Corp.	30,000		88,869
SNT Corp.	8,200		33,155
Soda Nikka Co., Ltd.	3,000		10,678
Sodick Co., Ltd.	26,900		42,904
Soft99 Corp.	300		1,647
Sogo Medical Co., Ltd.	2,000		69,786
Sohgo Security Services Co., Ltd.	27,000		281,364
Sorun Corp.	8,100		46,969
Sotoh Co., Ltd.	400		4,809
Space Co., Ltd.	200		1,297
SRA Holdings	4,200		31,962
SSP Co., Ltd.	20,000		133,041
ST Corp.	3,700		50,662
St. Marc Holdings Co., Ltd.	2,200		65,854
Star Micronics Co., Ltd.	14,800		156,744
Starzen Co., Ltd.	15,000		39,494
Stella Chemifa Corp.	2,400		37,558
Subaru Enterprise Co., Ltd.	1,000		3,391
Sugimoto & Co., Ltd.	1,800		18,741
Sumida Corp.	7,400		41,167
Suminoe Textile Co., Ltd.	7,000		10,137
Sumisho Computer Systems Corp.	10,300		171,373
Sumitomo Bakelite Co., Ltd.	112,000		452,541
Sumitomo Densetsu Co., Ltd.	10,500		63,601
Sumitomo Light Metal Industries, Ltd.	125,000		114,858
Sumitomo Mitsui Construction Co., Ltd. (a)	102,300		74,043
Sumitomo Osaka Cement Co., Ltd.	242,000		619,608
Sumitomo Pipe & Tube Co., Ltd.	11,100		77,407
Sumitomo Precision Products Co., Ltd.	12,000		50,264
Sumitomo Real Estate Sales Co., Ltd.	2,530		77,033
Sumitomo Seika Chemicals Co., Ltd.	20,000		60,638
Sunx, Ltd.	12,600		40,666
SWCC Showa Holdings Co., Ltd.	127,000		82,923
SxL Corp. (a)	40,000		17,546
SystemPro Co., Ltd.	50		27,077
T Hasegawa Co., Ltd.	9,100		122,590
T RAD Co., Ltd.	29,000		49,117
T-GAIA Corp.	52		71,131

*See accompanying notes to financial statements.

MSF-18

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Tachi-S Co., Ltd.	12,100	$	65,554
Tachibana Eletech Co., Ltd.	6,700		65,474
Tadano, Ltd.	47,000		249,009
Taihei Dengyo Kaisha, Ltd.	14,000		158,087
Taihei Kogyo Co., Ltd.	22,000		68,003
Taiheiyo Cement Corp.	567,000		1,092,718
Taiho Kogyo Co., Ltd.	11,900		56,293
Taikisha, Ltd.	10,900		156,843
Taisei Lamick Co., Ltd.	1,300		29,664
Taisei Rotec Corp.	38,000		52,840
Taiyo Yuden Co., Ltd.	54,000		305,230
Takamatsu Construction Group Co., Ltd.	6,000		98,639
Takano Co., Ltd.	6,600		33,262
Takaoka Electric Manufacturing Co., Ltd.	37,000		72,408
Takara Holdings, Inc.	83,000		491,665
Takara Printing Co., Ltd.	3,100		27,462
Takara Standard Co., Ltd.	51,000		328,196
Takasago International Corp.	29,000		202,660
Takasago Thermal Engineering Co., Ltd.	30,000		251,993
Takata Corp.	20,300		143,333
Takiron Co., Ltd.	19,000		64,128
Takuma Co., Ltd.	35,000		60,720
Tamura Corp.	32,000		54,627
Tatsuta Electric Wire and Cable Co., Ltd.	30,000		66,463
Tayca Corp.	4,000		9,597
TCM Corp.	37,000		55,474
Teac Corp. (a)	62,000		24,423
TECHNO ASSOCIE Co., Ltd.	300		2,626
Techno Ryowa, Ltd.	100		596
Tecmo, Ltd.	5,700		51,889
Teikoku Electric Manufacturing Co., Ltd.	3,700		48,297
Teikoku Piston Ring Co., Ltd.	7,900		32,742
Teikoku Sen-I Co., Ltd.	3,000		12,345
Teikoku Tsushin Kogyo Co., Ltd.	20,000		42,723
Tekken Corp.	59,000		65,052
Ten Allied Co., Ltd.	2,600		8,791
Tenma Corp.	10,500		159,266
Teraoka Seisakusho Co., Ltd.	100		514
The Aichi Bank, Ltd.	2,400		182,944
The Akita Bank, Ltd.	94,000		407,093
The Aomori Bank, Ltd.	54,000		243,688
The Bank of Okinawa, Ltd.	10,000		410,601
The Bank of Saga, Ltd.	54,000		200,664
The Chiba Kogyo Bank, Ltd. (a)	17,000		242,407
The Chukyo Bank, Ltd.	57,000		219,086
The Daiei, Inc. (a)	41,550		266,072
The Daisan Bank, Ltd.	56,000		196,226
The Daito Bank, Ltd.	46,000		33,129
The Ehime Bank, Ltd.	50,000		174,014
The Eighteenth Bank, Ltd.	60,000		225,270
The Fuji Fire & Marine Insurance Co., Ltd.	78,000		117,013
The Fukui Bank, Ltd.	83,000		308,387
The Fukushima Bank, Ltd.	68,000		38,813
The Higashi-Nippon Bank, Ltd.	62,000		215,899
The Hokuetsu Bank, Ltd.	66,000		149,712
The Japan General Estate Co., Ltd.	15,800		24,730
The Japan Wool Textile Co., Ltd.	30,000		207,210

Security Description	Shares	Value*
Japan—(Continued)
The Keihin Co., Ltd.	22,000	$	27,800
The Kita-Nippon Bank, Ltd.	3,200		97,070
The Maruetsu, Inc. (a)	32,000		200,385
The Michinoku Bank, Ltd.	39,000		93,251
The Minato Bank, Ltd.	76,000		118,493
The Miyazaki Bank, Ltd.	49,000		186,494
The Musashino Bank, Ltd.	15,700		616,577
The Nagano Bank, Ltd.	12,000		32,284
The Nippon Road Co., Ltd.	42,000		76,850
The Nippon Synthetic Chemical Industry Co., Ltd.	31,000		86,921
The Nisshin Oillio Group, Ltd.	54,000		314,038
The Oita Bank, Ltd.	66,000		450,866
The Okinawa Electric Power Co., Inc.	8,000		596,046
The Pack Corp.	4,600		72,140
The Sankei Building Co., Ltd.	13,100		72,553
The Shibusawa Warehouse Co., Ltd.	17,000		98,405
The Shikoku Bank, Ltd.	82,000		444,383
The Shimizu Bank, Ltd.	3,200		150,687
The Sumitomo Warehouse Co., Ltd.	83,000		427,280
The Tochigi Bank, Ltd.	50,000		306,995
The Toho Bank, Ltd.	83,000		365,911
The Tohoku Bank, Ltd.	25,000		45,502
The Tokushima Bank, Ltd.	34,000		178,982
The Tokyo Tomin Bank, Ltd.	13,200		213,555
The Torigoe Co., Ltd.	6,600		56,371
The Tottori Bank, Ltd.	25,000		81,948
The Towa Bank, Ltd.	73,000		57,382
The Yachiyo Bank, Ltd.	73		234,665
The Yamanashi Chuo Bank, Ltd.	72,000		424,060
The Yasuda Warehouse Co., Ltd.	4,100		42,552
Tigers Polymer Corp.	2,200		8,472
TKC	4,800		99,603
Toa Corp.	95,000		136,635
Toa Oil Co., Ltd.	21,000		21,968
Toagosei Co., Ltd.	118,000		355,587
Tobishima Corp. (a)	182,000		32,329
Tobu Store Co., Ltd.	3,000		11,485
TOC Co., Ltd.	39,500		203,059
Tocalo Co., Ltd.	5,300		46,920
Toda Kogyo Corp.	20,000		49,115
Toenec Corp.	16,000		94,451
Tohcello Co., Ltd.	12,000		54,436
Toho Co., Ltd.	4,000		14,605
Toho Real Estate Co., Ltd.	5,400		37,628
Toho Titanium Co., Ltd.	13,100		144,109
Toho Zinc Co., Ltd.	69,000		167,985
Tokai Carbon Co., Ltd.	82,000		344,161
Tokai Corp.	11,000		57,687
Tokai Rika Co., Ltd.	32,000		280,608
Tokai Rubber Industries, Inc.	20,000		164,961
Tokai Tokyo Securities Co., Ltd.	101,000		279,104
Toko, Inc.	37,000		42,907
Tokushu Tokai Holdings Co., Ltd.	56,000		165,778
Tokyo Dome Corp.	76,000		284,873
Tokyo Electron Device, Ltd.	8		10,455
Tokyo Energy & Systems, Inc.	12,000		90,896
Tokyo Kaikan Co., Ltd.	3,000		10,038

*See accompanying notes to financial statements.

MSF-19

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Tokyo Keiki, Inc.	30,000	$	35,423
Tokyo Kikai Seisakusho, Ltd.	19,000		36,878
Tokyo Ohka Kogyo Co., Ltd.	25,500		358,531
Tokyo Rakutenchi Co., Ltd.	15,000		65,585
Tokyo Rope Manufacturing Co., Ltd.	69,000		199,673
Tokyo Sangyo Co., Ltd.	3,500		9,401
Tokyo Seimitsu Co.	13,200		110,664
Tokyo Style Co., Ltd.	39,000		282,836
Tokyo Tekko Co., Ltd.	23,000		54,747
Tokyo Theatres Co., Inc.	17,000		37,754
Tokyotokeiba Co., Ltd.	53,000		79,686
Tokyu Community Corp.	4,300		89,823
Tokyu Construction Co., Ltd.	31,280		87,951
Tokyu Livable, Inc.	5,100		24,769
Toli Corp.	7,000		13,917
Tomato Bank, Ltd.	24,000		62,881
Tomen Electronics Corp.	3,900		47,433
Tomoku Co., Ltd.	17,000		34,812
Tomy Co., Ltd.	19,300		126,612
TONAMI HOLDINGS Co., Ltd.	14,000		36,334
Topcon Corp.	15,800		69,106
Topre Corp.	16,700		122,854
Topy Industries, Ltd.	99,000		177,250
Torii Pharmaceutical Co., Ltd.	6,000		95,471
Torishima Pump Manufacturing Co., Ltd.	5,200		54,522
Toshiba Machine Co., Ltd.	53,000		157,231
Toshiba Plant Systems & Services Corp.	17,000		174,373
Toshiba TEC Corp.	71,000		213,881
Tosho Printing Co., Ltd.	12,000		29,841
Totetsu Kogyo Co., Ltd.	3,000		20,089
Toukei Computer Co., Ltd.	1,000		12,287
Towa Pharmaceutical Co., Ltd.	3,200		143,043
Towa Real Estate Development Co., Ltd.	48,000		32,038
Toyo Construction Co., Ltd. (a)	93,000		44,186
Toyo Corp.	7,900		106,086
Toyo Electric Manufacturing Co., Ltd.	12,000		34,385
Toyo Engineering Corp.	37,000		115,225
Toyo Ink Manufacturing Co., Ltd.	115,000		326,010
Toyo Kanetsu K K	59,000		117,202
Toyo Kohan Co., Ltd.	29,000		123,227
Toyo Securities Co., Ltd.	31,000		61,696
Toyo Tanso Co., Ltd.	5,000		192,637
Toyo Tire & Rubber Co., Ltd.	60,000		109,696
Toyo Wharf & Warehouse Co., Ltd.	18,000		28,216
Toyobo Co., Ltd.	304,000		462,729
Trans Cosmos, Inc.	9,800		70,451
Trinity Industrial Corp.	1,000		3,635
Trusco Nakayama Corp.	7,500		96,623
Tsubakimoto Chain Co	61,000		188,765
Tsugami Corp.	23,000		39,324
Tsukishima Kikai Co., Ltd.	11,000		75,342
Tsurumi Manufacturing Co., Ltd.	5,000		37,817
Tsutsumi Jewelry Co., Ltd.	4,900		104,252
TYK Corp.	6,000		14,662
U-Shin, Ltd.	12,700		40,106
Ube Material Industries, Ltd.	15,000		31,396
Uchida Yoko Co., Ltd.	28,000		99,523
Ulvac, Inc.	13,200		202,974

Security Description	Shares	Value*
Japan—(Continued)
Unicafe, Inc.	700	$	8,919
Unicharm Petcare Corp.	5,900		218,866
Uniden Corp.	29,000		45,422
Unimat Life Corp.	7,600		67,736
Union Tool Co.	3,700		84,476
Unitika, Ltd.	132,000		98,188
Utoc Corp.	8,600		29,949
Valor Co., Ltd.	12,900		143,069
Vital-net, Inc.	16,200		128,322
Wakamoto Pharmaceutical Co., Ltd.	6,000		23,971
Warabeya Nichiyo Co., Ltd.	4,200		76,269
Watabe Wedding Corp.	2,600		40,397
WATAMI Co., Ltd.	9,100		234,643
Weathernews, Inc.	2,700		44,077
Wood One Co., Ltd.	20,000		72,420
Xebio Co., Ltd.	10,500		203,425
Yahagi Construction Co., Ltd.	16,000		92,834
Yaizu Suisankagaku Industry Co., Ltd.	3,000		34,727
YAMABIKO Corp.	3,690		36,025
Yamatane Corp.	38,000		45,437
Yamato Corp.	12,000		39,320
Yamazen Corp.	20,200		76,731
Yaoko Co., Ltd.	3,200		108,991
Yaskawa Electric Corp.	100,000		402,381
Yellow Hat, Ltd.	7,000		24,842
Yodogawa Steel Works, Ltd.	81,000		337,497
Yokogawa Bridge Holdings Corp.	16,000		144,334
Yokohama Reito Co., Ltd.	15,000		104,534
Yokowo Co., Ltd.	7,700		38,070
Yomeishu Seizo Co., Ltd.	2,000		18,868
Yomiuri Land Co., Ltd.	13,000		40,440
Yondenko Corp.	3,000		17,653
Yonekyu Corp.	7,500		88,752
Yonex Co., Ltd.	5,900		39,403
Yorozu Corp.	8,600		70,238
Yoshimoto Kogyo Co., Ltd.	10,100		134,642
Yoshinoya Holdings Co., Ltd.	170		203,321
Yuasa Trading Co., Ltd.	74,000		69,785
Yuken Kogyo Co., Ltd.	16,000		31,778
Yuki Gosei Kogyo Co., Ltd.	6,000		32,137
Yukiguni Maitake Co., Ltd.	6,900		26,225
Yurtec Corp.	13,000		80,184
Yushin Precision Equipment Co., Ltd.	3,100		28,246
Yushiro Chemical Industry Co., Ltd.	2,400		32,001
Zenrin Co., Ltd.	6,600		80,739
Zensho Co., Ltd.	20,200		118,756
Zeon Corp.	103,000		352,824
ZERIA Pharmaceutical Co., Ltd.	8,000		91,721
Zuken, Inc.	7,800		51,392
			115,170,850
Jersey—0.1%
Charter International, Plc.	6,357		30,110
Henderson Group, Plc.	436,102		369,757
Regus, Plc.	17,407		12,935
			412,802

*See accompanying notes to financial statements.

MSF-20

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Liechtenstein—0.1%
Verwalt & Privat-Bank AG	2,595	$	344,123
Luxembourg—0.1%
Colt Telecom Group S.A. (GBP) (a)	208,005		201,348
Netherlands—2.8%
Accell Group	3,834		96,180
Arcadis NV	21,457		282,876
ASM International NV	23,464		202,186
Beter BED Holding NV	7,862		93,590
Brunel International	5,017		59,689
Crucell NV (a)	37,985		573,080
Draka Holding	8,139		74,560
Exact Holding NV	6,600		121,292
Fugro NV	39,425		1,131,868
Gemalto NV (a)	46,766		1,172,571
Grontmij	6,770		165,564
ICT Automatisering NV	3,033		19,917
Imtech NV	25,946		439,029
Innoconcepts	12,600		58,201
KAS Bank NV	6,827		94,141
Kendrion NV	2,301		23,115
Koninklijke BAM Groep NV	58,419		525,306
Koninklijke Boskalis Westminster NV	11,364		263,966
Koninklijke Vopak NV	17,404		660,366
Macintosh Retail Group NV	1,117		10,133
Nederland Apparatenfabriek	697		17,270
Nutreco Holdings NV	16,060		527,652
OPG Groep NV	25,264		328,142
Pharming Group NV (a)	42,017		37,780
Punch Graphix NV	10,815		27,089
SBM Offshore NV	88,128		1,154,842
Sligro Food Group NV	9,470		196,586
SNS Reaal	4,862		26,754
Super De Boer (a)	32,671		124,553
Telegraaf Media Groep NV	4,939		85,778
Ten Cate NV	13,180		297,787
TKH Group NV	13,266		148,616
Unit 4 Agresso NV	11,050		122,103
USG People NV	37,686		489,962
Van der Moolen Holding NV	23,998		72,718
Wavin NV	9,752		31,866
			9,757,128
New Zealand—0.5%
Air New Zealand, Ltd.	99,124		55,762
Ebos Group, Ltd.	8,254		21,116
Fisher & Paykel Healthcare Corp., Ltd.	268,005		496,468
Freightways, Ltd.	54,891		102,943
Infratil, Ltd.	252,780		241,380
Mainfreight, Ltd.	39,750		112,278
Michael Hill International, Ltd.	13,427		4,019
New Zealand Oil & Gas, Ltd. (a)	109,940		82,025
Nuplex Industries, Ltd.	36,734		64,576
NZX, Ltd.	6,833		21,725
PGG Wrightson, Ltd.	56,067		42,373

Security Description	Shares	Value*
New Zealand—(Continued)
Port of Tauranga, Ltd.	17,641	$	67,319
Rubicon, Ltd. (a)	1,637		576
Ryman Healthcare, Ltd.	146,713		118,909
Sanford, Ltd.	314		985
Sky City Entertainment, Ltd.	159,048		291,298
The New Zealand Refining Co., Ltd.	14,759		50,565
The Warehouse Group, Ltd.	42,287		87,231
Tower, Ltd. (a)	26,984		24,391
			1,885,939
Norway—0.7%
Aktiv Kapital ASA	4,667		24,670
Austevoll Seafood ASA	11,630		18,479
Blom AS (a)	19,000		38,802
Camillo Eitzen & Co. ASA	4,200		7,961
Cermaq ASA	33,976		130,395
Copeinca ASA (a)	12,800		15,676
DNO International ASA	462,000		305,573
DOF ASA	18,020		89,180
Eitzen Chemical ASA (a)	24,583		30,624
Ekornes ASA	3,531		34,157
Ementor ASA (a)	33,800		81,130
Farstad Shipping ASA	2,200		21,581
Ganger Rolf ASA	10,700		216,558
Marine Harvest (a)	1,984,000		302,826
Norske Skogindustrier ASA	126,500		250,271
Norwegian Air Shuttle AS (a)	8,200		43,684
ODIM ASA (a)	12,900		54,839
Petrolia Drilling ASA (a)	330,000		26,305
Scana Industrier	51,000		60,806
Sevan Marine ASA (a)	119,800		132,133
Solstad Offshore ASA	4,500		38,271
SpareBank 1 SMN	23,716		104,034
TGS Nopec Geophysical Co. ASA (a)	66,000		335,791
Veidekke ASA	69,000		223,688
			2,587,434
Portugal—0.6%
Altri SGPS S.A.	32,303		94,910
Banco BPI S.A.	193,341		476,365
Finibanco Holding SGPS S.A.	10,622		34,730
Inapa-Invest Particip Gesta	63,187		30,003
Mota Engil SGPS S.A.	39,660		130,595
Novabase SGPS S.A. (a)	7,827		50,006
Portucel Empresa Produtora de Pasta e Papel S.A.	171,112		369,919
S.A.G GEST-Solucoes Automovel Globais SGPS S.A.	14,436		19,121
Semapa-Sociedade de Investimento e Gestao	32,944		294,189
Sonae Industria SGPS S.A. (a)	43,507		93,094
Sonae SGPS S.A.	621,500		381,096
Sonaecom SGPS S.A. (a)	42,420		59,582
Teixeira Duarte-Engenharia Construcoes S.A.	101,510		84,570
			2,118,180

*See accompanying notes to financial statements.

MSF-21

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Singapore—1.0%
Allgreen Properties, Ltd.	540,000	$	162,327
Bukit Sembawang Estates, Ltd.	23,000		64,489
Cerebos Pacific, Ltd.	16,000		33,922
Chartered Semiconductor Manufacturing, Ltd. (a)	759,000		95,615
Chuan Hup Holdings, Ltd.	125,000		16,637
Creative Technology, Ltd.	28,450		85,230
CSE Global, Ltd.	194,000		50,706
Ezra Holdings, Ltd.	214,000		101,903
Food Empire Holdings, Ltd.	43,000		10,169
Gallant Venture, Ltd. (a)	507,000		42,539
Goodpack, Ltd.	145,000		83,894
Guocoland, Ltd.	37,000		29,379
Hi-P International, Ltd.	332,000		69,588
Ho Bee Investment, Ltd.	186,000		49,370
Hong Leong Asia, Ltd.	6,000		2,594
Hotel Plaza, Ltd.	84,000		67,231
Hotel Properties, Ltd.	115,000		89,638
Hyflux, Ltd.	160,000		200,448
Jaya Holdings, Ltd.	154,000		30,597
K1 Ventures, Ltd. (a)	483,000		47,111
Keppel Land, Ltd.	304,000		361,916
Keppel Telecommunications & Transportation, Ltd.	124,000		68,507
Kim Eng Holdings, Ltd.	203,000		153,364
KS Energy Services, Ltd.	94,000		65,434
Metro Holdings, Ltd.	195,000		49,454
Midas Holdings, Ltd.	187,000		63,465
MobileOne, Ltd.	142,000		146,179
Orchard Parade Holdings, Ltd.	35,000		14,355
Petra Foods, Ltd.	75,000		19,815
Raffles Education Corp., Ltd.	644,000		254,400
SC Global Developments, Ltd.	125,000		47,341
Singapore Food Industries, Ltd.	82,000		50,712
Singapore Petroleum Co., Ltd.	196,000		312,918
Stamford Land Corp., Ltd.	86,000		15,600
Straits Asia Resources, Ltd.	242,000		132,456
Tat Hong Holdings, Ltd.	176,000		83,518
United Engineers, Ltd.	82,000		67,087
UOB-Kay Hian Holdings, Ltd.	99,000		65,771
Wheelock Properties S, Ltd.	226,000		163,935
Wing Tai Holdings, Ltd.	300,000		173,645
			3,643,259
Spain—2.5%
Abengoa S.A.	12,588		210,389
Antena 3 de Television S.A.	36,795		222,434
Azkoyen S.A. (a)	1,608		5,409
Banco Guipuzcoano S.A.	31,479		246,675
Banco Pastor S.A.	71,822		502,763
Baron de Ley (a)	1,446		72,386
Bolsas y Mercados Espanoles	43,161		1,130,112
Campofrio Alimentacion S.A.	13,637		142,673
Cementos Portland Valderrivas S.A.	5,084		175,681
Construcciones y Auxiliar de Ferrocarriles S.A.	806		282,779
Corp. Dermoestetica (a)	11,030		53,960
Duro Felguera S.A.	27,918		146,075
Ebro Puleva S.A.	57,671		791,034

Security Description	Shares	Value*
Spain—(Continued)
Elecnor S.A.	1,881	$	18,669
Ercros S.A. (a)	676,302		151,749
Faes Farma S.A.	42,632		178,952
General de Alquiler de Maquinaria (a)	2,424		18,755
Gestevision Telecino S.A.	69,072		735,912
Grupo Catalana Occidente S.A.	33,959		691,482
Grupo Empresarial Ence S.A.	66,126		233,114
La Seda de Barcelona S.A.	328,744		158,253
Laboratorios Almirall S.A. (a)	35,719		278,309
Miquel y Costas & Miquel S.A.	3,963		63,931
Natra S.A.	5,022		28,323
Natraceutical S.A. (a)	73,246		51,261
NH Hoteles S.A.	36,213		186,755
Obrascon Huarte Lain S.A.	1,877		26,454
Papeles y Cartones de Europa S.A.	15,251		63,126
Pescanova S.A.	2,724		102,990
Prosegur Cia de Seguridad S.A.	7,813		258,904
Realia Business S.A.	72,411		157,005
Sociedad Nacional de Industrias Apicaciones Celulosa Espanola S.A. (a)	34,412		39,710
Sol Melia S.A.	32,301		193,882
SOS Cuetara S.A.	21,112		334,994
Telecomunicaciones y Energia (a)	8,642		42,242
Tubacex S.A.	6,426		21,304
Tubos Reunidos S.A.	6,961		20,368
Unipapel S.A.	558		7,096
Vidrala S.A.	7,759		167,884
Viscofan S.A.	13,278		260,849
Zeltia S.A.	47,346		223,268
			8,697,911
Sweden—1.2%
AarhusKarlshamn AB	12,245		166,222
Acando AB	35,170		46,489
Active Biotech AB (a)	14,901		58,833
AddTech AB	2,452		24,973
AF AB	8,600		131,250
Axfood AB	13,316		284,450
Axis Communications AB	24,950		185,118
B&B Tools AB	6,454		41,115
Beijer AB G&L	2,929		40,638
Beijer Alma AB	9,174		63,859
Billerud AB	26,100		70,807
BioGaia AB (a)	5,910		25,016
Biovitrum AB (a)	13,716		75,771
Cardo AB	7,973		116,433
Clas Ohlson AB	12,321		89,294
Elekta AB	53,800		532,706
Haldex AB	2,586		8,815
Hemtex AB	13,800		25,505
HIQ International AB	18,611		50,355
Hoganas AB	11,748		104,631
Industrial & Financial Systems	6,695		28,060
Indutrade AB	4,282		36,426
Intrum Justitia AB	36,100		363,361
JM AB	1,392		7,569

*See accompanying notes to financial statements.

MSF-22

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Sweden—(Continued)
KappAhl Holding AB	25,400	$	75,438
Lindab International AB	25,745		160,741
Lundin Petroleum AB (a)	11,400		60,645
Medivir AB (a)	4,728		28,259
Mekonomen AB	6,461		57,544
Munters AB	22,041		107,918
NCC AB	37,386		239,281
Nibe Industrier AB	33,200		187,871
Nolato AB	7,298		29,810
Peab AB	47,521		132,581
Proffice AB (a)	32,500		33,137
Q-Med AB	29,800		92,697
Rederi AB Transatlantic	2,512		10,213
Rezidor Hotel Group AB	48,455		117,174
SAS AB (a)	56,000		272,661
SkiStar AB	8,016		65,610
Studsvik AB	3,095		21,776
Sweco AB	15,485		69,128
Trelleborg AB	3,158		19,681
			4,359,861
Switzerland—6.0%
Acino Holding AG	1,088		236,130
Advanced Digital Broadcast Holdings S.A. (a)	1,435		39,250
Affichage Holding Genf	134		17,755
Allreal Holding AG	3,914		393,790
Aryzta AG	35,592		1,155,486
Ascom Holding AG	5,888		45,873
Bachem Holding AG	1,216		92,057
Baloise Holdings AG	39,640		2,979,397
Bank Coop AG	1,165		81,544
Bank Sarasin & Cie AG	23,960		715,770
Banque Cantonale de Geneve	98		20,333
Banque Cantonale Vaudoise	2,515		754,778
Banque Privee Edmond de Rothschild S.A.	3		74,952
Barry Callebaut AG	781		510,055
Basilea Pharmaceutica (a)	3,755		529,831
Bell Holding AG	30		36,958
Bellevue Group AG	2,312		82,850
Berner Kantonalbank AG	1,449		305,238
Bobst group AG	4,586		138,005
Bossard Holding AG	312		13,455
Card Guard AG (a)	4,907		39,432
Centralschweizerische Kraftwerke AG	104		38,192
Clariant AG	193,371		1,322,887
Conzzeta AG	29		42,138
Cytos Biotechnology AG (a)	2,344		55,718
Daetwyler Holding AG	1,786		72,770
Edipresse S.A.	41		8,331
EFG International AG	21,443		383,989
Elektrizitaets-Gesellschaft Laufenburg AG	98		87,366
Emmi AG	306		28,627
EMS-Chemie Holding AG	6,620		555,060
Energiedienst Holding AG	2,147		105,293
Forbo Holding AG	1,357		250,219
Galenica AG	2,555		828,550

Security Description	Shares	Value*
Switzerland—(Continued)
Georg Fischer AG (a)	3,447	$	791,805
Gurit Holding AG	296		125,945
Helvetia Holding AG	2,670		580,030
Industrieholding Cham AG	202		42,723
Komax Holding AG	688		35,229
Kudelski S.A.	24,724		263,988
Kuoni Reisen Holding AG	1,794		609,025
LEM Holding S.A.	133		16,529
Logitech International S.A. (a)	110,236		1,720,957
Luzerner Kantonalbank AG	639		148,913
Metall Zug AG	19		36,802
Mikron Holding AG (a)	474		2,593
Mobilezone Holding AG	2,961		18,764
Mobimo Holding AG (a)	1,420		189,320
Nobel Biocare Holding AG	50,446		1,033,344
OC Oerlikon Corp. AG (a)	5,941		394,661
Partners Group Holding AG	7,688		546,592
Phoenix Mecano AG	179		53,310
Precious Woods Holding AG (a)	752		25,689
Quadrant AG (a)	2,085		117,904
Romande Energie Holding S.A.	69		129,130
Schaffner Holding AG	238		32,585
Schulthess Group	4,176		165,526
Schweizerische National-Versicherungs-Gesellschaft	213		122,502
Siegfried Holding AG	826		70,567
St. Galler Kantonalbank	839		304,009
Straumann Holding AG	572		100,752
Swisslog Holding AG (a)	159,223		66,953
Swissquote Group Holding S.A.	7,380		259,089
Tamedia AG	242		11,386
Tecan Group AG	3,856		142,582
Temenos Group AG (a)	30,376		405,413
Vaudoise Assurances Holding S.A.	57		8,243
Vontobel Holding AG	19,853		417,113
VZ Holding AG	171		6,467
Walliser Kantonalbank	96		42,022
Ypsomed Holding AG (a)	273		20,585
Zehnder Group AG	73		59,248
Zuger Kantonalbank AG	1		3,482
			21,163,856
United Kingdom—14.3%
Aberdeen Asset Management, Plc.	482,394		839,084
Aggreko, Plc.	169,004		1,088,792
Air Partner, Plc.	992		6,514
Alterian, Plc. (a)	16,484		13,756
Anite, Plc.	99,772		38,923
Antisoma, Plc. (a)	417,909		141,537
Arena Leisure, Plc.	56,506		20,108
Ark Therapeutics Group, Plc. (a)	62,448		35,290
Ashmore Group, Plc.	158,978		306,377
Atkins WS, Plc.	76,087		739,160
Aveva Group, Plc.	36,046		296,716
Axis-Shield, Plc. (a)	9,780		42,976
Babcock International Group	150,101		1,032,547
Barr (A.G.), Plc.	219		4,083

*See accompanying notes to financial statements.

MSF-23

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
United Kingdom—(Continued)
Beazley Group, Plc.	262,392	$	514,093
Bioquell, Plc. (a)	5,000		7,696
Bloomsbury Publishing, Plc.	32,198		74,039
BlueBay Asset Management, Plc. (a)	30,165		30,577
BPP Holdings, Plc.	3,858		18,188
Braemar Shipping Services, Plc.	1,225		4,309
Brammer, Plc.	16,875		25,331
Brewin Dolphin Holdings, Plc.	32,352		48,647
Brit Insurance Holdings, Plc.	236,057		750,503
Britvic, Plc.	107,339		409,563
BTG, Plc. (a)	68,329		138,010
Burberry Group, Plc.	312,968		1,003,754
Business Post Group, Plc.	1,868		6,092
Care UK, Plc.	4,120		16,461
Carillion, Plc.	238,276		854,531
Carpetright, Plc.	22,006		111,203
Carphone Warehouse Group, Plc.	26,801		36,101
Centaur Media, Plc.	92,526		47,876
Charles Stanley Group, Plc.	548		1,407
Charles Taylor Consulting, Plc.	428		1,562
Chemring Group, Plc.	19,679		554,083
Chesnara, Plc.	14,733		28,207
Chloride Group	145,380		302,810
Close Brothers Group, Plc.	98,159		752,819
Computacenter, Plc.	42,354		55,055
Connaught, Plc.	68,406		343,824
Consort Medical, Plc.	18,608		106,785
Corin Group, Plc.	16,154		11,747
Costain Group, Plc. (a)	63,612		18,147
Cranswick, Plc.	1,476		12,417
Croda International	78,047		586,149
CSR, Plc. (a)	92,553		226,641
Daily Mail & General Trust	205,019		800,048
Dairy Crest Group, Plc.	95,400		293,262
Dana Petroleum, Plc. (a)	39,556		567,719
Debenhams, Plc.	598,241		212,277
Dechra Pharmaceuticals, Plc.	9,506		50,356
Devro, Plc.	25,818		29,573
Dignity, Plc.	34,648		300,003
Dimension Data Holdings, Plc.	1,102,265		610,411
Diploma, Plc.	25,948		46,746
Domino Printing Sciences	70,471		206,361
Dunelm Group, Plc.	8,929		16,079
E2V Technologies, Plc.	5,594		16,915
Electrocomponents, Plc.	283,259		579,105
Emerald Energy, Plc.	16,500		81,008
Euromoney Institutional Investor, Plc.	15,106		48,002
Evolution Group, Plc.	143,415		178,131
Fidessa Group, Plc.	14,827		105,418
Filtrona, Plc.	129,023		255,077
Forth Ports, Plc.	22,910		303,484
Galiform, Plc.	345,962		76,324
Genus, Plc.	36,981		354,519
GKN, Plc.	592,697		839,182
Go-Ahead Group, Plc.	21,570		323,625
Goldshield Group, Plc.	2,518		8,696
Greggs, Plc.	5,168		250,325

Security Description	Shares	Value*
United Kingdom—(Continued)
Halma, Plc.	198,998	$	583,164
Hampson Industries, Plc.	16,692		24,724
Hardy Oil & Gas, Plc.	562		1,398
Hardy Underwriting Bermuda, Ltd.	4,477		17,017
Hargreaves Lansdown, Plc.	121,563		283,887
Hays, Plc.	900,038		907,364
Headlam Group, Plc.	56,842		172,738
Heritage Oil, Ltd.	50,948		151,129
Hikma Pharmaceuticals, Plc.	82,141		415,174
HMV Group, Plc.	209,159		326,487
Hogg Robinson Group, Plc.	20,946		1,500
Homeserve, Plc.	34,128		483,069
Hornby, Plc.	1,884		2,749
Hunting, Plc.	38,110		230,529
Hyder Consulting, Plc.	15,837		28,573
IG Group Holdings, Plc.	216,305		800,403
Imagination Technologies Group, Plc. (a)	17,117		15,420
IMI, Plc.	128,598		505,324
Intermediate Capital Group, Plc.	72,434		675,947
International Personal Finance, Plc.	167,310		335,907
Interserve, Plc.	78,421		257,329
Intertek Group, Plc.	103,219		1,169,184
IP Group, Plc. (a)	67,003		52,066
ITE Group, Plc.	11,205		9,812
ITV, Plc.	2,777,361		1,592,409
Jardine Lloyd Thompson Group, Plc.	95,216		601,423
JKX Oil & Gas, Plc.	4,866		13,016
John Menzies, Plc.	6,010		9,300
Kcom Group, Plc.	394,746		76,823
Kofax, Plc.	6,198		12,415
Ladbrokes, Plc.	336,398		899,672
Latchways, Plc.	918		5,288
Logica, Plc.	1,142,370		1,140,918
Mcbride, Plc.	112,043		196,961
Meggitt, Plc.	558,568		1,295,726
Michael Page International, Plc.	93,722		291,695
Micro Focus International, Plc.	69,300		282,304
Misys, Plc.	241,100		346,380
Mitie Group	176,827		525,128
Mondi, Plc.	308,541		909,293
Morgan Crucible Co.	169,517		273,320
Mothercare, Plc.	53,760		258,146
Mouchel Group, Plc.	32,678		161,348
National Express Group, Plc.	95,515		681,383
NCC Group, Plc.	6,751		29,647
Northern Foods, Plc.	336,015		275,351
Novae Group, Plc.	9,363		42,203
Optos, Plc. (a)	15,883		16,601
Oxford Instruments, Plc.	10,252		21,945
PayPoint, Plc.	16,746		121,324
Persimmon, Plc.	10,825		36,891
Phoenix IT Group, Ltd.	17,631		43,776
Premier Farnell, Plc.	194,041		389,518
Premier Oil, Plc.	29,575		421,419
Prostrakan Group, Plc. (a)	21,679		27,581
Provident Financial, Plc.	84,106		1,045,831
Psion, Plc.	46,835		34,300

*See accompanying notes to financial statements.

MSF-24

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
United Kingdom—(Continued)
PV Crystalox Solar, Plc. (a)	147,211	$	212,610
PZ Cussons, Plc.	133,219		312,070
QinetiQ, Plc.	197,897		454,220
Rank Group, Plc.	256,906		251,404
Rathbone Brothers	24,973		300,937
REA Holdings, Plc.	1,120		3,282
Renishaw, Plc.	21,312		151,884
Renovo Group, Plc.	13,825		3,992
Rensburg Sheppards, Plc.	6,176		36,078
Rentokil Initial, Plc.	83,666		53,541
Restaurant Group, Plc.	107,334		164,580
Rightmove, Plc.	51,550		131,054
RM, Plc.	49,467		120,917
Robert Walters, Plc.	8,764		12,874
Robert Wiseman Dairies, Plc.	5,551		23,797
ROK, Plc.	91,430		26,700
Rotork, Plc.	45,982		525,491
Savills, Plc.	4,451		14,366
SDL, Plc. (a)	17,220		56,818
Shanks Group, Plc.	33,696		53,337
Smiths News, Plc.	30,398		31,070
Soco International, Plc. (a)	30,876		489,336
Spectris, Plc.	75,025		580,774
Spirax-Sarco Engineering, Plc.	42,679		559,232
Spirent Communications, Plc.	237,554		124,268
SSL International, Plc.	124,284		888,671
St. James’s Place, Plc.	86,208		222,171
Sthree, Plc.	36,383		76,089
T&F Informa, Plc.	226,162		802,439
T. Clarke, Plc.	1,419		2,283
Ted Baker, Plc.	2,338		11,195
Telecom Plus, Plc.	6,811		30,006
Thorntons, Plc.	42,472		61,168
Tomkins, Plc.	739,996		1,325,863
Topps Tiles, Plc.	106,295		31,838
Tribal Group, Plc.	14,405		16,060
TT electronics, Plc.	52,537		26,497
Tullett Prebon, Plc.	112,046		220,779
United Business Media, Ltd.	152,069		1,119,523
UTV Media, Plc.	54,341		86,142
Venture Production, Plc.	37,037		227,957
Victrex, Plc.	43,917		304,728
Vislink, Plc.	79,800		18,366
VT Group, Plc.	71,633		576,987
WH Smith, Plc.	85,603		443,296
William Hill, Plc.	189,786		590,291
Wincanton, Plc.	67,693		174,875
Wolfson Microelectronics, Plc. (a)	84,440		98,084
Xaar, Plc.	12,846		8,637
Xchanging, Plc.	127,657		433,949
Yule Catto & Co., Plc.	46,758		37,143
			50,317,034
Total Common Stock (Identified Cost $337,193,447)			347,541,753

Units—0.4%
Security Description	Shares		Value*
Australia—0.1%
ConnectEast Group		1,029,727	$	397,563
Ireland—0.1%
Grafton Group, Plc.		49,143		158,128
Irish Continental Group, Plc.		2,602		65,177
				223,305
United Kingdom—0.2%
Berkeley Group Holdings, Plc.		66,819		844,905
Total Units (Identified Cost $1,501,299)				1,465,773
Investment Companies—0.1%
Australia—0.1%
Australian Infrastructure Fund		260,935		347,678
Total Investment Companies (Identified Cost $289,606)				347,678
Rights—0.0%
Australia—0.0%
Envestra, Ltd.		119,519		5,416
Bermuda—0.0%
Victory City International Holdings, Ltd. (HKD)		25,000		229
France—0.0%
Infogrames Entertainment S.A. (b) (c)		8,773		0
Total Rights (Identified Cost $0)				5,645
Short Term Investments—0.7%
Security Description	Face Amount		Value*
United States—0.7%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $2,303,001 on 01/02/09, collateralized by $2,350,000 U.S. Treasury Bill due 02/12/09 with a value of $2,350,000.	$	2,303,000		2,303,000
Total Short Term Investments (Identified Cost $2,303,000)				2,303,000
Total Investments—100.0% (Identified Cost $341,287,352) (d)				351,663,849
Other assets less liabilities				29,542
Total Net Assets—100%			$	351,693,391

*See accompanying notes to financial statements.

MSF-25

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2008

(a) Non-Income Producing.

(b) Zero Valued Security.

(c) Security was valued in good faith under procedures established by the Board of Directors.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $341,456,706 and the composition of unrealized appreciation and depreciation of investment securities was $35,547,359 and $(25,340,216), respectively.

(REIT)— A Real Estate Investment Trust is a pooled investment vehicle that invests primarily in income-producing real estate or real estate related loans or interest.

(GBP)— British Pound

(HKD)— Hong Kong Dollar

(NOK)— Norwegian Krone

Ten Largest Industries as of December 31, 2008 (Unaudited)	Percentage of Total Net Assets
Diversified Financial Services	5.5%
Machinery	5.1%
Chemicals	5.1%
Metals & Mining	4.7%
Commercial Banks	4.5%
Construction & Engineering	4.3%
Food Products	3.9%
Commercial & Professional Services	3.9%
Media	3.8%
Insurance	3.6%

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	0	$	0
Level 2 - Other Significant Observable Inputs		351,663,849		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	351,663,849	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

See accompanying notes to financial statements.

MSF-26

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a)			$	351,663,849
Cash				358
Foreign cash at value (b)				344,562
Receivable for:
Fund shares sold				169,814
Accrued interest and dividends				539,131
Foreign taxes				10,326
Due from investment adviser				60,648
Total Assets				352,788,688
Liabilities
Payable for:
Securities purchased	$	742,213
Fund shares redeemed		3,357
Withholding taxes		27,490
Accrued expenses:
Management fees		217,431
Service and distribution fees		18
Other expenses		104,788
Total Liabilities				1,095,297
Net Assets			$	351,693,391
Net assets consists of:
Capital paid in			$	346,004,942
Net operating loss				(2,318,772	)
Accumulated net realized losses				(2,367,967	)
Unrealized appreciation on investments and foreign currency				10,375,188
Net Assets			$	351,693,391
Computation of offering price:
Class A
Net asset value and redemption price per share ($351,472,422 divided by 34,594,961 shares outstanding)			$	10.16
Class B
Net asset value and redemption price per share ($220,969 divided by 21,755 shares outstanding)			$	10.16
(a) Identified cost of investments			$	341,287,352
(b) Identified cost of foreign cash			$	350,922

Statement of Operations

For the Period October 31, 2008^(a) to December 31, 2008

Investment Income
Dividends				$	785,302	(b)
Interest					3,627
					788,929
Expenses
Management fees	$	444,071
Service and distribution fees—Class B		20
Directors’ fees and expenses		7,154
Custodian		168,524
Audit and tax services		35,800
Legal		26,984
Miscellaneous		4,488
Total expenses		687,041
Expense reimbursements		(60,648	)		626,393
Net Investment Income					162,536
Realized and Unrealized Gain (Loss)
Realized gain (loss) on:
Investments—net		118,387
Futures contracts—net		(2,486,354	)
Foreign currency transactions—net		(2,481,308	)		(4,849,275	)
Change in unrealized appreciation (depreciation) on:
Investments—net		10,376,497
Foreign currency transactions—net		(1,309	)		10,375,188
Net gain					5,525,913
Net Increase in Net Assets From Operations				$	5,688,449

(a) Commencement of operations.

(b) Net of foreign taxes of $44,754.

See accompanying notes to financial statements.

MSF-27

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Statements of Changes in Net Assets

	Period ended December 31, 2008(a)
From Operations
Net investment income	$	162,536
Net realized loss		(4,849,275	)
Change in unrealized appreciation		10,375,188
Increase in net assets from operations		5,688,449
Increase in net assets from capital share transactions		346,004,942
Net increase in net assets		351,693,391
Net Assets
End of the period	$	351,693,391
Net Operating Loss
End of the period	$	(2,318,772	)

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Period ended December 31, 2008(a)
	Shares		$
Class A
Sales	34,757,465		$	347,308,256
Redemptions	(162,504	)		(1,511,630	)
Net increase	34,594,961		$	345,796,626
Class B
Sales	22,742		$	217,336
Redemptions	(987	)		(9,020	)
Net increase	21,755		$	208,316
Increase derived from capital share transactions			$	346,004,942

(a) Commencement of operations was October 31, 2008.

See accompanying notes to financial statements.

MSF-28

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Financial Highlights

	Class A
	Period ended December 31, 2008(a)
Net Asset Value, Beginning of Period	$	10.00
Income From Investment Operations
Net investment income		0.00	(b) (f)
Net realized and unrealized gain on investments		0.16
Total from investment operations		0.16
Net Asset Value, End of Period	$	10.16
Total Return (%)		1.6	(c)
Ratio of operating expenses to average net assets (%)		1.15	(d)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (e)		1.26	(d)
Ratio of net investment income to average net assets (%)		0.30	(d)
Portfolio turnover rate (%)		4	(d)
Net assets, end of period (000)	$	351,472

	Class B
	Period ended December 31, 2008(a)
Net Asset Value, Beginning of Period	$	10.00
Income from Investment Operations
Net investment income		0.00	(b) (f)
Net realized and unrealized gain on investments		0.16
Total from investment operations		0.16
Net Asset Value, End of Period	$	10.16
Total Return (%)		1.6	(c)
Ratio of operating expenses to average net assets (%)		1.40	(d)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (e)		1.51	(d)
Ratio of net investment income to average net assets (%)		0.52	(d)
Portfolio turnover rate (%)		4	(d)
Net assets, end of period (000)	$	221

(a) Commencement of operations was October 31, 2008.

(b) Per share amount is based on average shares outstanding during the period.

(c) Periods less than one year are not computed on an annualized basis.

(d) Computed on an annualized basis.

(e) See Note 4 of the Notes to Financial Statements.

(f) Net investment income for the period was less than $0.01.

See accompanying notes to financial statements.

MSF-29

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Met/Dimensional International Small Company Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A and Class B. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-30

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign

MSF-31

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-32

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Fund Concentration:

The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies and may require settlement in foreign currencies and pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Appreciation		Loss Carryforwards		Total
$—	$	—	$	10,212,066	$	—	$	10,212,066

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$(2,155,650)	$	(2,367,967	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the period ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	340,599,559	$	0	$	1,791,919

MSF-33

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the period ended December 31, 2008	Annual percentage rates paid to MetLife Advisers		Based on Portfolios average daily net asset levels
$444,071	0.850	%	Of the first $100 million
	0.800	%	On amounts in excess of $100 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Dimensional Fund Advisors, L.P. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B shares. Under the Distribution and Service Plan, the Class B shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amounts paid by the Portfolio for the period ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

Expense Agreement:

Pursuant to an expense agreement relating to each class of the Portfolio, MetLife Advisers has agreed, from October 31, 2008 to April 30, 2009, to waive a portion of its advisory fees or pay a portion of the other operating expenses (not including brokerage costs, interest, taxes, or extraordinary expenses) to the extent total operating expenses exceed stated annual expense limits (based on the Portfolio’s then current fiscal year). For the Portfolio, this subsidy, is subject to the obligation of each class of the Portfolio to repay MetLife Advisers in future years, if any, when a class’ expenses fall below the stated expense limit pertaining to that class that was in effect at the time of the subsidy in question. Such deferred expenses may be charged to a class in a subsequent year to the extent that the charge does not cause the total expenses in such subsequent year to exceed the class’ stated expense limit that was in effect at the time of the subsidy in question; provided, however, that no class of the Portfolio is obligated to repay any expense paid by MetLife Advisers more than five years after the end of the fiscal year in which such expense was incurred.

The expense limits (annual rates as a percentage of each class of the Portfolio’s net average daily net assets) in effect from October 31, 2008 to April 30, 2009 are 1.15% and 1.40% for Class A and B, respectively.

As of December 31, 2008, the amount of expenses deferred in 2008 subject to repayment until December 31, 2013 was $60,648.

5. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of

MSF-34

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

6. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-35

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Met/Dimensional International Small Company Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations, statement of changes in net assets and financial highlights for the period from October 31, 2008 (commencement of operations) through December 31, 2008. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Met/Dimensional International Small Company Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations, the changes in its net assets and the financial highlights for the period from October 31, 2008 (commencement of operations) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2009

MSF-36

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-37

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-38

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-39

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-40

Metropolitan Series Fund, Inc.

Met/Dimensional International Small Company Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

Certain Matters Relating to Met/Dimensional International Small Cap Portfolio (the “Dimensional Portfolio”). At the August 13-14, 2008 Board meeting, the Board established the Dimensional Portfolio. The Board also approved the Dimensional Portfolio’s advisory agreement between the Fund, on behalf of the Dimensional Portfolio, and MetLife Advisers (the “Dimensional Advisory Agreement”) and the subadvisory agreement between MetLife Advisers and Dimensional Fund Advisers, L.P. (“Dimensional”) (the “Dimensional Subadvisory Agreement,” and, together with the Dimensional Advisory Agreement, the “Dimensional Agreements”).

The Board met with representatives from Dimensional and received information regarding Dimensional’s future plans for the management of the Dimensional Portfolio. In making the determination to approve the Dimensional Agreements, the Board carefully considered those factors described above with respect to the continuation of the Continued Agreements, as relevant to both the Dimensional Advisory Agreement and Dimensional Subadvisory Agreement. In addition to these factors, the Board also considered as relevant the experience, investment style and investment performance history of Dimensional as portfolio manager.

Following such consideration, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, unanimously voted to approve the Dimensional Agreements, effective October 30, 2008 through October 29, 2010.

MSF-41

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-42

Simplify your life…

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  Metropolitan Series Fund, Inc. MetLife Aggressive Allocation Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the MetLife Aggressive Allocation Portfolio returned -40.3% compared to the -37.3% return of the Wilshire 5000 Stock Index ¹. Considering that no single index or benchmark can accurately capture the multiple asset class design of the Portfolio, we have created a blended benchmark comprised of several indices for use in portfolio design and evaluation purposes. Specifically, the blended benchmark for the MetLife Aggressive Allocation Portfolio currently consists of an 75% allocation to the Wilshire 5000 Stock Index and a 25% allocation to the Morgan Stanley Capital International EAFE Index². During the twelve-month period ended December 31, 2008, the blended benchmark returned -38.8%.

ECONOMIC AND MARKET REVIEW

The first half of 2008 was highlighted by growing concerns about the economy due to the emerging credit crisis, rising unemployment, falling consumer confidence, a struggling housing sector, and skyrocketing food and energy prices. The forced sale of Bear Stearns in March to JP Morgan at first appeared to be an isolated event, but would prove to be a harbinger of things to come. The Federal Reserve was aggressive early in the year to revive the economy when they cut their target rate several times to bring it down from 4.25% to 2.00% by early May. They held rates steady in subsequent meetings through the summer as they tried to balance the danger of the economy falling into a recession against their desire to control growing inflation pressures.

However, the evidence of a weakening economy (especially falling real estate prices and the impact of the sub-prime mortgage crisis) gained momentum during the summer, climaxing in the extraordinary events of September and October that saw the government’s provision of credit assistance to Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers, and the failure of Washington Mutual. The U.S. government and governments around the world took massive fiscal and monetary actions to stabilize the capital markets, restore liquidity to the clogged credit pipeline, and to stimulate the economy. These efforts continue as we move into 2009. Although we now know that the recession began a year ago in December 2007, the recession intensified during the last months of 2008: unemployment rose sharply as companies made massive layoffs, housing prices and sales continued to fall, retail sales fell, and, in a bit of good news / bad news, oil prices fell nearly $100 per barrel in response in expectation of lower global demand. The incoming administration of Barack Obama faces what most pundits call the largest economic crisis since the Great Depression.

U.S. common stocks suffered their worst calendar year decline in over seventy years during 2008 as measured by the -37.0% return of the Standard & Poor’s 500 Index⁴. Growing expectations for a deep and long recession and a sharp drop in corporate earnings drove stock prices lower. The total collapse of several high profile financial firms pulled the indices down further. While there was very little difference in the return by style within large cap stocks, growth fell more than value at the mid cap and small cap segments. There was little difference in return by capitalization. By sector, Financials and Materials were down the most, while Consumer Staples held up better on a relative basis. Energy, which was up nearly 9% in the first half of the year, fell 40% in the second half to finish the year down almost 35%. Foreign stocks were also down sharply for the year, falling over 43% as measured by the MSCI EAFE Index. Emerging markets were down 53.3% as measured by the MSCI Emerging Markets Index⁵.

PORTFOLIO REVIEW

The MetLife Aggressive Allocation Portfolio is a “fund of funds” consisting of other portfolios of the Met Investors Series Trust and the Metropolitan Series Fund with a broad allocation goal of 100% in equities and 0% in fixed income, although we do expect there will be a small fixed income position through the cash holdings of the underlying equity funds. The most significant change in strategy during the first half of 2008 was an increase in the asset class goal for foreign stocks from 20% of total equities to 25% of total equities. For this Portfolio, this resulted in a change in the goal for foreign stocks from 20% to 25%. There were also several small adjustments to the underlying portfolio targets that were part of the annual review and restructuring. We initiated positions in two new portfolios during the fourth quarter to add further diversification: a 3% position in the Met/Dimensional International Small Company Portfolio and a 2% position in the Van Eck Global Natural Resources Portfolio.

The Portfolio was structured to be diversified across a wide variety of equity asset classes to add value over the long term. However, for most of 2008, investors shunned risk and rewarded only what they perceived to be the safest investments.

Within the equity sector, a cumulative overweight in the weak Financials and Materials sectors and an underweight to the relatively better performing Consumer Staples sector detracted from relative performance during the full year. Although all equity portfolios were down sharply for the year, several held up better than the market and helped relative performance. Dreman Small Cap Value Portfolio, although down over 25% for the year, held up better than the broad equity indices due to an overweight in the Consumer Staples sector and good overall stock selection, especially in the Health Care sector. BlackRock Large Cap Value Portfolio added to relative performance mostly due to good stock selection in the Financials sector by avoiding many of the high profile blowups. MFS Value Portfolio also had good relative performance for the year. It was helped by an underweight and good stock selection in the generally struggling Information Technology sector. They avoided poorer performing stocks such as Apple, Google, and Mircosoft and owned better performing alternatives such as Accenture, Oracle, and IBM.

The Legg Mason Value Equity Portfolio was hurt in the first half of the year by its lack of exposure to the strong energy sector, but it continued to struggle in the second half even though the portfolio managers’ concerns about the sustainability of the high energy prices

MSF-2

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

proved to be correct. The portfolio was also hurt by its exposure to several of the high profile financial stocks. Neuberger Berman Mid Cap Value Portfolio, one of the strongest performing portfolios in the first half of the year due to its energy exposure, struggled in the second half of the year for the same reason. It also was hurt by its exposure to Bear Stearns and poor overall stock selection in the Industrial sector. For example Chicago Bridge & Iron, Terex Corp., and McDermott International were all large positions that each fell over 70% for the year. FI Mid Cap Opportunities Portfolio was also hurt by its energy exposure in the second half and by overall poor stock selection, especially in the Financials (holding Brazilian brokerage firm BM&F Bovespa) and Industrials (holding engineering firm Flowserve) sectors.

Despite the recent poor performance of the Portfolio, we will continue to take a long term view to provide a well diversified portfolio to meet long term objectives.

* The views expressed above are those of the advisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Wilshire 5000 Equity Index measures the performance of all U.S. headquartered equity securities with readily available price data.

² The Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”) is an unmanaged free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada.

³ Barclays Capital Aggregate Bond Index (formerly, Lehman Brothers U.S. Aggregate Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

⁴ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

⁵ The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of January 2009 the MSCI Emerging Markets Index consisted of the following 23 emerging market country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungry, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

MSF-3

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

A $10,000 INVESTMENT COMPARED TO

THE WILSHIRE 5000 STOCK INDEX

Average Annual Returns as of December 31, 2008

	MetLife Aggressive Allocation Portfolio				Wilshire 5000 Stock Index
	Class A		Class B
1 Year	-40.3	%	-40.4	%	-37.3	%
Since Inception	-5.6		-5.9		-4.2

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception date of the Class A and Class B shares is 5/2/05. Index since inception return is based on the Portfolio’s inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	11.7%
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	7.2%
Metropolitan Series Fund, Inc.—MetLife Stock Index Portfolio, (Class A)	6.9%
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	6.9%
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	6.9%
Metropolitan Series Fund, Inc.—MFS Value Portfolio, (Class A)	6.1%
Met Investors Series Trust—MFS Research International Portfolio, (Class A)	5.6%
Metropolitan Series Fund, Inc.—Julius Baer International Stock Portfolio, (Class A)	5.2%
Met Investors Series Trust—Harris Oakmark International Portfolio, (Class A)	5.1%
Met Investors Series Trust—BlackRock Large Cap Core Portfolio, (Class A)	5.1%

MSF-4

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
MetLife Aggressive Allocation—Class A(a)(b)	Actual	0.84	%	$	1,000.00	$	674.98	$	3.54
	Hypothetical	0.84	%	$	1,000.00	$	1,020.86	$	4.27
MetLife Aggressive Allocation—Class B(a)(b)	Actual	1.09	%	$	1,000.00	$	674.07	$	4.59
	Hypothetical	1.09	%	$	1,000.00	$	1,019.59	$	5.53

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects an expense agreement between MetLife Advisers, LLC and the Portfolio as described under Expense Agreement in Note 4 to the Financial Statements.

^(b) The annualized expense ratio reflects the expenses of both the Portfolio and the underlying Portfolios in which it invests.

MSF-5

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Schedule of Investments as of December 31, 2008

Mutual Funds—100.0% of Total Net Assets

Security Description	Shares	Value*
Affiliated Investment Companies—100.0%
Met Investors Series Trust—BlackRock Large Cap Core Portfolio, (Class A)	1,158,786	$	7,729,102
Met Investors Series Trust—Clarion Global Real Estate Portfolio, (Class A)	405,841		3,003,221
Met Investors Series Trust—Dreman Small Cap Value Portfolio, (Class A)	643,491		6,306,209
Met Investors Series Trust—Harris Oakmark International Portfolio, (Class A)	909,345		7,793,087
Met Investors Series Trust—Lazard Mid-Cap Portfolio, (Class A)	866,295		6,003,424
Met Investors Series Trust—Legg Mason Value Equity Portfolio, (Class A)	1,520,230		6,977,855
Met Investors Series Trust—Met/AIM Small Cap Growth Portfolio, (Class A)	721,330		6,030,322
Met Investors Series Trust—MFS Research International Portfolio, (Class A)	1,141,513		8,458,615
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	1,252,349		10,845,341
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	817,294		17,759,806
Metropolitan Series Fund, Inc.—FI Mid Cap Opportunities Portfolio, (Class A)	603,810		5,687,891
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	1,334,574		10,423,025
Metropolitan Series Fund, Inc.—Julius Baer International Stock Portfolio, (Class A)	1,009,429		7,873,544
Metropolitan Series Fund, Inc.—Met/Dimensional International Small Co. Portfolio, (Class A)	433,783		4,407,233
Metropolitan Series Fund, Inc.—MetLife Stock Index Portfolio, (Class A)	478,550		10,532,893
Metropolitan Series Fund, Inc.—MFS Value Portfolio, (Class A)	1,002,010		9,288,631
Metropolitan Series Fund, Inc.—Neuberger Berman Mid Cap Value Portfolio, (Class A)	555,065		6,105,716
Metropolitan Series Fund, Inc.—Russell 2000 Index Portfolio, (Class A)	346,967		3,084,539
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	1,148,111		10,390,408
Metropolitan Series Fund, Inc.—Van Eck Global Natural Resources Portfolio, (Class A)	289,302		2,809,118
Total Mutual Funds (Identified Cost $245,538,747)			151,509,980
Total Investments—100.0% (Identified Cost $245,538,747) (a)			151,509,980
Liabilities in excess of other assets			(19,277	)
Total Net Assets—100%		$	151,490,703

(a) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $255,138,193 and the composition of unrealized appreciation and depreciation of investment securities was $78,089 and $(103,706,302), respectively.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	151,509,980	$	0
Level 2 - Other Significant Observable Inputs		0		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	151,509,980	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a)			$	151,509,980
Receivable for:
Securities sold				46,603
Fund shares sold				229,651
Due from investment adviser				26,824
Total Assets				151,813,058
Liabilities
Payable for:
Fund shares redeemed	$	276,254
Accrued expenses:
Service and distribution fees		25,206
Other expenses		20,895
Total Liabilities				322,355
Net Assets			$	151,490,703
Net assets consists of:
Capital paid in			$	251,310,606
Undistributed net investment income				3,657,228
Accumulated net realized losses				(9,448,364	)
Unrealized depreciation on investments				(94,028,767	)
Net Assets			$	151,490,703
Computation of offering price:
Class A
Net asset value and redemption price per share ($27,524,835 divided by 3,763,620 shares outstanding)			$	7.31
Class B
Net asset value and redemption price per share ($123,965,868 divided by 17,017,780 shares outstanding)			$	7.28
(a) Identified cost of investments			$	245,538,747

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends from Underlying Portfolios				$	2,572,217
Expenses
Management fees	$	201,425
Service and distribution fees—Class B		419,067
Directors’ fees and expenses		627
Custodian		29,124
Audit and tax services		16,419
Legal		3,509
Miscellaneous		6,707
Total expenses		676,878
Expense reimbursements		(56,386	)		620,492
Net Investment Income					1,951,725
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(18,907,932	)
Capital gains distributions from Underlying Portfolios		11,532,874			(7,375,058	)
Change in unrealized depreciation on:
Investments—net					(94,728,560	)
Net loss					(102,103,618	)
Net Decrease in Net Assets From Operations				$	(100,151,893	)

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	1,951,725		$	336,881
Net realized gain (loss)		(7,375,058	)		6,583,322
Change in unrealized depreciation		(94,728,560	)		(5,112,445	)
Increase (decrease) in net assets from operations		(100,151,893	)		1,807,758
From Distributions to Shareholders
Net investment income
Class A		(267,407	)		(77,815	)
Class B		(846,075	)		(60,916	)
		(1,113,482	)		(138,731	)
Net realized gain
Class A		(978,396	)		(49,715	)
Class B		(4,964,703	)		(175,134	)
		(5,943,099	)		(224,849	)
Total distributions		(7,056,581	)		(363,580	)
Increase in net assets from capital share transactions		21,719,725			148,801,089
Net increase (decrease) in net assets		(85,488,749	)		150,245,267
Net Assets
Beginning of the period		236,979,452			86,734,185
End of the period	$	151,490,703		$	236,979,452
Undistributed Net Investment Income
End of the period	$	3,657,228		$	1,099,563

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	1,622,289		$	16,098,849		2,177,073		$	28,039,123
Reinvestments	107,768			1,245,803		9,818			127,530
Redemptions	(944,447	)		(9,479,394	)	(790,860	)		(10,188,504	)
Net increase	785,610		$	7,865,258		1,396,031		$	17,978,149
Class B
Sales	4,569,946		$	45,631,228		13,383,674		$	170,207,545
Reinvestments	503,534			5,810,778		18,214			236,050
Redemptions	(3,854,433	)		(37,587,539	)	(3,098,906	)		(39,620,655	)
Net increase	1,219,047		$	13,854,467		10,302,982		$	130,822,940
Increase derived from capital share transactions			$	21,719,725				$	148,801,089

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	12.66		$	12.29		$	11.21		$	10.00
Income From Investment Operations
Net investment income		0.12	(b)		0.06	(b)		0.12			0.04
Net realized and unrealized gain (loss) of investments		(5.07	)		0.37			1.62			1.24
Total from investment operations		(4.95	)		0.43			1.74			1.28
Less Distributions
Distributions from net investment income		(0.09	)		(0.04	)		(0.13	)		(0.04	)
Distributions from net realized capital gains		(0.31	)		(0.02	)		(0.53	)		(0.03	)
Total distributions		(0.40	)		(0.06	)		(0.66	)		(0.07	)
Net Asset Value, End of Period	$	7.31		$	12.66		$	12.29		$	11.21
Total Return (%)		(40.3	)		3.5			16.1			12.7	(c)
Ratio of operating expenses to average net assets (%) (e)		0.10			0.10			0.10			0.10	(d)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (e)(f)		0.13			0.14			0.17			1.76	(d)
Ratio of net investment income to average net assets (%) (g)		1.16			0.47			0.83			1.53	(d)
Portfolio turnover rate (%)		39			25			37			57	(d)
Net assets, end of period (000)	$	27,525		$	37,715		$	19,444		$	2,867

	Class B
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	12.61		$	12.24		$	11.19		$	10.00
Income From Investment Operations
Net investment income		0.09	(b)		0.02	(b)		0.10			0.03
Net realized and unrealized gain (loss) of investments		(5.06	)		0.38			1.60			1.23
Total from investment operations		(4.97	)		0.40			1.70			1.26
Less Distributions
Distributions from net investment income		(0.05	)		(0.01	)		(0.12	)		(0.04	)
Distributions from net realized capital gains		(0.31	)		(0.02	)		(0.53	)		(0.03	)
Total distributions		(0.36	)		(0.03	)		(0.65	)		(0.07	)
Net Asset Value, End of Period	$	7.28		$	12.61		$	12.24		$	11.19
Total Return (%)		(40.4	)		3.3			15.7			12.6	(c)
Ratio of operating expenses to average net assets (%) (e)		0.35			0.35			0.35			0.35	(d)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (e)(f)		0.38			0.39			0.42			2.01	(d)
Ratio of net investment income to average net assets (%) (g)		0.93			0.16			0.31			1.29	(d)
Portfolio turnover rate (%)		39			25			37			57	(d)
Net assets, end of period (000)	$	123,966		$	199,265		$	67,290		$	7,384

(a) Commencement of operations was May 2, 2005.

(b) Per share amount is based on average shares outstanding during the period.

(c) Periods less than one year are not computed on an annualized basis.

(d) Computed on an annualized basis.

(e) The ratio of operating expenses to average net assets does not include expenses of investment companies in which the Portfolio invests.

(f) See Note 4 of the Notes to Financial Statements.

(g) Recognition of net investment income by the Portfolio is affected by the timing of the declaration of dividends by the Underlying Portfolios in which it invests.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The MetLife Aggressive Allocation Portfolio (the “Asset Allocation Portfolio”) is a non-diversified series of the fund. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers, LLC (“MetLife Advisers”) or its affiliates (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although not all Portfolios are available to all such separate accounts and Qualified Plans. The Asset Allocation Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Asset Allocation Portfolio are named Class A and Class B. The classes of the Asset Allocation Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Asset Allocation Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Asset Allocation Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

The net asset value of the Asset Allocation Portfolio is calculated based on the net asset values of the Underlying Portfolios in which the Asset Allocation Portfolio invests. The Underlying Portfolios that are series of the Fund will use fair value pricing in the circumstances and manner described below. For more information about the use of fair value pricing by the Underlying Portfolios that are series of Met Investors Series Trust (“MIST”), please refer to the prospectus for such Underlying Portfolios.

The Underlying Portfolios that are series of the Fund are valued as follows:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

MSF-11

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When an Underlying Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Underlying Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Underlying Portfolios expect to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Underlying Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Underlying Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Underlying Portfolio values its securities. For example, foreign security values may be affected by activity that occurs after the close of foreign securities markets. To account for this, the Underlying Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”) or the subadviser of the Underlying Portfolio, as applicable.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Asset Allocation Portfolio had no capital loss carryforwards.

MSF-12

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$2,183,622	$	363,580	$	4,872,959	$	—	$	—	$	—	$	7,056,581	$	363,580

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$3,657,228	$	281,073	$	(103,628,213	)	$	—	$	(99,689,912	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(129,989	)

Dividends and Distributions to Shareholders:

The Asset Allocation Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of Underlying Portfolios by the Asset Allocation Portfolio were $106,795,377 and $78,677,570, respectively.

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$201,425	0.100%	Of the first $500 million
	0.075%	Of the next $500 million
	0.050%	On amounts in excess of $1 billion

In addition to the above Management Fee paid to MetLife Advisers, the Portfolio indirectly pays MetLife Advisers an investment advisory fee through its investments in certain Underlying Portfolios.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MSF-13

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Asset Allocation Portfolio’s Class B shares. Under the Distribution and Service Plan, the Class B shares of the Asset Allocation Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Asset Allocation Portfolio shares for promoting or selling and servicing the Class B shares of the Asset Allocation Portfolio. The fees under the Distribution and Service Plan for each class of the Asset Allocation Portfolio’s shares are calculated as a percentage of the Asset Allocation Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amounts paid by the Asset Allocation Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

Expense Agreement:

Pursuant to an expense agreement relating to each class of the Asset Allocation Portfolio, MetLife Advisers has agreed, from May 1, 2008 to April 30, 2009, to waive a portion of its advisory fees or pay a portion of the other operating expenses (not including brokerage costs, interest, taxes, or extraordinary expenses) to the extent total operating expenses exceed stated annual expense limits (based on the Asset Allocation Portfolio’s then current fiscal year). For the Asset Allocation Portfolio, this subsidy, and similar subsidies in effect in earlier periods, are subject to the obligation of each class of the Asset Allocation Portfolio to repay MetLife Advisers in future years, if any, when a class’s expenses fall below the stated expense limit pertaining to that class that was in effect at the time of the subsidy in question. Such deferred expenses may be charged to a class in a subsequent year to the extent that the charge does not cause the total expenses in such subsequent year to exceed the class’ stated expense limit that was in effect at the time of the subsidy in question; provided, however, that no class of the Asset Allocation Portfolio is obligated to repay any expense paid by MetLife Advisers more than five years after the end of the fiscal year in which such expense was incurred.

The expense limits (annual rates as a percentage of each class of the Asset Allocation Portfolio’s net average daily net assets) in effect from May 1, 2008 to April 30, 2009 are 0.10% and 0.35% for Class A and B, respectively.

As of December 31, 2008, the amount of expenses deferred in 2005 subject to repayment until December 31, 2010 was $38,508 for the Asset Allocation Portfolio. The amount of expenses deferred in 2006 subject to repayment until December 31, 2011 was $33,960. The amount of expenses deferred in 2007 subject to repayment until December 31, 2012 was $59,166. The amount of expenses deferred in 2008 subject to repayment until December 31, 2013 was $56,386.

5. TRANSACTIONS IN SECURITIES OF AFFILIATED ISSUERS:

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising management or control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolio’s net assets. Transactions in Underlying Portfolios during the year ended December 31, 2008 are as follows:

Underlying Portfolio (Class A)	Beginning Shares as of 12/31/2007	Shares Purchased during Period	Shares Sold during Period	Ending Shares as of 12/31/2008
MIST—BlackRock Large Cap Core	654,715	667,421	163,350	1,158,786
MIST—Clarion Global Real Estate	322,079	139,869	56,107	405,841
MIST—Dreman Small Cap Value	849,706	144,391	350,606	643,491
MIST—Harris Oakmark International	1,223,694	472,819	787,168	909,345
MIST—Lazard Mid-Cap	1,127,095	254,276	515,076	866,295
MIST—Legg Mason Value Equity	1,552,046	465,037	496,853	1,520,230
MIST—Met/AIM Small Cap Growth	631,867	190,747	101,284	721,330
MIST—MFS Research International	0	1,452,095	310,582	1,141,513
MSF—BlackRock Large Cap Value	1,597,668	253,388	598,707	1,252,349
MSF—Davis Venture Value	784,911	162,085	129,702	817,294
MSF—FI Mid Cap Opportunities	439,400	240,349	75,939	603,810
MSF—Jennison Growth	892,547	657,215	215,188	1,334,574
MSF—Julius Baer International Stock	1,315,667	495,413	801,651	1,009,429
MSF—Met/Dimensional International Small Company	0	448,327	14,544	433,783
MSF—MetLife Stock Index	258,550	285,673	65,673	478,550
MSF—MFS Value	0	1,148,942	146,932	1,002,010
MSF—Neuberger Berman Mid Cap Value	1,033,563	209,872	688,370	555,065
MSF—Russell 2000 Index	495,720	95,320	244,073	346,967
MSF—T. Rowe Price Large Cap Growth	1,314,893	313,671	480,453	1,148,111
MSF—Van Eck Global Natural Resources	0	299,243	9,941	289,302

MSF-14

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Underlying Portfolio (Class A)	Realized Gain/(Loss) during Period			Capital Gains Distributions during Period		Dividend Income during Period		Ending Value as of 12/31/2008
MIST—BlackRock Large Cap Core	$	(536,678	)	$	277,781	$	42,524	$	7,729,102
MIST—Clarion Global Real Estate		(247,580	)		391,439		80,798		3,003,221
MIST—Dreman Small Cap Value		(200,886	)		316,632		84,291		6,306,209
MIST—Harris Oakmark International		(4,642,578	)		2,964,625		346,271		7,793,087
MIST—Lazard Mid-Cap		(1,430,809	)		912,864		149,840		6,003,424
MIST—Legg Mason Value Equity		(1,124,569	)		546,726		40,110		6,977,855
MIST—Met/AIM Small Cap Growth		(340,758	)		735,815		0		6,030,322
MIST—MFS Research International		(1,557,759	)		0		0		8,458,615
MSF—BlackRock Large Cap Value		(1,399,928	)		306,183		157,876		10,845,341
MSF—Davis Venture Value		(491,552	)		135,007		324,326		17,759,806
MSF—FI Mid Cap Opportunities		(222,485	)		0		32,883		5,687,891
MSF—Jennison Growth		(504,985	)		883,566		256,225		10,423,025
MSF—Julius Baer International Stock		(3,553,615	)		2,162,103		561,167		7,873,544
MSF—Met/Dimensional International Small Company		(5,275	)		0		0		4,407,233
MSF—MetLife Stock Index		(666,093	)		337,680		157,446		10,532,893
MSF—MFS Value		(522,835	)		0		0		9,288,631
MSF—Neuberger Berman Mid Cap Value		(695,075	)		217,355		151,336		6,105,716
MSF—Russell 2000 Index		(668,451	)		309,066		78,781		3,084,539
MSF—T. Rowe Price Large Cap Growth		(90,043	)		1,036,032		108,343		10,390,408
MSF—Van Eck Global Natural Resources		(5,963	)		0		0		2,809,118

MSF-15

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the MetLife Aggressive Allocation Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from May 2, 2005 (commencement of operations) through December 31, 2005. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MetLife Aggressive Allocation Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, and for the period from May 2, 2005 (commencement of operations) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2009

MSF-16

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-18

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-19

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-20

Metropolitan Series Fund, Inc.

MetLife Aggressive Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-21

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-22

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with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. MetLife Conservative Allocation Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the MetLife Conservative Allocation Portfolio returned -14.1% compared to the -37.3% return of the Wilshire 5000 Stock Index¹ and the 2.4% return of the Barclays Capital U.S. Universal Bond Index². Considering that no single index or benchmark can accurately capture the multiple asset class design of the Portfolio, we have created a blended benchmark comprised of several indices for use in portfolio design and evaluation purposes. Specifically, the blended benchmark for the MetLife Conservative Allocation Portfolio currently consists of a 16% allocation to the Barclays Capital 1 to 3 Year Government Bond Index³, a 64% allocation to the Barclays Capital U.S. Universal Bond Index, a 15% allocation to the Wilshire 5000 Stock Index, and a 5% allocation to the Morgan Stanley Capital International EAFE Index⁴. During the twelve-month period ended December 31, 2008, the blended benchmark returned -6.5%.

ECONOMIC AND MARKET REVIEW

The first half of 2008 was highlighted by growing concerns about the economy due to the emerging credit crisis, rising unemployment, falling consumer confidence, a struggling housing sector, and skyrocketing food and energy prices. The forced sale of Bear Stearns in March to JP Morgan at first appeared to be an isolated event, but would prove to be a harbinger of things to come. The Federal Reserve was aggressive early in the year to revive the economy when they cut their target rate several times to bring it down from 4.25% to 2.00% by early May. They held rates steady in subsequent meetings through the summer as they tried to balance the danger of the economy falling into a recession against their desire to control growing inflation pressures.

However, the evidence of a weakening economy (especially falling real estate prices and the impact of the sub-prime mortgage crisis) gained momentum during the summer, climaxing in the extraordinary events of September and October that saw the government’s provision of credit assistance to Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers, and the failure of Washington Mutual. The U.S. government and governments around the world took massive fiscal and monetary actions to stabilize the capital markets, restore liquidity to the clogged credit pipeline, and to stimulate the economy. These efforts continue as we move into 2009. Although we now know that the recession began a year ago in December 2007, the recession intensified during the last months of 2008: unemployment rose sharply as companies made massive layoffs, housing prices and sales continued to fall, retail sales fell, and, in a bit of good news/bad news, oil prices fell nearly $100 per barrel in response in expectation of lower global demand. The incoming administration of Barack Obama faces what most pundits call the largest economic crisis since the Great Depression.

During the first half of 2008, bond returns fluctuated as investors’ concerns changed from a weakening economy to inflation pressures fueled by soaring energy prices. Bonds eked out modestly positive total return of 1.1% for the January to June period as measured by the Barclays Capital U.S. Aggregate Bond Index⁵. During the second half of the year, the weak economy drove yields down and credit spreads wider as investors sought refuge in the safety of treasury securities. This resulted in mixed returns for bonds. Treasury bonds returned over 13% for the full year, while investment grade corporate bonds were down nearly 5%. High yield bonds were down over 26% for the year with most of the decline occurring in the second half of the year. While most credit based bonds recovered somewhat in December, it was not enough to reverse the earlier losses.

U.S. common stocks suffered their worst calendar year decline in over seventy years during 2008 as measured by the -37.0% return of the Standard & Poor’s 500 Index⁶. Growing expectations for a deep and long recession and a sharp drop in corporate earnings drove stock prices lower. The total collapse of several high profile financial firms pulled the indices down further. While there was very little difference in the return by style within large cap stocks, growth fell more than value at the mid cap and small cap segments. There was little difference in return by capitalization. By sector, Financials and Materials were down the most, while Consumer Staples held up better on a relative basis. Energy, which was up nearly 9% in the first half of the year, fell 40% in the second half to finish the year down almost 35%. Foreign stocks were also down sharply for the year, falling over 43% as measured by the MSCI EAFE Index. Emerging markets were down 53.3% as measured by the MSCI Emerging Markets Index⁷.

PORTFOLIO REVIEW

The MetLife Conservative Allocation Portfolio is a “fund of funds” consisting of other portfolios of the Met Investors Series Trust and the Metropolitan Series Fund with a broad allocation goal of 20% in equities and 80% in fixed income. The most significant change in strategy during the first half of 2008 was an increase in the asset class goal for foreign stocks from 20% of total equities to 25% of total equities. For this Portfolio, this resulted in a change in the goal for foreign stocks from 4% to 5%. There were also several small adjustments to the underlying portfolio targets that were part of the annual review and restructuring. We added a 1% position in the Van Eck Global Natural Resources Portfolio to add further diversification.

The Portfolio was structured to be diversified across a wide variety of asset classes to add value over the long term. However, for most of 2008, investors shunned risk and rewarded only what they perceived to be the safest investments.

The Portfolio’s fixed income portfolios had the biggest negative impact on relative performance as the Portfolio’s underlying bond portfolios held higher positions in credit based bonds (and less in Treasury securities) than is held in the broad bond indices. In particular, the Lord Abbett Bond Debenture Portfolio, the Western Asset Management Strategic Bond Opportunities Portfolio, and the BlackRock High Yield Portfolio were down sharply relative to the broad index because of their high yield bond and other credit exposure. Overall high yield exposure was about 10% of the portfolio,

MSF-2

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

which was in line with our target. WAM Strategic was also adversely impacted by its significant exposure to Non-Agency Mortgage Backed Securities, which were down sharply in response to the credit crisis. The PIMCO Inflation Protected Bond Portfolio, which did well in the first half when inflation expectations were still prevalent, had a large negative impact in the second half of the year as inflation expectations lessened because of the weak economy and falling oil prices. In fact, during 2008 inflation grew at its lowest rate in over fifty years.

Within the equity sector, a cumulative overweight in the Financials and Materials sectors and an underweight to the Consumer Staples sector detracted from relative performance during the full year. Certain Portfolios led a positive impact on relative performance. Dreman Small Cap Value Portfolio, although down over 25% for the year, outperformed its index due to an overweight in the relatively better performing Consumer Staples sector and overall stock selection, especially in the Health Care sector. BlackRock Large Cap Value Portfolio added to relative performance mostly due to favorable stock selection in the Financials sector.

The Legg Mason Value Equity Portfolio was hurt in the first half of the year by its lack of exposure to the strong energy sector, but it continued to struggle in the second half even though the portfolio managers’ concerns about the sustainability of the high energy prices proved to be correct. The portfolio was also hurt by its exposure to several of the high profile financial stocks. Neuberger Berman Mid Cap Value Portfolio, one of the strongest performing portfolios in the first half of the year due to its energy exposure, struggled in the second half of the year for the same reason. It also was hurt by its exposure to Bear Stearns and poor overall stock selection in the Industrial sector. For example Chicago Bridge & Iron, Terex Corp., and McDermott International were all large positions that each fell over 70% for the year. FI Mid Cap Opportunities Portfolio was also hurt by its energy exposure in the second half and by overall poor stock selection, especially in the Financials (holding Brazilian brokerage firm BM&F Bovespa) and Industrials (holding engineering firm Flowserve) sectors.

Despite the recent poor performance of the Portfolio, we will continue to take a long term view to provide a well diversified portfolio to meet long term objectives.

* The views expressed above are those of the advisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Wilshire 5000 Equity Index measures the performance of all U.S. headquartered equity securities with readily available price data.

² The Barclays Capital U.S. Universal Bond Index (formerly, Lehman Brothers U.S. Universal Bond Index) represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index, the non-EIRSA portion of the Commercial Mortgage Backed Securities Index and the Commercial Mortgage Backed Securities High Yield Index. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

³ The Barclays Capital 1 to 3 Year Government Bond Index (formerly, Lehman Brothers 1 to 3 Year Government Bond Index) includes most obligations of the U.S Treasury, agencies and quasi-federal corporations having maturities between one to three years. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

⁴ The Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”) is an unmanaged free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada.

⁵ Barclays Capital U.S. Aggregate Bond Index (formerly, Lehman Brothers U.S. Aggregate Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

⁶ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

⁷ The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of January 2009 the MSCI Emerging Markets Index consisted of the following 23 emerging market country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

MSF-3

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

A $10,000 INVESTMENT COMPARED TO THE WILSHIRE 5000 STOCK INDEX AND THE BARCLAYS CAPITAL U.S. UNIVERSAL BOND INDEX

Average Annual Returns as of December 31, 2008

	MetLife Conservative Allocation Portfolio				Wilshire 5000 Stock Index		Barclays Capital U.S. Universal Bond Index
	Class A		Class B
1 Year	-14.1	%	-14.4	%	-37.3	%	2.4	%
Since Inception	0.4		0.1		-4.2		4.3

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception date of the Class A and Class B shares is 5/2/05. Index since inception return is based on the Portfolio’s inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION as of December 31, 2008

Top Holdings

	% of Total Net Assets
Met Investors Series Trust—PIMCO Total Return Portfolio, (Class A)	24.5%
Metropolitan Series Fund, Inc.—BlackRock Bond Income Portfolio, (Class A)	19.9%
Metropolitan Series Fund, Inc.—Western Asset Mgt. Strategic Bond Opportunities Portfolio, (Class A)	18.0%
Met Investors Series Trust—PIMCO Inflation Protected Bond Portfolio, (Class A)	6.0%
Metropolitan Series Fund, Inc.—Western Asset Mgt. U.S. Government Portfolio, (Class A)	5.9%
Met Investors Series Trust—Lord Abbett Bond Debenture Portfolio, (Class A)	3.0%
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	2.9%
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	2.0%
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	2.0%
Met Investors Series Trust—BlackRock High Yield Portfolio, (Class A)	1.9%

MSF-4

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
MetLife Conservative Allocation—Class A(a)(b)	Actual	0.67	%	$	1,000.00	$	882.85	$	3.17
	Hypothetical	0.67	%	$	1,000.00	$	1,021.73	$	3.40
MetLife Conservative Allocation—Class B(a)(b)	Actual	0.92	%	$	1,000.00	$	880.53	$	4.35
	Hypothetical	0.92	%	$	1,000.00	$	1,020.46	$	4.67

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects an expense agreement between MetLife Advisers, LLC and the Portfolio as described under Expense Agreement in Note 4 to the Financial Statements.

^(b) The annualized expense ratio reflects the expenses of both the Portfolio and the underlying Portfolios in which it invests.

MSF-5

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Schedule of Investments as of December 31, 2008

Mutual Funds—100.0% of Total Net Assets

Security Description	Shares	Value*
Affiliated Investment Companies—100.0%
Met Investors Series Trust—BlackRock High Yield Portfolio, (Class A)	812,245	$	4,719,144
Met Investors Series Trust—BlackRock Large Cap Core Portfolio, (Class A)	382,904		2,553,971
Met Investors Series Trust—Dreman Small Cap Value Portfolio, (Class A)	266,097		2,607,747
Met Investors Series Trust—Harris Oakmark International Portfolio, (Class A)	295,423		2,531,771
Met Investors Series Trust—Lazard Mid-Cap Portfolio, (Class A)	358,154		2,482,005
Met Investors Series Trust—Legg Mason Value Equity Portfolio, (Class A)	504,313		2,314,797
Met Investors Series Trust—Lord Abbett Bond Debenture Portfolio, (Class A)	769,111		7,491,145
Met Investors Series Trust—Met/AIM Small Cap Growth Portfolio, (Class A)	298,484		2,495,329
Met Investors Series Trust—MFS Research International Portfolio, (Class A)	389,618		2,887,067
Met Investors Series Trust—PIMCO Inflation Protected Bond Portfolio, (Class A)	1,520,575		14,947,253
Met Investors Series Trust—PIMCO Total Return Portfolio, (Class A)	5,302,929		61,513,977
Metropolitan Series Fund, Inc.—BlackRock Bond Income Portfolio, (Class A)	488,139		50,034,289
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	593,241		5,137,466
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	337,907		7,342,722
Metropolitan Series Fund, Inc.—FI Mid Cap Opportunities Portfolio, (Class A)	248,607		2,341,880
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	315,122		2,461,100
Metropolitan Series Fund, Inc.—Julius Baer International Stock Portfolio, (Class A)	326,742		2,548,586
Metropolitan Series Fund, Inc.—Met/Dimensional International Small Co. Portfolio, (Class A)	243,835		2,477,360
Metropolitan Series Fund, Inc.—MetLife Stock Index Portfolio, (Class A)	112,916		2,485,282
Metropolitan Series Fund, Inc.—Neuberger Berman Mid Cap Value Portfolio, (Class A)	229,245		2,521,696
Metropolitan Series Fund, Inc.—Russell 2000 Index Portfolio, (Class A)	286,577		2,547,667
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	542,651		4,910,992
Metropolitan Series Fund, Inc.—Western Asset Mgt. Strategic Bond Opportunities Portfolio, (Class A)	4,366,084		45,101,645
Metropolitan Series Fund, Inc.—Western Asset Mgt. U.S. Government Portfolio, (Class A)	1,233,206		14,699,812
Total Mutual Funds (Identified Cost $292,931,516)			251,154,703
Total Investments—100.0% (Identified Cost $292,931,516) (a)			251,154,703
Liabilities in excess of other assets			(57,738	)
Total Net Assets—100%		$	251,096,965

(a) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $298,015,540 and the composition of unrealized appreciation and depreciation of investment securities was $43,174 and $(46,904,011), respectively.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	251,154,703	$	0
Level 2 - Other Significant Observable Inputs		0		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	251,154,703	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a)			$	251,154,703
Receivable for:
Securities sold				13,109
Fund shares sold				221,269
Due from investment adviser				9,460
Total Assets				251,398,541
Liabilities
Payable for:
Fund shares redeemed	$	234,378
Accrued expenses:
Service and distribution fees		45,993
Other expenses		21,205
Total Liabilities				301,576
Net Assets			$	251,096,965
Net assets consists of:
Capital paid in			$	286,346,239
Undistributed net investment income				9,691,380
Accumulated net realized losses				(3,163,841	)
Unrealized depreciation on investments				(41,776,813	)
Net Assets			$	251,096,965
Computation of offering price:
Class A
Net asset value and redemption price per share ($26,030,051 divided by 2,764,628 shares outstanding)			$	9.42
Class B
Net asset value and redemption price per share ($225,066,914 divided by 24,040,601 shares outstanding)			$	9.36
(a) Identified cost of investments			$	292,931,516

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends from Underlying Portfolios				$	8,807,572
Expenses
Management fees	$	244,121
Service and distribution fees—Class B		537,207
Directors’ fees and expenses		627
Custodian		29,124
Audit and tax services		16,423
Legal		4,555
Miscellaneous		7,209
Total expenses		839,266
Expense reimbursements		(57,938	)		781,328
Net Investment Income					8,026,244
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(5,379,629	)
Capital gains distributions from Underlying Portfolios		4,416,269			(963,360	)
Change in unrealized depreciation on:
Investments—net					(46,516,237	)
Net loss					(47,479,597	)
Net Decrease in Net Assets From Operations				$	(39,453,353	)

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	8,026,244		$	2,113,610
Net realized gain (loss)		(963,360	)		1,786,038
Change in unrealized appreciation (depreciation)		(46,516,237	)		2,731,609
Increase (decrease) in net assets from operations		(39,453,353	)		6,631,257
From Distributions to Shareholders
Net investment income
Class A		(356,833	)		0
Class B		(1,900,226	)		0
		(2,257,059	)		0
Net realized gain
Class A		(256,114	)		(9,649	)
Class B		(1,743,507	)		(49,328	)
		(1,999,621	)		(58,977	)
Total distributions		(4,256,680	)		(58,977	)
Increase in net assets from capital share transactions		122,703,422			98,254,027
Net increase in net assets		78,993,389			104,826,307
Net Assets
Beginning of the period		172,103,576			67,277,269
End of the period	$	251,096,965		$	172,103,576
Undistributed Net Investment Income
End of the period	$	9,691,380		$	2,225,429

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	1,973,449		$	20,744,919		2,039,673		$	22,155,271
Reinvestments	56,131			612,947		886			9,649
Redemptions	(1,540,353	)		(15,792,398	)	(808,139	)		(8,800,183	)
Net increase	489,227		$	5,565,468		1,232,420		$	13,364,737
Class B
Sales	17,949,128		$	188,689,371		13,942,100		$	150,674,842
Reinvestments	335,210			3,643,733		4,551			49,328
Redemptions	(7,429,924	)		(75,195,150	)	(6,096,389	)		(65,834,880	)
Net increase	10,854,414		$	117,137,954		7,850,262		$	84,889,290
Increase derived from capital share transactions			$	122,703,422				$	98,254,027

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	11.18		$	10.58		$	10.37		$	10.00
Income From Investment Operations
Net investment income		0.39	(b)		0.22	(b)		0.36			0.03
Net realized and unrealized gain (loss) of investments		(1.94	)		0.39			0.36			0.38
Total from investment operations		(1.55	)		0.61			0.72			0.41
Less Distributions
Distributions from net investment income		(0.12	)		0.00			(0.37	)		(0.03	)
Distributions from net realized capital gains		(0.09	)		(0.01	)		(0.14	)		(0.01	)
Total distributions		(0.21	)		(0.01	)		(0.51	)		(0.04	)
Net Asset Value, End of Period	$	9.42		$	11.18		$	10.58		$	10.37
Total Return (%)		(14.1	)		5.7			7.3			4.1	(c)
Ratio of operating expenses to average net assets (%) (d)		0.10			0.10			0.10			0.10	(e)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)(f)		0.12			0.15			0.19			1.05	(e)
Ratio of net investment income to average net assets (%) (g)		3.77			2.05			2.75			0.96	(e)
Portfolio turnover rate (%)		25			40			24			32	(e)
Net assets, end of period (000)	$	26,030		$	25,447		$	11,030		$	2,785

	Class B
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	11.12		$	10.54		$	10.36		$	10.00
Income From Investment Operations
Net investment income		0.33	(b)		0.19	(b)		0.34			0.03
Net realized and unrealized gain (loss) of investments		(1.90	)		0.40			0.34			0.37
Total from investment operations		(1.57	)		0.59			0.68			0.40
Less Distributions
Distributions from net investment income		(0.10	)		0.00			(0.36	)		(0.03	)
Distributions from net realized capital gains		(0.09	)		(0.01	)		(0.14	)		(0.01	)
Total distributions		(0.19	)		(0.01	)		(0.50	)		(0.04	)
Net Asset Value, End of Period	$	9.36		$	11.12		$	10.54		$	10.36
Total Return (%)		(14.4	)		5.6			6.9			4.0	(c)
Ratio of operating expenses to average net assets (%) (d)		0.35			0.35			0.35			0.35	(e)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)(f)		0.37			0.40			0.44			1.30	(e)
Ratio of net investment income to average net assets (%) (g)		3.22			1.77			1.89			1.00	(e)
Portfolio turnover rate (%)		25			40			24			32	(e)
Net assets, end of period (000)	$	225,067		$	146,651		$	56,247		$	12,638

(a) Commencement of operations was May 2, 2005.

(b) Per share amount is based on average shares outstanding during the period.

(c) Periods less than one year are not computed on an annualized basis.

(d) The ratio of operating expenses to average net assets does not include expenses of investment companies in which the Portfolio invests.

(e) Computed on an annualized basis.

(f) See Note 4 of the Notes to Financial Statements.

(g) Recognition of net investment income by the Portfolio is affected by the timing of the declaration of dividends by the Underlying Portfolios in which it invests.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The MetLife Conservative Allocation Portfolio (the “Asset Allocation Portfolio”) is a non-diversified series of the fund. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers, LLC (“MetLife Advisers”) or its affiliates (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although not all Portfolios are available to all such separate accounts and Qualified Plans. The Asset Allocation Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Asset Allocation Portfolio are named Class A and Class B. The classes of the Asset Allocation Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Asset Allocation Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Asset Allocation Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

The net asset value of the Asset Allocation Portfolio is calculated based on the net asset values of the Underlying Portfolios in which the Asset Allocation Portfolio invests. The Underlying Portfolios that are series of the Fund will use fair value pricing in the circumstances and manner described below. For more information about the use of fair value pricing by the Underlying Portfolios that are series of Met Investors Series Trust (“MIST”), please refer to the prospectus for such Underlying Portfolios.

The Underlying Portfolios that are series of the Fund are valued as follows:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that

MSF-11

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When an Underlying Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Underlying Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Underlying Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Underlying Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Underlying Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Underlying Portfolio values its securities. For example, foreign security values may be affected by activity that occurs after the close of foreign securities markets. To account for this, the Underlying Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”) or the subadviser of the Underlying Portfolio, as applicable.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purpose.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Asset Allocation Portfolio had no capital loss carryforwards.

MSF-12

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$2,773,815	$	58,977	$	1,482,865	$	—	$	—	$	—	$	4,256,680	$	58,977

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$9,691,380	$	1,960,265	$	(46,860,837	)	$	—	$	(35,209,192	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(40,084	)

Dividends and Distributions to Shareholders:

The Asset Allocation Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of Underlying Portfolios by the Asset Allocation Portfolio were $190,545,149 and $59,647,971, respectively.

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$244,121	0.100%	Of the first $500 million
	0.075%	Of the next $500 million
	0.050%	On amounts in excess of $1 billion

In addition to the above Management Fee paid to MetLife Advisers, the Portfolio indirectly pays MetLife Advisers an investment advisory fee through its investments in certain Underlying Portfolios.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MSF-13

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Asset Allocation Portfolio’s Class B shares. Under the Distribution and Service Plan, the Class B shares of the Asset Allocation Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Asset Allocation Portfolio shares for promoting or selling and servicing the Class B shares. The fees under the Distribution and Service Plan for each class of the Asset Allocation Portfolio’s shares are calculated as a percentage of the Asset Allocation Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amounts paid by the Asset Allocation Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

Expense Agreement:

Pursuant to an expense agreement relating to each class of the Asset Allocation Portfolio, MetLife Advisers has agreed, from May 1, 2008 to April 30, 2009, to waive a portion of its advisory fees or pay a portion of the other operating expenses (not including brokerage costs, interest, taxes, or extraordinary expenses) to the extent total operating expenses exceed stated annual expense limits (based on the Asset Allocation Portfolio’s then current fiscal year). For the Asset Allocation Portfolio, this subsidy, and similar subsidies in effect in earlier periods, are subject to the obligation of each class of the Asset Allocation Portfolio to repay MetLife Advisers in future years, if any, when a class’s expenses fall below the stated expense limit pertaining to that class that was in effect at the time of the subsidy in question. Such deferred expenses may be charged to a class in a subsequent year to the extent that the charge does not cause the total expenses in such subsequent year to exceed the class’ stated expense limit that was in effect at the time of the subsidy in question; provided, however, that no class of the Asset Allocation Portfolio is obligated to repay any expense paid by MetLife Advisers more than five years after the end of the fiscal year in which such expense was incurred.

The expense limits (annual rates as a percentage of each class of the Asset Allocation Portfolio’s net average daily net assets) in effect from May 1, 2008 to April 30, 2009 are 0.10% and 0.35% for Class A and B, respectively.

As of December 31, 2008, the amount of expenses deferred in 2005 subject to repayment until December 31, 2010 was $39,997. The amount of expenses deferred in 2006 subject to repayment until December 31, 2011 was $32,823. The amount of expenses deferred in 2007 subject to repayment until December 31, 2012 was $52,647. The amount of expenses deferred in 2008 subject to repayment until December 31, 2013 was $57,938.

5. TRANSACTIONS IN SECURITIES OF AFFILIATED ISSUERS:

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising management or control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolio’s net assets. Transactions in the Underlying Portfolios during the year ended December 31, 2008 are as follows:

Underlying Portfolio (Class A)	Beginning Shares as of 12/31/2007	Shares Purchased during Period	Shares Sold during Period	Ending Shares as of 12/31/2008
MIST—BlackRock High Yield	410,861	511,841	110,457	812,245
MIST—BlackRock Large Cap Core	158,599	259,954	35,649	382,904
MIST—Dreman Small Cap Value	123,597	175,276	32,776	266,097
MIST—Harris Oakmark International	197,648	311,003	213,228	295,423
MIST—Lazard Mid-Cap	136,617	252,661	31,124	358,154
MIST—Legg Mason Value Equity	161,189	387,084	43,960	504,313
MIST—Lord Abbett Bond Debenture	405,786	460,595	97,270	769,111
MIST—Met/AIM Small Cap Growth	114,853	209,967	26,336	298,484
MIST—MFS Research International	0	546,168	156,550	389,618
MIST—PIMCO Inflation Protected	942,090	840,477	261,992	1,520,575
MIST—PIMCO Total Return	3,800,462	3,418,281	1,915,814	5,302,929
MSF—BlackRock Bond Income	262,646	331,961	106,468	488,139
MSF—BlackRock Large Cap Value	258,056	391,962	56,777	593,241
MSF—Davis Venture Value	142,630	229,004	33,727	337,907
MSF—FI Mid Cap Opportunities	79,881	192,630	23,904	248,607
MSF—Jennison Growth	129,696	222,912	37,486	315,122
MSF—Julius Baer International Stock	106,265	254,665	34,188	326,742

MSF-14

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Underlying Portfolio (Class A)	Beginning Shares as of 12/31/2007	Shares Purchased during Period	Shares Sold during Period	Ending Shares as of 12/31/2008
MSF—Met/Dimensional International Small Company	0	251,022	7,187	243,835
MSF—MetLife Stock Index	46,978	77,239	11,301	112,916
MSF—Neuberger Berman Mid Cap Value	166,962	218,284	156,001	229,245
MSF—Russell 2000 Index	120,163	199,413	32,999	286,577
MSF—T. Rowe Price Large Cap Growth	212,331	389,608	59,288	542,651
MSF—Western Asset Mgt. Strategic Bond Opportunities	2,414,482	2,391,294	439,692	4,366,084
MSF—Western Asset Mgt. U.S. Government	822,904	769,199	358,897	1,233,206

Underlying Portfolio (Class A)	Realized Gain/(Loss) during Period			Capital Gains Distributions during Period		Dividend Income during Period		Ending Value as of 12/31/2008
MIST—BlackRock High Yield	$	(141,115	)	$	0	$	354,189	$	4,719,144
MIST—BlackRock Large Cap Core		(106,477	)		102,486		15,689		2,553,971
MIST—Dreman Small Cap Value		(41,584	)		69,985		18,631		2,607,747
MIST—Harris Oakmark International		(960,573	)		730,546		85,328		2,531,771
MIST—Lazard Mid-Cap		(142,440	)		168,725		27,695		2,482,005
MIST—Legg Mason Value Equity		(196,042	)		87,030		6,385		2,314,797
MIST—Lord Abbett Bond Debenture		(152,188	)		107,843		310,928		7,491,145
MIST—Met/AIM Small Cap Growth		(109,308	)		204,159		0		2,495,329
MIST—MFS Research International		(786,824	)		0		0		2,887,067
MIST—PIMCO Inflation Protected		142,949			29,677		562,077		14,947,253
MIST—PIMCO Total Return		(246,215	)		1,575,138		2,589,027		61,513,977
MSF—BlackRock Bond Income		(615,434	)		0		2,109,037		50,034,289
MSF—BlackRock Large Cap Value		(211,021	)		75,273		38,812		5,137,466
MSF—Davis Venture Value		(174,088	)		37,378		89,793		7,342,722
MSF—FI Mid Cap Opportunities		(100,952	)		0		9,092		2,341,880
MSF—Jennison Growth		(74,822	)		195,282		56,630		2,461,100
MSF—Julius Baer International Stock		(185,493	)		265,511		68,913		2,548,586
MSF—Met/Dimensional International Small Company		(2,530	)		0		0		2,477,360
MSF—MetLife Stock Index		(97,741	)		93,407		43,552		2,485,282
MSF—Neuberger Berman Mid Cap Value		(222,370	)		53,459		37,221		2,521,696
MSF—Russell 2000 Index		(131,061	)		114,121		29,090		2,547,667
MSF—T. Rowe Price Large Cap Growth		(138,361	)		254,630		26,628		4,910,992
MSF—Western Asset Mgt. Strategic Bond Opportunities		(491,278	)		251,619		1,705,416		45,101,645
MSF—Western Asset Mgt. U.S. Government		(194,656	)		0		623,439		14,699,812

MSF-15

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the MetLife Conservative Allocation Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from May 2, 2005 (commencement of operations) through December 31, 2005. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MetLife Conservative Allocation Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from May 2, 2005 (commencement of operations) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2009

MSF-16

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-18

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-19

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-20

Metropolitan Series Fund, Inc.

MetLife Conservative Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-21

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-22

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. MetLife Conservative to Moderate Allocation Portfolio   Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

MetLife Conservative to Moderate Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the MetLife Conservative to Moderate Allocation Portfolio returned -21.4% compared to the -37.3% return of the Wilshire 5000 Stock Index¹ and the 2.4% return of the Barclays Capital U.S. Universal Bond Index² . Considering that no single index or benchmark can accurately capture the multiple asset class design of the Portfolio, we have created a blended benchmark comprised of several indices for use in portfolio design and evaluation purposes. Specifically, the blended benchmark for the MetLife Conservative to Moderate Allocation Portfolio currently consists of a 12% allocation to the Barclays Capital 1 to 3 Year Government Bond Index³, a 48% allocation to the Barclays Capital U.S. Universal Bond Index, a 30% allocation to the Wilshire 5000 Stock Index, and a 10% location to the Morgan Stanley Capital International EAFE Index⁴. During the twelve-month period ended December 31, 2008, the blended benchmark returned -15.6%.

ECONOMIC AND MARKET REVIEW

The first half of 2008 was highlighted by growing concerns about the economy due to the emerging credit crisis, rising unemployment, falling consumer confidence, a struggling housing sector, and skyrocketing food and energy prices. The forced sale of Bear Stearns in March to JP Morgan at first appeared to be an isolated event, but would prove to be a harbinger of things to come. The Federal Reserve was aggressive early in the year to revive the economy when they cut their target rate several times to bring it down from 4.25% to 2.00% by early May. They held rates steady in subsequent meetings through the summer as they tried to balance the danger of the economy falling into a recession against their desire to control growing inflation pressures.

However, the evidence of a weakening economy (especially falling real estate prices and the impact of the sub-prime mortgage crisis) gained momentum during the summer, climaxing in the extraordinary events of September and October that saw the government’s provision of credit assistance to Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers, and the failure of Washington Mutual. The U.S. government and governments around the world took massive fiscal and monetary actions to stabilize the capital markets, restore liquidity to the clogged credit pipeline, and to stimulate the economy. These efforts continue as we move into 2009. Although we now know that the recession began a year ago in December 2007, the recession intensified during the last months of 2008: unemployment rose sharply as companies made massive layoffs, housing prices and sales continued to fall, retail sales fell, and, in a bit of good news / bad news, oil prices fell nearly $100 per barrel in response in expectation of lower global demand. The incoming administration of Barack Obama faces what most pundits call the largest economic crisis since the Great Depression.

During the first half of 2008, bond returns fluctuated as investors’ concerns changed from a weakening economy to inflation pressures fueled by soaring energy prices. Bonds eked out modestly positive total return of 1.1% for the January to June period as measured by the Barclays Capital U.S. Aggregate Bond Index⁵. During the second half of the year, the weak economy drove yields down and credit spreads wider as investors sought refuge in the safety of treasury securities. This resulted in mixed returns for bonds. Treasury bonds returned over 13% for the full year, while investment grade corporate bonds were down nearly 5%. High yield bonds were down over 26% for the year with most of the decline occurring in the second half of the year. While most credit based bonds recovered somewhat in December, it was not enough to reverse the earlier losses.

U.S. common stocks suffered their worst calendar year decline in over seventy years during 2008 as measured by the -37.0% return of the Standard & Poor’s 500 Index⁶. Growing expectations for a deep and long recession and a sharp drop in corporate earnings drove stock prices lower. The total collapse of several high profile financial firms pulled the indices down further. While there was very little difference in the return by style within large cap stocks, growth fell more than value at the mid cap and small cap segments. There was little difference in return by capitalization. By sector, Financials and Materials were down the most, while Consumer Staples held up better on a relative basis. Energy, which was up nearly 9% in the first half of the year, fell 40% in the second half to finish the year down almost 35%. Foreign stocks were also down sharply for the year, falling over 43% as measured by the MSCI EAFE Index. Emerging markets were down 53.3% as measured by the MSCI Emerging Markets Index⁷.

PORTFOLIO REVIEW

The MetLife Conservative to Moderate Allocation Portfolio is a “fund of funds” consisting of other portfolios of the Met Investors Series Trust and the Metropolitan Series Fund with a broad allocation goal of 40% in equities and 60% in fixed income. The most significant change in strategy during the first half of 2008 was an increase in the asset class goal for foreign stocks from 20% of total equities to 25% of total equities. For this Portfolio, this resulted in a change in the goal for foreign stocks from 8% to 10%. There were also several small adjustments to the underlying portfolio targets that were part of the annual review and restructuring. We initiated positions in two new portfolios during the fourth quarter to add further diversification: a 1% position in the Met/Dimensional International Small Company Portfolio and a 1% position in the Van Eck Global Natural Resources Portfolio.

The Portfolio was structured to be diversified across a wide variety of asset classes to add value over the long term. However, for most of 2008, investors shunned risk and rewarded only what they perceived to be the safest investments.

The Portfolio’s fixed income portfolios had a significant negative impact on relative performance as the Portfolio’s underlying bond portfolios held higher positions in credit based bonds (and less in Treasury securities) than is held in the broad bond indices. In partic-

MSF-2

Metropolitan Series Fund, Inc.

MetLife Conservative to Moderate Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

ular, the Lord Abbett Bond Debenture Portfolio, the Western Asset Management Strategic Bond Opportunities Portfolio, and the BlackRock High Yield Portfolio were down sharply relative to the broad index because of their high yield bond and other credit exposure. Overall high yield exposure was about 8% of the portfolio, which slightly higher than our target of 7%. WAM Strategic was also adversely impacted by its significant exposure to Non-Agency Mortgage Backed Securities, which were down sharply in response to the credit crisis. The PIMCO Inflation Protected Bond Portfolio, which did well in the first half when inflation expectations were still prevalent, had a large negative impact in the second half of the year as inflation expectations lessened because of the weak economy and falling oil prices. In fact, during 2008 inflation grew at its lowest rate in over fifty years.

Within the equity sector, a cumulative overweight in the Financials and Materials sectors and an underweight to the Consumer Staples sector detracted from relative performance during the full year. Certain Portfolios led a positive impact on relative performance. Dreman Small Cap Value Portfolio, although down over 25% for the year, held up better due to an overweight in the Consumer Staples sector and good overall stock selection, especially in the Health Care sector. BlackRock Large Cap Value Portfolio added to relative good performance mostly due to good stock selection in the Financials sector by avoiding many of the high profile blowups. MFS Value Portfolio outperformed, helped by an underweight and good stock selection in the generally struggling Information Technology sector. They avoided poorer performing Apple, Google, and Mircosoft and owned better performing alternatives such as Accenture, Oracle, and IBM.

The Legg Mason Value Equity Portfolio was hurt in the first half of the year by its lack of exposure to the strong energy sector, but it continued to struggle in the second half even though the portfolio managers’ concerns about the sustainability of the high energy prices proved to be correct. The portfolio was also hurt by its exposure to several of the high profile financial stocks. Neuberger Berman Mid Cap Value Portfolio, one of the strongest performing portfolios in the first half of the year due to its energy exposure, struggled in the second half of the year for the same reason. It also was hurt by its exposure to Bear Stearns and poor overall stock selection in the Industrial sector. For example Chicago Bridge & Iron, Terex Corp., and McDermott International were all large positions that each fell over 70% for the year. FI Mid Cap Opportunities Portfolio was also hurt by its energy exposure in the second half and by overall poor stock selection, especially in the Financials (holding Brazilian brokerage firm BM&F Bovespa) and Industrials (holding engineering firm Flowserve) sectors.

Despite the recent poor performance of the Portfolio, we will continue to take a long term view to provide a well diversified portfolio to meet long term objectives.

* The views expressed above are those of the advisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Wilshire 5000 Equity Index measures the performance of all U.S. headquartered equity securities with readily available price data.

² The Barclays Capital U.S. Universal Bond Index (formerly, Lehman Brothers U.S. Universal Bond Index) represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index, the non-EIRSA portion of the Commercial Mortgage Backed Securities Index and the Commercial Mortgage Backed Securities High Yield Index. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

³ The Barclays Capital 1 to 3 Year Government Bond Index (formerly, Lehman Brothers 1 to 3 Year Government Bond Index) includes most obligations of the U.S Treasury, agencies and quasi-federal corporations having maturities between one to three years. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

⁴ The Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”) is an unmanaged free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada.

⁵ Barclays Capital U.S. Aggregate Bond Index (formerly, Lehman Brothers U.S Aggregate Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

⁶ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

⁷ The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of January 2009 the MSCI Emerging Markets Index consisted of the following 23 emerging market country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

MSF-3

Metropolitan Series Fund, Inc.

MetLife Conservative to Moderate Allocation Portfolio

A $10,000 INVESTMENT COMPARED TO

THE WILSHIRE 5000 STOCK INDEX AND THE BARCLAYS CAPITAL U.S. UNIVERSAL BOND INDEX

Average Annual Returns as of December 31, 2008

	MetLife Conservative to Moderate Allocation Portfolio				Wilshire 5000 Stock Index		Barclays Capital U.S. Universal Bond Index
	Class A		Class B
1 Year	-21.4	%	-21.6	%	-37.3	%	2.4	%
Since Inception	-1.0		-1.3		-4.2		4.3

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception date of the Class A and Class B shares is 5/2/05. Index since inception return is based on the Portfolio’s inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Met Investors Series Trust—PIMCO Total Return Portfolio, (Class A)	22.4%
Metropolitan Series Fund, Inc.—Western Asset Mgt. Strategic Bond Opportunities Portfolio, (Class A)	14.9%
Metropolitan Series Fund, Inc.—BlackRock Bond Income Portfolio, (Class A)	10.9%
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	4.9%
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	4.1%
Metropolitan Series Fund, Inc.—Western Asset Mgt. U.S. Government Portfolio, (Class A)	3.9%
Met Investors Series Trust—MFS Research International Portfolio, (Class A)	3.2%
Metropolitan Series Fund, Inc.—Met Life Stock Index Portfolio, (Class A)	3.0%
Met Investors Series Trust—PIMCO Inflation Protected Bond Portfolio, (Class A)	3.0%
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	2.9%

MSF-4

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
MetLife Conservative to Moderate Allocation—Class A(a)(b)	Actual	0.72	%	$	1,000.00	$	829.61	$	3.31
	Hypothetical	0.72	%	$	1,000.00	$	1,021.47	$	3.66
MetLife Conservative to Moderate Allocation—Class B(a)(b)	Actual	0.97	%	$	1,000.00	$	828.65	$	4.46
	Hypothetical	0.97	%	$	1,000.00	$	1,020.20	$	4.93

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects an expense agreement between MetLife Advisers, LLC and the Portfolio as described under Expense Agreement in Note 4 to the Financial Statements.

^(b) The annualized expense ratio reflects the expenses of both the Portfolio and the underlying Portfolios in which it invests.

MSF-5

Metropolitan Series Fund, Inc.

MetLife Conservative To Moderate Allocation Portfolio

Schedule of Investments as of December 31, 2008

Mutual Funds—100.0%

Security Description	Shares	Value*
Affiliated Investment Companies—100.0%
Met Investors Series Trust—BlackRock High Yield Portfolio, (Class A)	2,314,365	$	13,446,459
Met Investors Series Trust—BlackRock Large Cap Core Portfolio, (Class A)	2,189,515		14,604,066
Met Investors Series Trust—Clarion Global Real Estate Portfolio, (Class A)	961,582		7,115,708
Met Investors Series Trust—Dreman Small Cap Value Portfolio, (Class A)	1,520,936		14,905,175
Met Investors Series Trust—Harris Oakmark International Portfolio, (Class A)	1,746,723		14,969,419
Met Investors Series Trust—Lazard Mid-Cap Portfolio, (Class A)	1,024,154		7,097,390
Met Investors Series Trust—Legg Mason Value Equity Portfolio, (Class A)	2,885,569		13,244,761
Met Investors Series Trust—Lord Abbett Bond Debenture Portfolio, (Class A)	1,460,443		14,224,716
Met Investors Series Trust—Met/AIM Small Cap Growth Portfolio, (Class A)	1,706,809		14,268,922
Met Investors Series Trust—MFS Research International Portfolio, (Class A)	3,105,348		23,010,632
Met Investors Series Trust—PIMCO Inflation Protected Bond Portfolio, (Class A)	2,162,525		21,257,626
Met Investors Series Trust—PIMCO Total Return Portfolio, (Class A)	13,827,348		160,397,240
Metropolitan Series Fund, Inc.—BlackRock Bond Income Portfolio, (Class A)	763,786		78,288,115
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	3,389,683		29,354,653
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	1,610,462		34,995,340
Metropolitan Series Fund, Inc.—FI Mid Cap Opportunities Portfolio, (Class A)	711,718		6,704,379
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	1,802,088		14,074,307
Metropolitan Series Fund, Inc.—Julius Baer International Stock Portfolio, (Class A)	1,914,806		14,935,487
Metropolitan Series Fund, Inc.—Met/Dimensional International Small Co. Portfolio, (Class A)	694,395		7,055,049
Metropolitan Series Fund, Inc.—MetLife Stock Index Portfolio, (Class A)	968,795		21,323,183
Metropolitan Series Fund, Inc.—MFS Value Portfolio, (Class A)	789,186		7,315,757
Metropolitan Series Fund, Inc.—Neuberger Berman Mid Cap Value Portfolio, (Class A)	1,311,422		14,425,645
Metropolitan Series Fund, Inc.—Russell 2000 Index Portfolio, (Class A)	819,609		7,286,325
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	2,327,032		21,059,637
Metropolitan Series Fund, Inc.—Van Eck Global Natural Resources Portfolio, (Class A)	695,227		6,750,655
Metropolitan Series Fund, Inc.—Western Asset Mgt. Strategic Bond Opportunities Portfolio, (Class A)	10,355,859		106,976,028

Security Description	Shares	Value*
Affiliated Investment Companies—(Continued)
Metropolitan Series Fund, Inc.—Western Asset Mgt. U.S. Government Portfolio, (Class A)	2,337,978	$	27,868,700
Total Mutual Funds (Identified Cost $908,621,174)			716,955,374
Total Investments—100.0% (Identified Cost $908,621,174) (a)			716,955,374
Liabilities in excess of other assets			(211,048	)
Total Net Assets—100%		$	716,744,326

(a) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $920,766,752 and the composition of unrealized appreciation and depreciation of investment securities was $120,305 and $(203,931,683), respectively.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

MetLife Conservative To Moderate Allocation Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	716,955,374	$	0
Level 2 - Other Significant Observable Inputs		0		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	716,955,374	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

MetLife Conservative To Moderate Allocation Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a)			$	716,955,374
Receivable for:
Fund shares sold				769,635
Total Assets				717,725,009
Liabilities
Payable for:
Securities purchased	$	452,376
Fund shares redeemed		317,259
Accrued expenses:
Management fees		54,062
Service and distribution fees		134,503
Other expenses		22,483
Total Liabilities				980,683
Net Assets			$	716,744,326
Net assets consists of:
Capital paid in			$	888,118,243
Undistributed net investment income				26,578,082
Accumulated net realized losses				(6,286,199	)
Unrealized depreciation on investments				(191,665,800	)
Net Assets			$	716,744,326
Computation of offering price:
Class A
Net asset value and redemption price per share ($50,716,574 divided by 5,692,287 shares outstanding)			$	8.91
Class B
Net asset value and redemption price per share ($666,027,752 divided by 75,244,519 shares outstanding)			$	8.85
(a) Identified cost of investments			$	908,621,174

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends from Underlying Portfolios				$	23,405,055
Expenses
Management fees	$	697,015
Service and distribution fees—Class B		1,752,544
Directors’ fees and expenses		627
Custodian		29,124
Audit and tax services		16,423
Legal		13,741
Miscellaneous		7,107
Total expenses					2,516,581
Net Investment Income					20,888,474
Realized and Unrealized Gain (Loss)
Realized gain (loss) on:
Investments—net		(21,268,131	)
Capital gains distributions from Underlying Portfolios		21,464,024			195,893
Change in unrealized depreciation on:
Investments—net					(206,268,257	)
Net loss					(206,072,364	)
Net Decrease in Net Assets From Operations				$	(185,183,890	)

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

MetLife Conservative To Moderate Allocation Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	20,888,474		$	7,229,686
Net realized gain		195,893			9,349,580
Change in unrealized appreciation (depreciation)		(206,268,257	)		2,755,959
Increase (decrease) in net assets from operations		(185,183,890	)		19,335,225
From Distributions to Shareholders
Net investment income
Class A		(848,467	)		0
Class B		(7,444,740	)		0
		(8,293,207	)		0
Net realized gain
Class A		(729,800	)		(80,079	)
Class B		(7,962,635	)		(623,334	)
		(8,692,435	)		(703,413	)
Total distributions		(16,985,642	)		(703,413	)
Increase in net assets from capital share transactions		202,443,710			406,953,460
Net increase in net assets		274,178			425,585,272
Net Assets
Beginning of the period		716,470,148			290,884,876
End of the period	$	716,744,326		$	716,470,148
Undistributed Net Investment Income
End of the period	$	26,578,082		$	8,234,157

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	2,257,659		$	23,761,944		3,514,656		$	40,139,033
Reinvestments	141,803			1,578,267		6,982			80,079
Redemptions	(2,140,004	)		(21,592,298	)	(1,330,474	)		(15,161,664	)
Net increase	259,458		$	3,747,913		2,191,164		$	25,057,448
Class B
Sales	28,769,749		$	299,371,426		41,920,624		$	476,801,515
Reinvestments	1,390,557			15,407,375		54,583			623,334
Redemptions	(11,576,607	)		(116,083,004	)	(8,448,865	)		(95,528,837	)
Net increase	18,583,699		$	198,695,797		33,526,342		$	381,896,012
Increase derived from capital share transactions			$	202,443,710				$	406,953,460

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

MetLife Conservative To Moderate Allocation Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	11.61		$	11.07		$	10.60		$	10.00
Income From Investment Operations
Net investment income		0.33	(b)		0.21	(b)		0.31			0.04
Net realized and unrealized gain (loss) of investments		(2.77	)		0.35			0.70			0.60
Total from investment operations		(2.44	)		0.56			1.01			0.64
Less Distributions
Distributions from net investment income		(0.14	)		0.00			(0.32	)		(0.04	)
Distributions from net realized capital gains		(0.12	)		(0.02	)		(0.22	)		0.00
Total distributions		(0.26	)		(0.02	)		(0.54	)		(0.04	)
Net Asset Value, End of Period	$	8.91		$	11.61		$	11.07		$	10.60
Total Return (%)		(21.4	)		5.1			9.8			6.4	(c)
Ratio of operating expenses to average net assets (%) (d)		0.10			0.10			0.10			0.10	(e)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)(f)		N/A			0.11			0.12			0.41	(e)
Ratio of net investment income to average net assets (%) (g)		3.12			1.86			2.45			1.28	(e)
Portfolio turnover rate (%)		23			19			18			3	(e)
Net assets, end of period (000)	$	50,717		$	63,055		$	35,874		$	10,457

	Class B
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	11.53		$	11.02		$	10.58		$	10.00
Income From Investment Operations
Net investment income		0.28	(b)		0.17	(b)		0.29			0.03
Net realized and unrealized gain (loss) of investments		(2.72	)		0.36			0.68			0.59
Total from investment operations		(2.44	)		0.53			0.97			0.62
Less Distributions
Distributions from net investment income		(0.12	)		0.00			(0.31	)		(0.04	)
Distributions from net realized capital gains		(0.12	)		(0.02	)		(0.22	)		0.00
Total distributions		(0.24	)		(0.02	)		(0.53	)		(0.04	)
Net Asset Value, End of Period	$	8.85		$	11.53		$	11.02		$	10.58
Total Return (%)		(21.6	)		4.8			9.4			6.2	(c)
Ratio of operating expenses to average net assets (%) (d)		0.35			0.35			0.35			0.35	(e)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)(f)		N/A			0.36			0.37			0.66	(e)
Ratio of net investment income to average net assets (%) (g)		2.71			1.48			1.64			1.27	(e)
Portfolio turnover rate (%)		23			19			18			3	(e)
Net assets, end of period (000)	$	666,028		$	653,415		$	255,011		$	48,388

(a) Commencement of operations was May 2, 2005.

(b) Per share amount is based on average shares outstanding during the period.

(c) Periods less than one year are not computed on an annualized basis.

(d) The ratio of operating expenses to average net assets does not include expenses of investment companies in which the Portfolio invests.

(e) Computed on an annualized basis.

(f) See Note 4 of the Notes to Financial Statements.

(g) Recognition of net investment income by the Portfolio is affected by the timing of the declaration of dividends by the Underlying Portfolios in which it invests.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

MetLife Conservative to Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The MetLife Conservative to Moderate Allocation Portfolio (the “Asset Allocation Portfolio”) is a non-diversified series of the fund. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers, LLC (“MetLife Advisers”) or its affiliates (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although not all Portfolios are available to all such separate accounts and Qualified Plans. The Asset Allocation Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Asset Allocation Portfolio are named Class A and Class B. The classes of the Asset Allocation Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Asset Allocation Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Asset Allocation Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

The net asset value of the Asset Allocation Portfolio is calculated based on the net asset values of the Underlying Portfolios in which the Asset Allocation Portfolio invests. The Underlying Portfolios that are series of the Fund will use fair value pricing in the circumstances and manner described below. For more information about the use of fair value pricing by the Underlying Portfolios that are series of Met Investors Series Trust (“MIST”), please refer to the prospectus for such Underlying Portfolios.

The Underlying Portfolios that are series of the Fund are valued as follows:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

MSF-11

Metropolitan Series Fund, Inc.

MetLife Conservative to Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When an Underlying Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Underlying Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Underlying Portfolios expect to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Underlying Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Underlying Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Underlying Portfolio values its securities. For example, foreign security values may be affected by activity that occurs after the close of foreign securities markets. To account for this, the Underlying Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”) or the subadviser of the Underlying Portfolio, as applicable.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Asset Allocation Portfolio had no capital loss carryforwards.

MSF-12

Metropolitan Series Fund, Inc.

MetLife Conservative to Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$10,130,632	$	527,560	$	6,855,010	$	175,853	$	—	$	—	$	16,985,642	$	703,413

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$26,578,445	$	5,859,016	$	(203,811,378	)	$	—	$	(171,373,917	)

Dividends and Distributions to Shareholders:

The Asset Allocation Portfolios record dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of Underlying Portfolios by the Asset Allocation Portfolio were $400,237,160 and $172,445,663, respectively.

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$697,015	0.100%	Of the first $500 million
	0.075%	Of the next $500 million
	0.050%	On amounts in excess of $1 billion

In addition to the above Management Fee paid to MetLife Advisers, the Asset Allocation Portfolio indirectly pays MetLife Advisers an investment advisory fee through its investments in certain Underlying Portfolios.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Asset Allocation Portfolio’s Class B shares. Under the Distribution and Service Plan, the Class B shares of the Asset Allocation Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Asset Allocation Portfolio shares for promoting or selling and servicing the Class B shares of the Asset Allocation Portfolio. The fees under the Distribution and Service Plan for each class of the Asset Allocation Portfolio’s shares are calculated

MSF-13

Metropolitan Series Fund, Inc.

MetLife Conservative to Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

as a percentage of the Asset Allocation Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amounts paid by the Asset Allocation Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

Expense Agreement:

Pursuant to an expense agreement relating to each class of the Asset Allocation Portfolio, MetLife Advisers has agreed, from May 1, 2008 to April 30, 2009, to waive a portion of its advisory fees or pay a portion of the other operating expenses (not including brokerage costs, interest, taxes, or extraordinary expenses) to the extent total operating expenses exceed stated annual expense limits (based on the Asset Allocation Portfolio’s then current fiscal year). For the Asset Allocation Portfolio, this subsidy, and similar subsidies in effect in earlier periods, are subject to the obligation of each class of the Asset Allocation Portfolio to repay MetLife Advisers in future years, if any, when a class’s expenses fall below the stated expense limit pertaining to that class that was in effect at the time of the subsidy in question. Such deferred expenses may be charged to a class in a subsequent year to the extent that the charge does not cause the total expenses in such subsequent year to exceed the class’ stated expense limit that was in effect at the time of the subsidy in question; provided, however, that no class of the Asset Allocation Portfolio is obligated to repay any expense paid by MetLife Advisers more than five years after the end of the fiscal year in which such expense was incurred.

The expense limits (annual rates as a percentage of each class of the Asset Allocation Portfolio’s net average daily net assets) in effect from May 1, 2008 to April 30, 2009 are 0.10% and 0.35% for Class A and B, respectively.

As of December 31, 2008, the amount of expenses deferred in 2005 subject to repayment until December 31, 2010 was $47,344 for the Asset Allocation Portfolio. The amount of expenses deferred in 2006 subject to repayment until December 31, 2011 was $35,780. The amount of expenses deferred in 2007 subject to repayment until December 31, 2012 was $53,497. No expenses were deferred in 2008.

5. TRANSACTIONS IN SECURITIES OF AFFILIATED ISSUERS:

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising management or control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolio’s net assets. Transactions in the Underlying Portfolios during the year ended December 31, 2008 are as follows:

Underlying Portfolio (Class A)	Beginning Shares as of 12/31/2007	Shares Purchased during Period	Shares Sold during Period	Ending Shares as of 12/31/2008
MIST—BlackRock High Yield	1,711,246	826,942	223,823	2,314,365
MIST—BlackRock Large Cap Core	659,957	1,611,189	81,631	2,189,515
MIST—Clarion Global Real Estate	487,437	543,878	69,733	961,582
MIST—Dreman Small Cap Value	1,028,616	619,120	126,800	1,520,936
MIST—Harris Oakmark International	1,645,537	1,203,377	1,102,191	1,746,723
MIST—Lazard Mid-Cap	1,137,339	647,331	760,516	1,024,154
MIST—Legg Mason Value Equity	2,012,467	1,686,597	813,495	2,885,569
MIST—Lord Abbett Bond Debenture	1,126,717	459,632	125,906	1,460,443
MIST—Met/AIM Small Cap Growth	955,965	822,032	71,188	1,706,809
MIST—MFS Research International	0	3,207,341	101,993	3,105,348
MIST—PIMCO Inflation Protected	1,962,792	687,176	487,443	2,162,525
MIST—PIMCO Total Return	12,900,522	4,981,922	4,055,096	13,827,348
MSF—BlackRock Bond Income	708,054	262,824	207,092	763,786
MSF—BlackRock Large Cap Value	2,147,573	1,381,553	139,443	3,389,683
MSF—Davis Venture Value	989,296	695,844	74,678	1,610,462
MSF—FI Mid Cap Opportunities	664,957	512,249	465,488	711,718
MSF—Jennison Growth	1,079,609	845,038	122,559	1,802,088
MSF—Julius Baer International Stock	1,327,190	1,026,147	438,531	1,914,806
MSF—Met/Dimensional International Small Company	0	699,704	5,309	694,395
MSF—MetLife Stock Index	391,017	614,575	36,797	968,795
MSF—MFS Value	0	817,662	28,476	789,186
MSF—Neuberger Berman Mid Cap Value	1,389,087	830,377	908,042	1,311,422
MSF—Russell 2000 Index	499,994	380,057	60,442	819,609

MSF-14

Metropolitan Series Fund, Inc.

MetLife Conservative to Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Underlying Portfolio (Class A)	Beginning Shares as of 12/31/2007	Shares Purchased during Period	Shares Sold during Period	Ending Shares as of 12/31/2008
MSF—T. Rowe Price Large Cap Growth	1,325,671	1,137,539	136,178	2,327,032
MSF—Van Eck Global Natural Resources	0	700,685	5,458	695,227
MSF—Western Asset Mgt. Strategic Bond Opportunities	8,383,014	3,337,159	1,364,314	10,355,859
MSF—Western Asset Mgt. U.S. Government	2,285,551	856,353	803,926	2,337,978

Underlying Portfolio (Class A)	Realized Gain/(Loss) during Period			Capital Gains Distributions during Period		Dividend Income during Period		Ending Value as of 12/31/2008
MIST—BlackRock High Yield	$	(240,300	)	$	0	$	1,136,655	$	13,446,459
MIST—BlackRock Large Cap Core		(256,565	)		328,475		50,285		14,604,066
MIST—Clarion Global Real Estate		(253,033	)		694,108		143,273		7,115,708
MIST—Dreman Small Cap Value		(111,196	)		448,830		119,483		14,905,175
MIST—Harris Oakmark International		(7,150,958	)		4,677,167		546,297		14,969,419
MIST—Lazard Mid-Cap		(1,991,867	)		1,080,845		177,412		7,097,390
MIST—Legg Mason Value Equity		(1,678,015	)		835,392		61,287		13,244,761
MIST—Lord Abbett Bond Debenture		(119,094	)		230,753		665,297		14,224,716
MIST—Met/AIM Small Cap Growth		(275,433	)		1,307,665		0		14,268,922
MIST—MFS Research International		(378,454	)		0		0		23,010,632
MIST—PIMCO Inflation Protected		183,683			47,662		902,708		21,257,626
MIST—PIMCO Total Return		(589,241	)		4,121,374		6,774,229		160,397,240
MSF—BlackRock Bond Income		(806,032	)		0		4,380,560		78,288,115
MSF—BlackRock Large Cap Value		(518,859	)		482,517		248,798		29,354,653
MSF—Davis Venture Value		(205,489	)		199,611		479,524		34,995,340
MSF—FI Mid Cap Opportunities		(226,700	)		0		58,272		6,704,379
MSF—Jennison Growth		(219,692	)		1,252,447		363,197		14,074,307
MSF—Julius Baer International Stock		(2,428,191	)		2,552,630		662,527		14,935,487
MSF—Met/Dimensional International Small Company		(2,655	)		0		0		7,055,049
MSF—MetLife Stock Index		(201,113	)		598,875		279,230		21,323,183
MSF—MFS Value		(74,826	)		0		0		7,315,757
MSF—Neuberger Berman Mid Cap Value		(803,430	)		342,499		238,469		14,425,645
MSF—Russell 2000 Index		(224,311	)		365,718		93,222		7,286,325
MSF—T. Rowe Price Large Cap Growth		(182,563	)		1,224,401		128,042		21,059,637
MSF—Van Eck Global Natural Resources		(4,147	)		0		0		6,750,655
MSF—Western Asset Mgt. Strategic Bond Opportunities		(2,124,695	)		673,055		4,561,814		106,976,028
MSF—Western Asset Mgt. U.S. Government		(384,949	)		0		1,334,474		27,868,700

MSF-15

Metropolitan Series Fund, Inc.

MetLife Conservative To Moderate Allocation Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the MetLife Conservative to Moderate Allocation Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from May 2, 2005 (commencement of operations ) through December 31, 2005. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MetLife Conservative to Moderate Allocation Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from May 2, 2005 (commencement of operations) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2009

MSF-16

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-18

Metropolitan Series Fund, Inc.

MetLife Conservative To Moderate Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-19

Metropolitan Series Fund, Inc.

MetLife Conservative To Moderate Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-20

Metropolitan Series Fund, Inc.

MetLife Conservative To Moderate Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-21

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-22

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with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

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  Metropolitan Series Fund, Inc. MetLife Mid Cap Stock Index Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Managed by MetLife Investment Advisors Company, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the MetLife Mid Cap Stock Index Portfolio returned -36.2%, compared to its benchmark, the Standard & Poor’s MidCap 400 Index¹, which returned -36.2%.

PORTFOLIO REVIEW

The S&P MidCap 400 Index had its first negative annual return in six years. During the first half of 2008, the S&P MidCap 400 Index returned -3.9%, primarily due to continued weakness in the economy, deteriorating financial market conditions and further credit tightening. The subprime mortgage crisis continued to weaken the housing market, and the ensuing liquidity crisis resulted in one of the worst financial crises in recent history. A few of the consequences included the collapse of Bear Stearns, the bankruptcy of Lehman Brothers, the sale of Merrill Lynch to Bank of America, and the government’s provision of credit assistance to Fannie Mae and Freddie Mac. Other major financial institutions that required rescues included AIG, Washington Mutual, and Wachovia.

During the second half of 2008, the S&P MidCap 400 Index returned -33.6%, primarily due to concerns that the financial crisis continued to exacerbate. In an effort to support the functioning of the financial markets, a $700 billion financial-rescue plan, also known as the Troubled Asset Relief Program (TARP), was initiated which included bailout loans and the purchasing of large quantities of agency debt and mortgage-backed securities by the Treasury Department. In addition, during the year, the Federal Open Market Committee (FOMC) lowered the Fed Funds Rate seven times from 4.25% to a target range of zero to 0.25%.

During the year, the price of oil rose from approximately $96 to a high of $145 per barrel in July, before plummeting to $45 per barrel by the end of the year, down approximately 54% from prior year-end. Oil prices fell from its highs due to decreased global oil demand and reduced investment speculation on oil futures by large financial institutions and hedge funds. Some of the factors driving the equity markets included geopolitical concerns, energy prices, Federal Reserve interest rate policy, corporate earnings, and unemployment rates.

All ten sectors comprising the S&P MidCap 400 Index experienced negative returns for the year. Utilities (7.9% beginning-of-year weight), down 20.3%, was the best relative performing sector. The next best relative performing sectors were Consumer Staples (3.2% beginning-of-year weight), down 24.4%; and Financials (15.4% beginning weight), down 26.8%. The Energy sector (9.9% beginning weight), down 57.1%, was the worst-performing sector. The next worst-performing sectors were Telecomm Services (0.7% beginning weight), down 50.2%; and Materials (7.1% beginning weight), down 44.6%. Information Technology (14.8% beginning weight), down 41.0%, provided the largest negative impact to the benchmark’s one-year return.

The stocks with the largest positive impact on the benchmark return for the year were Millennium Pharmaceuticals, up 66.2%; Southwestern Energy, up 65.3%; and CF Industries Holdings, up 35.9%. The stocks with the largest negative impact were Joy Global, down 64.7%; Denbury Resources, down 63.3%; and Hologic, down 61.9%. There were fifty-five additions and fifty-five deletions to the benchmark in 2008.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Standard & Poor’s (S&P) MidCap 400^® Index is an unmanaged index measuring the performance of the mid-size company segment of the U.S. market. The Index consists of 400 domestic stocks chosen for market size, liquidity, and industry group representation.

MSF-2

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

A $10,000 INVESTMENT COMPARED TO THE S&P MIDCAP 400 INDEX

Average Annual Returns as of December 31, 2008

	MetLife Mid Cap Stock Index Portfolio						S&P MidCap 400 Index
	Class A		Class B		Class E
1 Year	-36.2	%	-36.4	%	-36.3	%	-36.2	%
5 Year	-0.3		-0.5		-0.4		-0.1
Since Inception	2.1		1.7		1.4		2.5

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 7/5/00, 1/2/01 and 5/1/01, respectively. Index since inception return is based on the Class A inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
MidCap SPDR Trust, Series 1	2.5%
Everest Re Group, Ltd.	0.7%
Vertex Pharmaceuticals, Inc.	0.7%
Health Care REIT, Inc.	0.6%
W.R. Berkley Corp.	0.6%
O’Reilly Automative, Inc.	0.6%
New York Community Bancorp, Inc.	0.6%
Martin Marietta Materials, Inc.	0.6%
MDU Resources Group, Inc.	0.6%
SAIC, Inc.	0.6%

Top Sectors

	% of Equity Market Value
Financials	21.1%
Industrials	14.4%
Consumer Discretionary	14.1%
Information Technology	12.5%
Health Care	11.4%
Utilities	8.2%
Materials	6.8%
Energy	6.4%
Consumer Staples	4.5%
Telecommunication Services	0.6%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
MetLife Mid Cap Stock Index—Class A(a)	Actual	0.32	%	$	1,000.00	$	664.62	$	1.34
	Hypothetical	0.32	%	$	1,000.00	$	1,023.51	$	1.63
MetLife Mid Cap Stock Index—Class B(a)	Actual	0.57	%	$	1,000.00	$	663.57	$	2.38
	Hypothetical	0.57	%	$	1,000.00	$	1,022.24	$	2.90
MetLife Mid Cap Stock Index—Class E(a)	Actual	0.47	%	$	1,000.00	$	663.84	$	1.97
	Hypothetical	0.47	%	$	1,000.00	$	1,022.75	$	2.39

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—94.9% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—0.5%
Alliant Techsystems, Inc. (a) (b)	15,826	$	1,357,238
BE Aerospace, Inc. (b)	48,118		370,027
			1,727,265
Airlines—0.4%
Airtran Holdings, Inc. (a) (b)	56,710		251,793
Alaska Air Group, Inc. (b)	17,516		512,343
JetBlue Airways Corp. (a) (b)	88,641		629,351
			1,393,487
Auto Components—0.6%
ArvinMeritor, Inc. (a)	35,704		101,756
BorgWarner, Inc.	56,017		1,219,490
Gentex Corp. (a)	67,574		596,679
Modine Manufacturing Co.	15,868		77,277
			1,995,202
Automobiles—0.1%
Thor Industries, Inc.	17,164		226,222
Beverages—0.5%
Hansen Natural Corp. (b)	35,772		1,199,435
PepsiAmericas, Inc.	27,717		564,318
			1,763,753
Biotechnology—0.9%
United Therapeutics Corp. (a) (b)	11,237		702,874
Vertex Pharmaceuticals, Inc. (b)	72,789		2,211,330
			2,914,204
Capital Markets—1.7%
Affiliated Managers Group, Inc. (b)	19,871		832,992
Apollo Investment Corp. (a)	68,800		640,528
Eaton Vance Corp.	56,133		1,179,354
Jefferies Group, Inc.	58,519		822,777
Raymond James Financial, Inc. (a)	46,661		799,303
SEI Investments Co.	64,539		1,013,908
Waddell & Reed Financial, Inc. (Class A)	41,021		634,185
			5,923,047
Chemicals—3.5%
Airgas, Inc.	39,162		1,526,926
Albemarle Corp.	44,125		983,988
Ashland Inc.	32,002		336,341
Cabot Corp.	31,648		484,214
Chemtura Corp. (b)	117,305		164,227
Cytec Industries, Inc.	22,791		483,625
Ferro Corp. (a)	21,160		149,178
FMC Corp.	35,808		1,601,692
Lubrizol Corp. (a)	32,536		1,183,985
Minerals Technologies, Inc.	9,066		370,799
Olin Corp.	37,193		672,450
RPM International, Inc.	62,268		827,542
Sensient Technologies Corp. (a)	23,388		558,505

Security Description	Shares	Value*
Chemicals—(Continued)
Terra Industries, Inc.	49,406	$	823,598
The Scotts Miracle-Gro Co.	21,189		629,737
Valspar Corp.	48,273		873,259
			11,670,066
Commercial & Professional Services—1.8%
Clean Harbors, Inc. (b)	9,756		618,921
Copart, Inc. (a) (b)	30,641		833,129
Corrections Corp. of America (b)	60,809		994,835
Deluxe Corp.	24,737		370,066
Herman Miller, Inc. (a)	25,945		338,063
HNI Corp. (a)	21,409		339,119
Mine Safety Appliances Co. (a)	14,369		343,563
Rollins, Inc.	20,005		361,690
The Brink’s Co.	19,705		529,670
Waste Connections, Inc. (b)	38,563		1,217,434
			5,946,490
Commercial Banks—4.5%
Associated Banc-Corp (a)	61,781		1,293,076
BancorpSouth, Inc.	34,976		817,039
Bank Hawaii Corp.	23,081		1,042,569
Cathay General Bancorp (a)	23,949		568,789
City National Corp.	19,575		953,302
Commerce Bancshares, Inc.	31,908		1,402,357
Cullen/Frost Bankers, Inc.	28,698		1,454,415
FirstMerit Corp.	39,171		806,531
Fulton Financial Corp.	84,648		814,314
PacWest Bancorp (a)	11,842		318,550
SVB Financial Group (a) (b)	15,862		416,060
Synovus Financial Corp. (a)	135,825		1,127,347
TCF Financial Corp. (a)	55,741		761,422
The Colonial BancGroup, Inc. (a) (b)	97,928		202,711
Valley National Bancorp	65,279		1,321,900
Webster Finanical Corp.	25,505		351,459
Westamerica Bancorp (a)	13,974		714,770
Wilmington Trust Corp. (a)	32,936		732,497
			15,099,108
Communications Equipment—1.1%
3Com Corp. (a) (b)	196,525		448,077
ADC Telecommunications, Inc. (a) (b)	56,957		311,555
Adtran, Inc.	26,500		394,320
Avocent Corp. (a) (b)	21,670		388,110
CommScope, Inc. (a) (b)	34,041		528,997
F5 Networks, Inc. (a) (b)	38,532		880,841
Plantronics, Inc. (a)	23,639		312,035
Polycom, Inc. (a) (b)	40,260		543,913
			3,807,848
Computers & Peripherals—1.1%
Diebold, Inc.	31,977		898,234
Imation Corp. (a)	14,583		197,891
NCR Corp. (b)	76,336		1,079,391
Palm, Inc. (a) (b)	53,098		163,011

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Computers & Peripherals—(Continued)
Western Digital Corp. (b)	107,181	$	1,227,223
			3,565,750
Construction & Engineering—1.9%
Dycom Industries, Inc. (b)	19,045		156,550
Granite Construction, Inc. (a)	15,918		699,278
KBR, Inc.	78,147		1,187,834
Quanta Services, Inc. (b)	95,447		1,889,851
The Shaw Group, Inc. (a) (b)	40,405		827,090
URS Corp. (b)	40,392		1,646,782
			6,407,385
Construction Materials—0.6%
Martin Marietta Materials, Inc. (a)	20,040		1,945,483
Consumer Finance—0.1%
AmeriCredit Corp. (a) (b)	56,253		429,773
Containers & Packaging—1.1%
AptarGroup, Inc. (a)	32,659		1,150,903
Greif, Inc.	16,492		551,328
Packaging Corp. of America	49,535		666,741
Sonoco Products Co.	48,244		1,117,331
Temple-Inland, Inc. (a)	51,524		247,315
			3,733,618
Distributors—0.2%
LKQ Corp. (a) (b)	67,624		788,496
Diversified Consumer Services—2.4%
Brink’s Home Security Holdings, Inc. (b)	19,705		431,934
Career Education Corp. (b)	35,588		638,449
Corinthian Colleges, Inc. (a) (b)	41,405		677,800
DeVry, Inc. (a)	29,801		1,710,875
ITT Educational Services, Inc. (a) (b)	15,162		1,440,087
Matthews International Corp.	14,787		542,387
Regis Corp.	20,898		303,648
Service Corp. International (a)	123,649		614,535
Sotheby’s (a)	32,552		289,387
Strayer Education, Inc. (a)	6,883		1,475,784
			8,124,886
Diversified Telecommunication Services—0.1%
Cincinnati Bell, Inc. (a) (b)	111,457		215,112
Electric Utilities—2.4%
DPL, Inc. (a)	56,097		1,281,256
Great Plains Energy, Inc.	57,528		1,112,016
Hawaiian Electric Industries, Inc. (a)	43,601		965,326
IDACORP, Inc. (a)	22,043		649,166
Northeast Utilities	75,320		1,812,199
NV Energy, Inc.	113,271		1,120,250
Westar Energy, Inc.	52,386		1,074,437
			8,014,650

Security Description	Shares	Value*
Electrical Equipment—1.7%
Ametek, Inc.	51,628	$	1,559,682
Hubbell, Inc. (Class B)	27,150		887,262
Roper Industries, Inc. (a)	43,399		1,883,950
Thomas & Betts Corp. (b)	27,045		649,621
Woodward Governor Co.	26,385		607,383
			5,587,898
Electronic Equipment, Instruments & Components—2.1%
Arrow Electronics, Inc.	57,711		1,087,275
Avnet, Inc. (b)	72,878		1,327,108
Ingram Micro, Inc. (b)	79,745		1,067,786
Mettler Toledo International, Inc. (b)	16,217		1,093,026
National Instruments Corp. (a)	27,583		671,922
Tech Data Corp. (b)	24,196		431,657
Trimble Navigation, Ltd. (b)	57,832		1,249,749
Vishay Intertechnology, Inc. (b)	90,246		308,641
			7,237,164
Energy Equipment & Services—2.6%
Exterran Holdings, Inc. (a) (b)	31,303		666,754
FMC Technologies, Inc. (b)	60,489		1,441,453
Helix Energy Solutions Group, Inc. (a) (b)	44,433		321,695
Helmerich & Payne, Inc.	50,903		1,158,043
Oceaneering International, Inc. (b)	26,353		767,926
Patterson-UTI Energy, Inc.	74,797		860,913
Pride International, Inc. (b)	83,723		1,337,893
Superior Energy Services, Inc. (b)	37,504		597,439
Tidewater, Inc.	24,932		1,004,012
Unit Corp. (b)	22,862		610,873
			8,767,001
Food & Staples Retailing—0.4%
BJ’s Wholesale Club, Inc. (a) (b)	28,448		974,628
Ruddick Corp. (a)	18,932		523,470
			1,498,098
Food Products—1.8%
Corn Products International, Inc.	36,033		1,039,552
Flowers Foods, Inc.	38,137		929,017
Hormel Foods Corp.	33,914		1,054,047
Lancaster Colony Corp.	9,602		329,349
Ralcorp Holdings, Inc. (b)	27,256		1,591,750
Smithfield Foods, Inc. (a) (b)	57,480		808,744
Tootsie Roll Industries, Inc. (a)	12,528		320,842
			6,073,301
Gas Utilities—2.0%
AGL Resources, Inc.	37,143		1,164,433
Energen Corp.	34,690		1,017,458
National Fuel Gas Co.	38,277		1,199,218
ONEOK, Inc.	50,552		1,472,074
UGI Corp.	52,192		1,274,529
WGL Holdings, Inc. (a)	24,174		790,248
			6,917,960

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Health Care Equipment & Supplies—3.7%
Advanced Medical Optics, Inc. (a) (b)	25,198	$	166,559
Beckman Coulter, Inc. (a)	30,317		1,332,129
Edwards Lifesciences Corp. (b)	26,928		1,479,694
Gen-Probe, Inc. (b)	26,304		1,126,863
Hill-Rom Holdings, Inc. (a)	30,239		497,734
Hologic, Inc. (a) (b)	123,950		1,620,026
IDEXX Laboratories, Inc. (a) (b)	28,813		1,039,573
Kinetic Concepts, Inc. (a) (b)	27,098		519,740
Masimo Corp. (b)	23,168		691,101
ResMed, Inc. (b)	36,615		1,372,330
STERIS Corp.	28,482		680,435
Teleflex, Inc.	19,212		962,521
Thoratec Corp. (a) (b)	27,126		881,324
			12,370,029
Health Care Providers & Services—2.6%
Community Health Systems, Inc. (b)	45,118		657,820
Health Management Associates, Inc. (Class A) (a) (b)	118,050		211,310
Health Net, Inc. (b)	50,160		546,242
Henry Schein, Inc. (b)	43,226		1,585,962
Kindred Healthcare, Inc. (b)	14,495		188,725
LifePoint Hospitals, Inc. (a) (b)	25,846		590,323
Lincare Holdings, Inc. (a) (b)	35,981		968,968
Omnicare, Inc. (a)	50,383		1,398,632
Psychiatric Solutions, Inc. (a) (b)	27,056		753,510
Universal Health Services, Inc. (Class B) (a)	24,508		920,766
VCA Antech, Inc. (a) (b)	40,941		813,907
Wellcare Group, Inc. (b)	20,175		259,450
			8,895,615
Health Care Technology—0.4%
Cerner Corp. (a) (b)	32,915		1,265,582
Hotels, Restaurants & Leisure—1.3%
Bob Evans Farms, Inc. (a)	14,851		303,406
Boyd Gaming Corp. (a) (b)	27,612		130,605
Brinker International, Inc.	49,265		519,253
Chipotle Mexican Grill, Inc. (Class A) (a) (b)	15,957		989,015
International Speedway Corp. (Class A) (a)	13,437		386,045
Life Time Fitness, Inc. (a) (b)	16,905		218,920
Scientific Games Corp. (a) (b)	31,451		551,650
The Cheesecake Factory (a) (b)	28,887		291,759
Wendy’s/Arby’s Group, Inc.	202,256		999,144
			4,389,797
Household Durables—1.7%
American Greetings Corp. (Class A) (a)	21,968		166,298
Blyth, Inc.	11,698		91,712
Furniture Brands International, Inc. (a) (b)	20,064		44,341
Hovnanian Enterprises, Inc. (Class A) (a) (b)	24,503		42,145
M.D.C. Holdings, Inc. (a)	17,790		539,037
Mohawk Industries, Inc. (a) (b)	27,139		1,166,163
NVR, Inc. (b)	2,639		1,204,044
Ryland Group, Inc. (a)	20,668		365,204

Security Description	Shares	Value*
Household Durables—(Continued)
Toll Brothers, Inc. (b)	63,025	$	1,350,626
Tupperware Brands Corp.	29,989		680,750
			5,650,320
Household Products—1.0%
Church & Dwight Co., Inc. (a)	33,878		1,901,234
Energizer Holdings, Inc. (a) (b)	28,208		1,527,181
			3,428,415
Industrial Conglomerates—0.2%
Carisle Cos., Inc. (a)	29,511		610,878
Insurance—5.6%
American Financial Group, Inc.	36,329		831,208
Arthur J. Gallagher & Co.	45,957		1,190,746
Brown & Brown, Inc.	56,126		1,173,033
Everest Re Group, Ltd.	29,710		2,262,119
Fidelity National Financial, Inc. (a)	102,463		1,818,718
First American Corp.	44,925		1,297,883
HCC Insurance Holdings, Inc.	55,487		1,484,277
Horace Mann Educators Corp.	18,896		173,654
Mercury General Corp. (a)	17,220		791,948
Old Republic International Corp.	111,628		1,330,606
Protective Life Corp.	33,817		485,274
Reinsurance Group of America Inc	35,102		1,503,068
StanCorp Financial Group, Inc.	23,668		988,612
The Hanover Insurance Group, Inc.	24,711		1,061,832
Unitrin, Inc.	23,815		379,611
W.R. Berkley Corp.	67,083		2,079,573
			18,852,162
Internet & Catalog Retail—0.6%
Netflix, Inc. (a) (b)	20,151		602,313
priceline.com, Inc. (a) (b)	19,635		1,446,118
			2,048,431
Internet Software & Services—0.2%
Digital River, Inc. (b)	17,943		444,986
ValueClick, Inc. (b)	41,965		287,041
			732,027
IT Services—3.1%
Acxiom Corp. (b)	32,859		266,487
Alliance Data Systems Corp. (a) (b)	31,222		1,452,760
Broadridge Financial Solutions, Inc.	68,402		857,761
DST Systems, Inc. (a) (b) (c)	19,681		747,484
Gartner, Inc. (Class A) (b)	28,668		511,150
Global Payments, Inc. (a)	38,795		1,272,088
Lender Processing Services, Inc.	40,557		1,194,404
Mantech International Corp. (b)	10,107		547,698
Metavante Technologies, Inc. (a) (b)	43,420		699,496
NeuStar, Inc. (a) (b)	38,147		729,752
SAIC, Inc. (b)	98,070		1,910,404
SRA International, Inc. (b)	20,364		351,279
			10,540,763

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Leisure Equipment & Products—0.1%
Callaway Golf Co. (a)	31,241	$	290,229
Life Sciences Tools & Services—1.9%
Affymetrix, Inc. (b)	33,961		101,543
Bio-Rad Laboratories, Inc. (b)	9,242		696,015
Charles River Laboratories International, Inc. (b)	32,741		857,814
Covance, Inc. (a) (b) (c)	30,615		1,409,209
Pharmaceutical Product Development, Inc.	57,035		1,654,585
Techne Corp. (b)	18,394		1,186,781
Varian, Inc. (b)	14,009		469,442
			6,375,389
Machinery—4.6%
AGCO Corp. (b)	44,382		1,046,971
Bucyrus International, Inc.	36,213		670,665
Crane Co.	23,442		404,140
Donaldson Co., Inc.	37,218		1,252,386
Federal Signal Corp.	22,929		188,247
Graco, Inc. (a)	28,790		683,187
Harsco Corp.	40,401		1,118,300
IDEX Corp. (a)	39,979		965,493
Joy Global, Inc.	52,141		1,193,507
Kennametal, Inc.	35,369		784,838
Lincoln Electric Holdings, Inc.	20,714		1,054,964
Nordson Corp. (a)	16,499		532,753
Oshkosh Corp.	36,005		320,084
Pentair, Inc.	47,712		1,129,343
SPX Corp.	26,328		1,067,600
Terex Corp.	45,908		795,127
Timkin Co.	41,102		806,832
Trinity Industries, Inc. (a)	38,475		606,366
Wabtec Corp.	23,456		932,376
			15,553,179
Marine—0.1%
Alexander & Baldwin, Inc.	20,005		501,325
Media—1.0%
Belo Corp. (Class A)	42,521		66,333
DreamWorks Animation SKG, Inc. (b)	37,278		941,642
Harte-Hanks, Inc. (a)	18,374		114,654
John Wiley & Sons, Inc. (a)	20,713		736,969
Lamar Advertising Co. (Class A) (a) (b)	36,744		461,505
Marvel Entertainment, Inc. (a) (b)	23,726		729,574
Scholastic Corp.	12,790		173,688
			3,224,365
Metals & Mining—1.3%
Carpenter Technology Corp.	21,326		438,036
Cliffs Natural Resources, Inc.	54,907		1,406,168
Commercial Metals Co.	55,050		653,443
Reliance Steel & Aluminum Co. (a)	30,849		615,129
Steel Dynamics, Inc.	78,226		874,567
Worthington Industries, Inc. (a)	28,979		319,349
			4,306,692

Security Description	Shares	Value*
Multi-Utilities—3.0%
Alliant Energy Corp.	53,430	$	1,559,087
Black Hills Corp.	18,600		501,456
MDU Resources Group, Inc.	88,847		1,917,318
NSTAR	51,669		1,885,402
OGE Energy Corp.	44,884		1,157,109
PNM Resources, Inc. (a)	41,832		421,667
Puget Energy, Inc.	62,732		1,710,702
Vectren Corp.	39,174		979,742
			10,132,483
Multiline Retail—0.7%
99 Cents Only Stores (a) (b)	22,669		247,772
Dollar Tree, Inc. (a) (b) (c)	43,839		1,832,470
Saks, Inc. (a) (b)	68,728		301,029
			2,381,271
Office Electronics—0.2%
Zebra Technologies Corp. (Class A) (b)	30,665		621,273
Oil, Gas & Consumable Fuels—3.5%
Arch Coal, Inc.	69,110		1,125,802
Bill Barrett Corp. (b)	17,903		378,290
Cimarex Energy Co. (a)	40,283		1,078,779
Comstock Resources, Inc. (b)	22,261		1,051,832
Denbury Resources, Inc. (a) (b) (c)	119,508		1,305,027
Encore Aquisition Co. (b)	25,525		651,398
Forest Oil Corp. (a) (b)	46,982		774,733
Frontier Oil Corp.	50,263		634,822
Mariner Energy, Inc. (b)	42,984		438,437
Newfield Exploration Co. (b)	63,974		1,263,487
Overseas Shipholding Group, Inc.	12,200		513,742
Patriot Coal Corp. (a) (b)	30,696		191,850
Plains Exploration & Production Co. (b)	52,052		1,209,689
Quicksilver Resources, Inc. (a) (b)	54,085		301,253
Southern Union Co.	59,977		782,100
			11,701,241
Paper & Forest Products—0.0%
Louisiana-Pacific Corp. (a) (b)	43,972		68,596
Personal Products—0.4%
Alberto-Culver Co.	41,231		1,010,572
NBTY, Inc. (b)	26,521		415,053
			1,425,625
Pharmaceuticals—1.3%
Endo Pharmaceuticals Holdings, Inc. (b)	56,634		1,465,688
Medicis Pharmaceutical Corp. (a)	27,437		381,374
Perrigo Co. (a)	37,561		1,213,596
Sepracor, Inc. (a) (b)	52,667		578,284
Valeant Pharmaceuticals International (a) (b)	39,425		902,832
			4,541,774

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Professional Services—1.1%
FTI Consulting, Inc. (a) (b)	24,583	$	1,098,368
Kelly Services, Inc. (Class A)	13,284		172,825
Korn/Ferry International (b)	21,647		247,209
Manpower, Inc.	37,715		1,281,933
MPS Group, Inc. (b)	44,659		336,282
Navigant Consulting, Inc. (b)	22,639		359,281
The Corporate Executive Board Co.	16,463		363,174
			3,859,072
Real Estate Investment Trusts—6.7%
Alexandria Real Estate Equities, Inc. (a)	15,591		940,761
AMB Property Corp.	47,645		1,115,846
BRE Properties, Inc. (a)	24,717		691,582
Camden Property Trust (a)	25,765		807,475
Cousins Properties, Inc. (a)	21,128		292,623
Duke Realty Corp. (a)	71,288		781,316
Equity One, Inc. (a)	15,948		282,280
Essex Property Trust, Inc. (a)	12,963		994,910
Federal Realty Investment Trust (a)	28,529		1,771,080
Health Care REIT, Inc. (a)	50,047		2,111,983
Highwoods Properties, Inc.	30,751		841,347
Hospitality Properties Trust (a)	45,464		676,050
Liberty Property Trust	47,484		1,084,060
Mack-Cali Realty Corp.	31,869		780,790
Nationwide Health Properties, Inc.	48,061		1,380,312
Omega Healthcare Investors, Inc.	39,822		635,957
Potlatch Corp.	19,118		497,259
Rayonier, Inc.	38,132		1,195,438
Realty Income Corp. (a)	50,440		1,167,686
Regency Centers Corp. (a)	33,864		1,581,449
SL Green Realty Corp	27,595		714,711
The Macerich Co. (a)	36,819		668,633
UDR, Inc. (a)	65,878		908,458
Weingarten Realty Investors (a)	37,484		775,544
			22,697,550
Real Estate Management & Development—0.1%
Jones Lang LaSalle, Inc. (a)	16,691		462,341
Road & Rail—0.9%
Con-Way, Inc. (a)	22,168		589,669
J.B. Hunt Transport Services, Inc. (a)	39,623		1,040,896
Kansas City Southern (a) (b)	44,163		841,305
Werner Enterprises, Inc. (a)	20,615		357,464
YRC Worldwide, Inc. (a) (b)	28,664		82,266
			2,911,600
Semiconductors & Semiconductor Equipment—1.6%
Atmel Corp. (b) (c)	216,705		678,287
Cree, Inc. (a) (b)	42,729		678,109
Fairchild Semiconductor International, Inc. (b)	60,049		293,639
Integrated Device Technology, Inc. (b)	81,770		458,730
International Rectifier Corp. (b)	35,256		475,956
Intersil Corp.	59,420		546,070
Lam Research Corp. (b)	60,445		1,286,269

Security Description	Shares	Value*
Semiconductors & Semiconductor Equipment—(Continued)
RF Micro Devices, Inc. (a) (b)	127,287	$	99,284
Semtech Corp. (b)	29,225		329,366
Silicon Laboratories, Inc. (a) (b)	22,378		554,527
			5,400,237
Software—2.4%
ACI Worldwide, Inc. (a) (b)	16,887		268,503
Advent Software, Inc. (a) (b)	8,076		161,278
Ansys, Inc. (b)	43,393		1,210,231
Cadence Design Systems, Inc. (b)	125,900		460,794
FactSet Research Systems, Inc. (a)	20,394		902,231
Fair Isaac Corp. (a)	23,451		395,384
Jack Henry & Associates, Inc.	40,884		793,558
Macrovision Solutions Corp. (b)	40,359		510,541
Mentor Graphics Corp. (b)	44,679		230,990
Parametric Technology Corp. (b)	56,211		711,069
Sybase, Inc. (a) (b)	39,210		971,232
Synopsys, Inc. (b)	69,705		1,290,937
Wind River Systems, Inc. (b)	32,827		296,428
			8,203,176
Specialty Retail—4.1%
Advance Auto Parts, Inc.	45,807		1,541,406
Aeropostale, Inc. (a) (b)	32,323		520,400
American Eagle Outfitters, Inc.	99,732		933,492
AnnTaylor Stores Corp. (a) (b)	27,639		159,477
Barnes & Noble, Inc.	17,829		267,435
Carmax, Inc. (a) (b)	106,634		840,276
Chico’s FAS, Inc. (a) (b)	85,766		358,502
Coldwater Creek, Inc. (a) (b)	22,938		65,373
Collective Brands, Inc. (b)	30,844		361,492
Dick’s Sporting Goods, Inc. (a) (b)	41,159		580,753
Foot Locker, Inc. (a)	74,942		550,074
Guess?, Inc.	29,135		447,222
J. Crew Group, Inc. (a) (b)	25,087		306,061
O’Reilly Automotive, Inc. (a) (b)	65,075		2,000,406
Pacific Sunwear of California, Inc. (b)	31,776		50,524
PetSmart, Inc.	61,494		1,134,564
Rent-A-Center, Inc. (b)	32,297		570,042
Ross Stores, Inc. (a)	62,589		1,860,771
Urban Outfitters, Inc. (b)	55,168		826,417
Williams-Sonoma, Inc.	41,902		329,350
			13,704,037
Textiles, Apparel & Luxury Goods—0.6%
Hanesbrands, Inc. (a) (b)	45,221		576,568
Phillips-Van Heusen Corp.	24,894		501,116
The Warnaco Group, Inc. (b)	22,555		442,754
Timberland Co. (Class A) (b)	22,260		257,103
Under Armour, Inc. (a) (b)	17,645		420,657
			2,198,198
Thrifts & Mortgage Finance—1.3%
Astoria Financial Corp.	38,954		641,962
First Niagara Financial Group, Inc.	57,345		927,269

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Thrifts & Mortgage Finance—(Continued)
New York Community Bancorp, Inc. (a)	166,501	$	1,991,352
The PMI Group, Inc. (a)	33,563		65,448
Washington Federal, Inc.	42,560		636,697
			4,262,728
Tobacco—0.1%
Universal Corp.	12,088		361,069
Trading Companies & Distributors—0.5%
GATX Corp. (a)	23,559		729,622
MSC Industrial Direct Co. (a)	21,680		798,474
United Rentals, Inc. (a) (b)	28,973		264,234
			1,792,330
Water Utilities—0.4%
Aqua America, Inc. (a)	65,386		1,346,298
Wireless Telecommunication Services—0.5%
Telephone & Data Systems, Inc.	51,496		1,634,998
Total Common Stock (Identified Cost $446,652,221)			320,514,362
Mutual Funds—2.5%
Exchange Traded Funds—2.5%
MidCap SPDR Trust, Series 1 (a)	85,800		8,336,328
Total Mutual Funds (Identified Cost $8,143,519)			8,336,328

Short Term Investments—19.5%
Security Description	Face Amount/Shares		Value*
Discount Notes—2.2%
Federal Home Loan Bank 0.120%, 03/25/09	$	6,525,000	$	6,523,797
2.400%, 01/27/09		575,000		574,950
Federal Home Loan Mortgage Corp. 1.100%, 02/27/09		450,000		449,929
				7,548,676
Mutual Funds—17.3%
State Street Navigator Securities Lending Prime Portfolio (d)		58,387,185		58,387,185
Total Short Term Investments (Identified Cost $65,935,861)				65,935,861
Total Investments—116.9% (Identified Cost $520,731,601) (e)				394,786,551
Liabilities in excess of other assets				(57,083,075	)
Total Net Assets—100%			$	337,703,476

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $58,635,014 and the collateral received consisted of cash in the amount of $58,387,185 and non-cash collateral with a value of $160,090. The cash collateral is invested in a money market fund managed by an affiliate of the custodian. The non-cash collateral received consists primarily of government securities and bank letters of credit, and are held for the benefit of the Portfolio at the Portfolio’s custodian. The Portfolio cannot repledge or resell this collateral. As such, these are excluded from the Statement of Assets and Liabilities.

(b) Non-Income Producing.

(c) A portion or all of the security was pledged as collateral against open futures contracts.

(d) Represents investment of cash collateral received from securities lending transactions.

(e) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $531,813,089 and the composition of unrealized appreciation and depreciation of investment securities was $16,418,496 and $(153,445,034), respectively.

Futures Contracts

Futures Contracts—Long	Expiration Date	Number of Contracts	Contract Amount		Valuation as of 12/31/2008		Net Unrealized Appreciation
S&P MidCap 400 Index Futures	3/19/2009	27	$	6,647,535	$	7,252,200	$	604,665

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	387,237,875	$	604,665
Level 2 - Other Significant Observable Inputs		7,548,676		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	394,786,551	$	604,665

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-11

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	394,786,551
Cash				56,936
Receivable for:
Securities sold				4,127,150
Fund shares sold				1,244,794
Accrued interest and dividends				528,621
Futures variation margin				159,300
Total Assets				400,903,352
Liabilities
Payable for:
Securities purchased	$	4,531,945
Fund shares redeemed		150,321
Collateral for securities loaned		58,387,185
Accrued expenses:
Management fees		64,163
Service and distribution fees		30,542
Other expenses		35,720
Total Liabilities				63,199,876
Net Assets			$	337,703,476
Net assets consists of:
Capital paid in			$	455,115,680
Undistributed net investment income				6,345,944
Accumulated net realized gains				1,582,237
Unrealized depreciation on investments and futures contracts				(125,340,385	)
Net Assets			$	337,703,476
Computation of offering price:
Class A
Net asset value and redemption price per share ($166,318,707 divided by 19,216,422 shares outstanding)			$	8.66
Class B
Net asset value and redemption price per share ($133,389,911 divided by 15,544,490 shares outstanding)			$	8.58
Class E
Net asset value and redemption price per share ($37,994,858 divided by 4,411,798 shares outstanding)			$	8.61
(a) Identified cost of investments			$	520,731,601
(b) Includes cash collateral for securities loaned of			$	58,387,185

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	6,798,936
Interest					1,508,872	(a)
					8,307,808
Expenses
Management fees	$	1,126,832
Service and distribution fees—Class B		418,607
Service and distribution fees—Class E		83,142
Directors’ fees and expenses		31,901
Custodian		59,372
Audit and tax services		36,941
Legal		7,730
Printing		154,405
Insurance		6,326
Miscellaneous		37,758
Total expenses		1,963,014
Management fee waivers		(31,551	)		1,931,463
Net Investment Income					6,376,345
Realized and Unrealized Gain (Loss)
Realized gain (loss) on:
Investments—net		10,379,246
Futures contracts—net		(5,959,365	)		4,419,881
Change in unrealized appreciation (depreciation) on:
Investments—net		(198,697,141	)
Futures contracts—net		1,351,070			(197,346,071	)
Net loss					(192,926,190	)
Net Decrease in Net Assets From Operations				$	(186,549,845	)

(a) Includes income on securities loaned of $1,274,182.

See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	6,376,345		$	6,587,026
Net realized gain		4,419,881			43,367,240
Unrealized depreciation		(197,346,071	)		(12,744,287	)
Increase (decrease) in net assets from operations		(186,549,845	)		37,209,979
From Distributions to Shareholders
Net investment income
Class A		(3,331,452	)		(2,158,318	)
Class B		(1,939,614	)		(960,456	)
Class E		(718,470	)		(460,789	)
		(5,989,536	)		(3,579,563	)
Net realized gain
Class A		(21,955,683	)		(11,564,986	)
Class B		(16,021,212	)		(7,352,063	)
Class E		(5,395,059	)		(3,023,339	)
		(43,371,954	)		(21,940,388	)
Total distributions		(49,361,490	)		(25,519,951	)
Increase in net assets from capital share transactions		33,833,678			38,567,976
Net increase (decrease) in net assets		(202,077,657	)		50,258,004
Net Assets
Beginning of the period		539,781,133			489,523,129
End of the period	$	337,703,476		$	539,781,133
Undistributed Net Investment Income
End of the period	$	6,345,944		$	6,173,508

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	3,116,329		$	34,566,629		4,340,847		$	66,856,252
Reinvestments	1,909,904			25,287,135		896,362			13,723,304
Redemptions	(4,299,649	)		(51,736,068	)	(4,618,014	)		(70,812,369	)
Net increase	726,584		$	8,117,696		619,195		$	9,767,187
Class B
Sales	3,550,445		$	38,773,209		3,748,247		$	57,206,524
Reinvestments	1,365,842			17,960,826		546,158			8,312,519
Redemptions	(2,254,985	)		(27,817,619	)	(2,270,652	)		(34,591,355	)
Net increase	2,661,302		$	28,916,416		2,023,753		$	30,927,688
Class E
Sales	471,315		$	5,014,481		632,527		$	9,674,075
Reinvestments	463,497			6,113,529		228,318			3,484,128
Redemptions	(1,196,453	)		(14,328,444	)	(1,001,707	)		(15,285,102	)
Net decrease	(261,641	)	$	(3,200,434	)	(140,862	)	$	(2,126,899	)
Increase derived from capital share transactions			$	33,833,678				$	38,567,976

See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	15.03		$	14.64		$	14.43		$	13.71		$	11.90
Income From Investment Operations
Net investment income		0.18	(a)		0.20	(a)		0.18			0.15			0.11
Net realized and unrealized gain (loss) of investments		(5.12	)		0.95			1.27			1.40			1.79
Total from investment operations		(4.94	)		1.15			1.45			1.55			1.90
Less Distributions
Distributions from net investment income		(0.19	)		(0.12	)		(0.19	)		(0.10	)		(0.06	)
Distributions from net realized capital gains		(1.24	)		(0.64	)		(1.05	)		(0.73	)		(0.03	)
Total distributions		(1.43	)		(0.76	)		(1.24	)		(0.83	)		(0.09	)
Net Asset Value, End of Period	$	8.66		$	15.03		$	14.64		$	14.43		$	13.71
Total Return (%)		(36.2	)		7.8			10.1			12.3			16.0
Ratio of operating expenses to average net assets (%)		0.32			0.31			0.33			0.34			0.35
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.33			0.32			0.34			0.34			N/A
Ratio of net investment income to average net assets (%)		1.52			1.33			1.28			1.18			0.85
Portfolio turnover rate (%)		33			37			34			33			42
Net assets, end of period (000)	$	166,319		$	277,839		$	261,588		$	232,461		$	197,642

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	14.91		$	14.53		$	14.32		$	13.61		$	11.83
Income From Investment Operations
Net investment income		0.15	(a)		0.16	(a)		0.14			0.11			0.06
Net realized and unrealized gain (loss) of investments		(5.09	)		0.94			1.26			1.40			1.79
Total from investment operations		(4.94	)		1.10			1.40			1.51			1.85
Less Distributions
Distributions from net investment income		(0.15	)		(0.08	)		(0.14	)		(0.07	)		(0.04	)
Distributions from net realized capital gains		(1.24	)		(0.64	)		(1.05	)		(0.73	)		(0.03	)
Total distributions		(1.39	)		(0.72	)		(1.19	)		(0.80	)		(0.07	)
Net Asset Value, End of Period	$	8.58		$	14.91		$	14.53		$	14.32		$	13.61
Total Return (%)		(36.4	)		7.5			9.8			12.0			15.7
Ratio of operating expenses to average net assets (%)		0.57			0.56			0.58			0.59			0.60
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.58			0.57			0.59			0.59			N/A
Ratio of net investment income to average net assets (%)		1.29			1.07			1.03			0.94			0.61
Portfolio turnover rate (%)		33			37			34			33			42
Net assets, end of period (000)	$	133,390		$	192,044		$	157,773		$	111,361		$	64,207

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	14.96		$	14.57		$	14.37		$	13.65		$	11.86
Income From Investment Operations
Net investment income		0.17	(a)		0.18	(a)		0.17			0.14			0.08
Net realized and unrealized gain (loss) of investments		(5.12	)		0.95			1.24			1.39			1.79
Total from investment operations		(4.95	)		1.13			1.41			1.53			1.87
Less Distributions
Distributions from net investment income		(0.16	)		(0.10	)		(0.16	)		(0.08	)		(0.05	)
Distributions from net realized capital gains		(1.24	)		(0.64	)		(1.05	)		(0.73	)		(0.03	)
Total distributions		(1.40	)		(0.74	)		(1.21	)		(0.81	)		(0.08	)
Net Asset Value, End of Period	$	8.61		$	14.96		$	14.57		$	14.37		$	13.65
Total Return (%)		(36.3	)		7.7			9.9			12.2			15.9
Ratio of operating expenses to average net assets (%)		0.47			0.46			0.48			0.49			0.50
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.48			0.47			0.49			0.49			N/A
Ratio of net investment income to average net assets (%)		1.36			1.18			1.12			1.03			0.71
Portfolio turnover rate (%)		33			37			34			33			42
Net assets, end of period (000)	$	37,995		$	69,898		$	70,162		$	66,712		$	62,530

(a) Per share amount is based on average shares outstanding during the period.

(b) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The MetLife Mid Cap Stock Index Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-16

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls

MSF-17

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	9,455,092	$	5,524,511	$	39,906,398	$	19,995,440	$	—	$	—	$	49,361,490	$	25,519,951

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$6,345,944	$	15,083,089	$	(137,026,538	)	$	—	$	(115,597,505	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(1,814,699	)

MSF-18

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	148,392,845	$	0	$	152,342,140

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.25% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2008 were $1,126,832.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MLIAC”) with respect to the Portfolio. MetLife Advisers pays MLIAC an investment subadvisory fee for the Portfolio equal to the costs incurred by MLIAC in providing subadvisory services to the Portfolio. Fees earned by MLIAC with respect to the Portfolio for the year ended December 31, 2008 were $103,669.

Management Fee Waivers:

Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2008 to April 30, 2009, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio at the annual rate of 0.007% of average daily net assets. A similar expense agreement was in place for the period May 1, 2007 through April 30, 2008. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is

MSF-19

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-20

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the MetLife Mid Cap Stock Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MetLife Mid Cap Stock Index Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2009

MSF-21

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-22

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-23

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-24

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-25

Metropolitan Series Fund, Inc.

MetLife Mid Cap Stock Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-26

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-27

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. MetLife Moderate Allocation Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the MetLife Moderate Allocation Portfolio returned -28.4% compared to the -37.3% return of the Wilshire 5000 Stock Index ¹ and the 2.4% return of the Barclays Capital U.S. Universal Bond Index². Considering that no single index or benchmark can accurately capture the multiple asset class design of the Portfolio, we have created a blended benchmark comprised of several indices for use in portfolio design and evaluation purposes. Specifically, the blended benchmark for the MetLife Moderate Allocation Portfolio currently consists of an 8% allocation to the Barclays Capital 1 to 3 Year Government Bond Index³, a 32% allocation to the Barclays Capital U.S. Universal Bond Index, a 45% allocation to the Wilshire 5000 Stock Index, and a 15% allocation to the Morgan Stanley Capital International EAFE Index⁴. During the twelve-month period ended December 31, 2008, the blended benchmark returned -23.9%.

ECONOMIC AND MARKET REVIEW

The first half of 2008 was highlighted by growing concerns about the economy due to the emerging credit crisis, rising unemployment, falling consumer confidence, a struggling housing sector, and skyrocketing food and energy prices. The forced sale of Bear Stearns in March to JP Morgan at first appeared to be an isolated event, but would prove to be a harbinger of things to come. The Federal Reserve was aggressive early in the year to revive the economy when they cut their target rate several times to bring it down from 4.25% to 2.00% by early May. They held rates steady in subsequent meetings through the summer as they tried to balance the danger of the economy falling into a recession against their desire to control growing inflation pressures.

However, the evidence of a weakening economy (especially falling real estate prices and the impact of the sub-prime mortgage crisis) gained momentum during the summer, climaxing in the extraordinary events of September and October that saw the government’s provision of credit assistance to Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers, and the failure of Washington Mutual. The U.S. government and governments around the world took massive fiscal and monetary actions to stabilize the capital markets, restore liquidity to the clogged credit pipeline, and to stimulate the economy. These efforts continue as we move into 2009. Although we now know that the recession began a year ago in December 2007, the recession intensified during the last months of 2008: unemployment rose sharply as companies made massive layoffs, housing prices and sales continued to fall, retail sales fell, and, in a bit of good news / bad news, oil prices fell nearly $100 per barrel in response in expectation of lower global demand. The incoming administration of Barack Obama faces what most pundits call the largest economic crisis since the Great Depression.

During the first half of 2008, bond returns fluctuated as investors’ concerns changed from a weakening economy to inflation pressures fueled by soaring energy prices. Bonds eked out modestly positive total return of 1.1% for the January to June period as measured by the Barclays Capital U.S. Aggregate Bond Index⁵. During the second half of the year, the weak economy drove yields down and credit spreads wider as investors sought refuge in the safety of treasury securities. This resulted in mixed returns for bonds. Treasury bonds returned over 13% for the full year, while investment grade corporate bonds were down nearly 5%. High yield bonds were down over 26% for the year with most of the decline occurring in the second half of the year. While most credit based bonds recovered somewhat in December, it was not enough to reverse the earlier losses.

U.S. common stocks suffered their worst calendar year decline in over seventy years during 2008 as measured by the -37.0% return of the Standard & Poor’s 500 Index⁶. Growing expectations for a deep and long recession and a sharp drop in corporate earnings drove stock prices lower. The total collapse of several high profile financial firms pulled the indices down further. While there was very little difference in the return by style within large cap stocks, growth fell more than value at the mid cap and small cap segments. There was little difference in return by capitalization. By sector, Financials and Materials were down the most, while Consumer Staples held up better on a relative basis. Energy, which was up nearly 9% in the first half of the year, fell 40% in the second half to finish the year down almost 35%. Foreign stocks were also down sharply for the year, falling over 43% as measured by the MSCI EAFE Index. Emerging markets were down 53.3% as measured by the MSCI Emerging Markets Index⁷.

PORTFOLIO REVIEW

The MetLife Moderate Allocation Portfolio is a “fund of funds” consisting of other portfolios of the Met Investors Series Trust and the Metropolitan Series Fund with a broad allocation goal of 60% in equities and 40% in fixed income. The most significant change in strategy during the first half of 2008 was an increase in the asset class goal for foreign stocks from 20% of total equities to 25% of total equities. For this Portfolio, this resulted in a change in the goal for foreign stocks from 12% to 15%. There were also several small adjustments to the underlying portfolio targets that were part of the annual review and restructuring. We initiated positions in two new portfolios during the fourth quarter to add further diversification: a 2% position in the Met/Dimensional International Small Company Portfolio and a 1% position in the Van Eck Global Natural Resources Portfolio.

The Portfolio was structured to be diversified across a wide variety of asset classes to add value over the long term. However, for most of 2008, investors shunned risk and rewarded only what they perceived to be the safest investments.

The Portfolio’s fixed income portfolios had a large negative impact on relative performance as the Portfolio’s underlying bond portfolios held higher positions in credit based bonds (and less in Treasury securities) than is held in the broad bond indices. In particular, the Lord Abbett Bond Debenture Portfolio, the Western Asset Management Strategic Bond Opportunities Portfolio, and the

MSF-2

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

BlackRock High Yield Portfolio were down sharply relative to the broad index because of their high yield bond and other credit exposure. Overall high yield exposure was about 5% of the portfolio, which was in line with our target of 5%. WAM Strategic was also adversely impacted by its significant exposure to Non-Agency Mortgage Backed Securities, which were down sharply in response to the credit crisis. The PIMCO Inflation Protected Bond Portfolio, which did well in the first half when inflation expectations were still prevalent, had a large negative impact in the second half of the year as inflation expectations lessened because of the weak economy and falling oil prices. In fact, during 2008 inflation grew at its lowest rate in over fifty years.

Within the equity sector, a cumulative overweight in the Financials and Materials sectors and an underweight to the Consumer Staples sector detracted from relative performance during the full year. Certain Portfolios led a positive impact on relative performance. Dreman Small Cap Value Portfolio, although down over 25% for the year, held up better due to an overweight in the Consumer Staples sector and good overall stock selection, especially in the Health Care sector. BlackRock Large Cap Value Portfolio added to relative performance mostly due to stock selection in the Financials sector by avoiding many of the high profile blowups. MFS Value Portfolio also outperformed for the year, helped by an underweight and good stock selection in the generally struggling Information Technology sector. They avoided poorer performing stocks such as Apple, Google, and Mircosoft and owned better performing alternatives such as Accenture, Oracle, and IBM.

The Legg Mason Value Equity Portfolio was hurt in the first half of the year by its lack of exposure to the strong energy sector, but it continued to struggle in the second half even though the portfolio managers’ concerns about the sustainability of the high energy prices proved to be correct. The portfolio was also hurt by its exposure to several of the high profile financial stocks. Neuberger Berman Mid Cap Value Portfolio, one of the strongest performing portfolios in the first half of the year due to its energy exposure, struggled in the second half of the year for the same reason. It also was hurt by its exposure to Bear Stearns and poor overall stock selection in the Industrial sector. For example Chicago Bridge & Iron, Terex Corp., and McDermott International were all large positions that each fell over 70% for the year. FI Mid Cap Opportunities Portfolio was also hurt by its energy exposure in the second half and by overall poor stock selection, especially in the Financials (holding Brazilian brokerage firm BM&F Bovespa) and Industrials (holding engineering firm Flowserve) sectors.

Despite the recent poor performance of the Portfolio, we will continue to take a long term view to provide a well diversified portfolio to meet long term objectives.

* The views expressed above are those of the advisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Wilshire 5000 Equity Index measures the performance of all U.S. headquartered equity securities with readily available price data.

² The Barclays Capital U.S. Universal Bond Index (formerly, Lehman Brothers U.S. Universal Bond Index) represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index, the non-EIRSA portion of the Commercial Mortgage Backed Securities Index and the Commercial Mortgage Backed Securities High Yield Index. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

³ The Barclays Capital 1 to 3 Year Government Bond Index (formerly, Lehman Brothers 1 to 3 Year Government Bond Index) includes most obligations of the U.S Treasury, agencies and quasi-federal corporations having maturities between one to three years. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

⁴ The Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”) is an unmanaged free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada.

⁵ Barclays Capital U.S. Aggregate Bond Index (formerly, Lehman Brothers U.S. Aggregate Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

⁶ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

⁷ The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of January 2009 the MSCI Emerging Markets Index consisted of the following 23 emerging market country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

MSF-3

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

A $10,000 INVESTMENT COMPARED TO

THE WILSHIRE 5000 STOCK INDEX AND THE BARCLAYS

CAPITAL U.S. UNIVERSAL BOND INDEX

Average Annual Returns as of December 31, 2008

	MetLife Moderate Allocation Portfolio				Wilshire 5000 Stock Index		Barclays Capital U.S. Universal Bond Index
	Class A		Class B
1 Year	-28.4	%	-28.6	%	-37.3	%	2.4	%
Since Inception	-2.5		-2.7		-4.2		4.3

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception date of the Class A and Class B shares is 5/2/05. Index since inception return is based on the Portfolio’s inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Met Investors Series Trust —PIMCO Total Return Portfolio, (Class A)	21.3%
Metropolitan Series Fund, Inc.—Western Asset Mgt. Strategic Bond Opportunities Portfolio, (Class A)	9.9%
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	6.8%
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	6.1%
Metropolitan Series Fund, Inc.—MetLife Stock Index Portfolio, (Class A)	5.0%
Metropolitan Series Fund, Inc.—Julius Baer International Stock Portfolio, (Class A)	4.1%
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	3.9%
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	3.9%
Met Investors Series Trust —MFS Research International Portfolio, (Class A)	3.3%
Met Investors Series Trust—Dreman Small Cap Value Portfolio, (Class A)	3.1%

MSF-4

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses paid During Period* July 1, 2008 to December 31, 2008
MetLife Moderate Allocation—Class A(a)(b)	Actual	0.74	%	$	1,000.00	$	773.48	$	3.30
	Hypothetical	0.74	%	$	1,000.00	$	1,021.37	$	3.76
MetLife Moderate Allocation—Class B(a)(b)	Actual	0.99	%	$	1,000.00	$	772.14	$	4.41
	Hypothetical	0.99	%	$	1,000.00	$	1,020.10	$	5.03

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects an expense agreement between MetLife Advisers, LLC and the Portfolio as described under Expense Agreement in Note 4 to the Financial Statements.

^(b) The annualized expense ratio reflects the expenses of both the Portfolio and the underlying Portfolios in which it invests.

MSF-5

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Schedule of Investments as of December 31, 2008

Mutual Funds—100.0% of Total Net Assets

Security Description	Shares	Value*
Affiliated Investment Companies—100.0%
Met Investors Series Trust—BlackRock High Yield Portfolio, (Class A)	3,300,112	$	19,173,650
Met Investors Series Trust—BlackRock Large Cap Core Portfolio, (Class A)	9,404,294		62,726,640
Met Investors Series Trust—Clarion Global Real Estate Portfolio, (Class A)	2,751,332		20,359,859
Met Investors Series Trust—Dreman Small Cap Value Portfolio, (Class A)	6,531,052		64,004,305
Met Investors Series Trust—Harris Oakmark International Portfolio, (Class A)	7,430,284		63,677,533
Met Investors Series Trust—Lazard Mid-Cap Portfolio, (Class A)	8,796,587		60,960,345
Met Investors Series Trust—Legg Mason Value Equity Portfolio, (Class A)	12,383,809		56,841,683
Met Investors Series Trust—Lord Abbett Bond Debenture Portfolio, (Class A)	4,165,267		40,569,700
Met Investors Series Trust—Met/AIM Small Cap Growth Portfolio, (Class A)	4,885,359		40,841,598
Met Investors Series Trust—MFS Research International Portfolio, (Class A)	9,145,240		67,766,229
Met Investors Series Trust—PIMCO Inflation Protected Bond Portfolio, (Class A)	2,053,173		20,182,695
Met Investors Series Trust—PIMCO Total Return Portfolio, (Class A)	37,601,754		436,180,352
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	14,545,906		125,967,547
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	6,454,444		140,255,075
Metropolitan Series Fund, Inc.—FI Mid Cap Opportunities Portfolio, (Class A)	4,081,201		38,444,916
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	10,320,648		80,604,265
Metropolitan Series Fund, Inc.—Julius Baer International Stock Portfolio, (Class A)	10,821,987		84,411,498
Metropolitan Series Fund, Inc.—Met/Dimensional International Small Co. Portfolio, (Class A)	3,957,683		40,210,058
Metropolitan Series Fund, Inc.—MetLife Stock Index Portfolio, (Class A)	4,623,753		101,768,813
Metropolitan Series Fund, Inc.—MFS Value Portfolio, (Class A)	4,519,203		41,893,015
Metropolitan Series Fund, Inc.—Neuberger Berman Mid Cap Value Portfolio, (Class A)	5,633,793		61,971,725
Metropolitan Series Fund, Inc.—Russell 2000 Index Portfolio, (Class A)	4,694,143		41,730,932
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	8,883,274		80,393,625
Metropolitan Series Fund, Inc.—Van Eck Global Natural Resources Portfolio, (Class A)	1,981,360		19,239,009
Metropolitan Series Fund, Inc.—Western Asset Mgt. Strategic Bond Opportunities Portfolio, (Class A)	19,671,763		203,209,308

Security Description	Shares	Value*
Affiliated Investment Companies—(Continued)
Metropolitan Series Fund, Inc.—Western Asset Mgt. U.S. Government Portfolio, (Class A)	3,326,178	$	39,648,042
Total Mutual Funds (Identified Cost $2,866,123,272)			2,053,032,417
Total Investments—100.0% (Identified Cost $2,866,123,272) (a)			2,053,032,417
Liabilities in excess of other assets			(527,507	)
Total Net Assets—100%		$	2,052,504,910

(a) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $2,901,251,357 and the composition of unrealized appreciation and depreciation of investment securities was $686,507 and $(848,905,447), respectively.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	2,053,032,417	$	0
Level 2 - Other Significant Observable Inputs		0		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	2,053,032,417	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a)			$	2,053,032,417
Receivable for:
Fund shares sold				1,653,077
Total Assets				2,054,685,494
Liabilities
Payable for:
Securities purchased	$	504,050
Fund shares redeemed		1,149,027
Accrued expenses:
Management fees		114,440
Service and distribution fees		386,054
Other expenses		27,013
Total Liabilities				2,180,584
Net Assets			$	2,052,504,910
Net assets consists of:
Capital paid in			$	2,794,421,000
Undistributed net investment income				69,743,832
Accumulated net realized gains				1,430,933
Unrealized depreciation on investments				(813,090,855	)
Net Assets			$	2,052,504,910
Computation of offering price:
Class A
Net asset value and redemption price per share ($135,501,225 divided by 16,137,348 shares outstanding)			$	8.40
Class B
Net asset value and redemption price per share ($1,917,003,685 divided by 229,090,225 shares outstanding)			$	8.37
(a) Identified cost of investments			$	2,866,123,272

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends from Underlying Portfolios				$	55,404,245
Expenses
Management fees	$	1,526,885
Service and distribution fees—Class B		5,364,206
Directors’ fees and expenses		627
Custodian		29,124
Audit and tax services		16,423
Legal		41,235
Miscellaneous		7,806
Total expenses					6,986,306
Net Investment Income					48,417,939
Realized and Unrealized Gain (Loss)
Realized loss on:
Investments—net		(67,899,871	)
Capital gains distributions from Underlying Portfolios		91,815,861			23,915,990
Change in unrealized depreciation on:
Investments—net					(840,802,629	)
Net loss					(816,886,639	)
Net Decrease in Net Assets From Operations				$	(768,468,700	)

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	48,417,939		$	14,011,159
Net realized gain		23,915,990			33,713,558
Change in unrealized depreciation		(840,802,629	)		(8,525,018	)
Increase (decrease) in net assets from operations		(768,468,700	)		39,199,699
From Distributions to Shareholders
Net investment income
Class A		(1,707,777	)		(269,562	)
Class B		(16,837,058	)		(80,033	)
		(18,544,835	)		(349,595	)
Net realized gain
Class A		(2,079,033	)		(186,620	)
Class B		(27,731,626	)		(1,440,592	)
		(29,810,659	)		(1,627,212	)
Total distributions		(48,355,494	)		(1,976,807	)
Increase in net assets from capital share transactions		569,780,663			1,521,410,561
Net increase (decrease) in net assets		(247,043,531	)		1,558,633,453
Net Assets
Beginning of the period		2,299,548,441			740,914,988
End of the period	$	2,052,504,910		$	2,299,548,441
Undistributed Net Investment Income
End of the period	$	69,743,832		$	18,365,862

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	5,929,445		$	60,103,528		9,488,879		$	113,112,140
Reinvestments	332,468			3,786,810		37,983			456,182
Redemptions	(4,450,258	)		(45,069,747	)	(3,027,315	)		(36,051,074	)
Net increase	1,811,655		$	18,820,591		6,499,547		$	77,517,248
Class B
Sales	67,701,797		$	711,917,005		132,914,022		$	1,582,814,963
Reinvestments	3,919,849			44,568,684		126,824			1,520,625
Redemptions	(20,422,997	)		(205,525,617	)	(11,830,433	)		(140,442,275	)
Net increase	51,198,649		$	550,960,072		121,210,413		$	1,443,893,313
Increase derived from capital share transactions			$	569,780,663				$	1,521,410,561

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	12.00		$	11.52		$	10.82		$	10.00
Income From Investment Operations
Net investment income		0.25	(b)		0.17	(b)		0.24			0.04
Net realized and unrealized gain (loss) of investments		(3.59	)		0.36			1.04			0.83
Total from investment operations		(3.34	)		0.53			1.28			0.87
Less Distributions
Distributions from net investment income		(0.12	)		(0.03	)		(0.24	)		(0.05	)
Distributions from net realized capital gains		(0.14	)		(0.02	)		(0.34	)		0.00
Total distributions		(0.26	)		(0.05	)		(0.58	)		(0.05	)
Net Asset Value, End of Period	$	8.40		$	12.00		$	11.52		$	10.82
Total Return (%)		(28.4	)		4.5			12.2			8.7	(c)
Ratio of operating expenses to average net assets (%) (d)		0.07			0.09			0.10			0.10	(e)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)(f)		N/A			N/A			0.11			0.29	(e)
Ratio of net investment income to average net assets (%) (g)		2.38			1.44			1.67			1.57	(e)
Portfolio turnover rate (%)		24			14			19			1	(e)
Net assets, end of period (000)	$	135,501		$	171,934		$	90,126		$	21,245

	Class B
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	11.96		$	11.48		$	10.81		$	10.00
Income From Investment Operations
Net investment income		0.21	(b)		0.12	(b)		0.22			0.04
Net realized and unrealized gain (loss) of investments		(3.57	)		0.38			1.02			0.81
Total from investment operations		(3.36	)		0.50			1.24			0.85
Less Distributions
Distributions from net investment income		(0.09	)		(0.00	)(h)		(0.23	)		(0.04	)
Distributions from net realized capital gains		(0.14	)		(0.02	)		(0.34	)		0.00
Total distributions		(0.23	)		(0.02	)		(0.57	)		(0.04	)
Net Asset Value, End of Period	$	8.37		$	11.96		$	11.48		$	10.81
Total Return (%)		(28.6	)		4.4			11.8			8.5	(c)
Ratio of operating expenses to average net assets (%) (d)		0.32			0.34			0.35			0.35	(e)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)(f)		N/A			N/A			0.36			0.54	(e)
Ratio of net investment income to average net assets (%) (g)		2.08			0.98			0.98			1.45	(e)
Portfolio turnover rate (%)		24			14			19			1	(e)
Net assets, end of period (000)	$	1,917,004		$	2,127,614		$	650,789		$	101,018

(a) Commencement of operations was May 2, 2005.

(b) Per share amount is based on average shares outstanding during the period.

(c) Periods less than one year are not computed on an annualized basis.

(d) The ratio of operating expenses to average net assets does not include expenses of investment companies in which the Portfolio invests.

(e) Computed on an annualized basis.

(f) See Note 4 of the Notes to Financial Statements.

(g) Recognition of net investment income by the Portfolio is affected by the timing of the declaration of dividends by the Underlying Portfolios in which it invests.

(h) Distributions for the period were less than $0.01.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The MetLife Moderate Allocation Portfolio (the “Asset Allocation Portfolio”) is a non-diversified series of the fund. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers, LLC (“MetLife Advisers”) or its affiliates (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although not all Asset Allocation Portfolios are available to all such separate accounts and Qualified Plans. The Asset Allocation Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Asset Allocation Portfolio are named Class A and Class B. The classes of the Asset Allocation Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Asset Allocation Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

The net asset value of the Asset Allocation Portfolio is calculated based on the net asset values of the Underlying Portfolios in which the Asset Allocation Portfolio invests. The Underlying Portfolios that are series of the Fund will use fair value pricing in the circumstances and manner described below. For more information about the use of fair value pricing by the Underlying Portfolios that are series of Met Investors Series Trust (“MIST”), please refer to the prospectus for such Underlying Portfolios.

The Underlying Portfolios that are series of the Fund are valued as follows:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that

MSF-11

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When an Underlying Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Underlying Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Underlying Portfolios expect to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Underlying Portfolios may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Underlying Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Underlying Portfolio values its securities. For example, foreign security values may be affected by activity that occurs after the close of foreign securities markets. To account for this, the Underlying Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”) or the subadviser of the Underlying Portfolio, as applicable.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Asset Allocation Portfolio had no capital loss carryforwards.

MSF-12

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$23,229,367	$	1,253,602	$	25,126,127	$	723,205	$	—	$	—	$	48,355,494	$	1,976,807

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$69,743,832	$	36,559,018	$	(848,218,940	)	$	—	$	(741,916,090	)

Dividends and Distributions to Shareholders:

The Asset Allocation Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of Underlying Portfolios by the Asset Allocation Portfolio were $1,208,909,444 and $547,415,139, respectively.

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$1,526,885	0.100%	Of the first $500 million
	0.075%	Of the next $500 million
	0.050%	On amounts in excess of $1 billion

In addition to the above Management Fee paid to MetLife Advisers, the Asset Allocation Portfolio indirectly pays MetLife Advisers an investment advisory fee through its investments in certain Underlying Portfolios.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Asset Allocation Portfolio’s Class B shares. Under the Distribution and Service Plan, the Class B shares of the Asset Allocation Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Asset Allocation Portfolio shares for promoting or selling and servicing the Class B shares of the Asset Allocation Portfolio. The fees under the Distribution and Service Plan for each class of the Asset Allocation Portfolio’s shares are calculated as a percentage of the Asset Allocation Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amounts paid by the Asset Allocation Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

MSF-13

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Expense Agreement:

Pursuant to an expense agreement relating to each class of the Asset Allocation Portfolio, MetLife Advisers has agreed, from May 1, 2008 to April 30, 2009, to waive a portion of its advisory fees or pay a portion of the other operating expenses (not including brokerage costs, interest, taxes, or extraordinary expenses) to the extent total operating expenses exceed stated annual expense limits (based on the Asset Allocation Portfolio’s then current fiscal year). For the Asset Allocation Portfolio, this subsidy, and similar subsidies in effect in earlier periods, are subject to the obligation of each class of the Asset Allocation Portfolio to repay MetLife Advisers in future years, if any, when a class’s expenses fall below the stated expense limit pertaining to that class that was in effect at the time of the subsidy in question. Such deferred expenses may be charged to a class in a subsequent year to the extent that the charge does not cause the total expenses in such subsequent year to exceed the class’ stated expense limit that was in effect at the time of the subsidy in question; provided, however, that no class of the Asset Allocation Portfolio is obligated to repay any expense paid by MetLife Advisers more than five years after the end of the fiscal year in which such expense was incurred.

The expense limits (annual rates as a percentage of each class of the Asset Allocation Portfolio’s net average daily net assets) in effect from May 1, 2008 to April 30, 2009 are 0.10% and 0.35% for Class A and B, respectively.

5. TRANSACTIONS IN SECURITIES OF AFFILIATED ISSUERS:

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising management or control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolio’s net assets. Transactions in the Underlying Portfolios during the year ended December 31, 2008 are as follows:

Underlying Portfolio (Class A)	Beginning Shares as of 12/30/2007	Shares Purchased during Period	Shares Sold during Period	Ending Shares as of 12/31/2008
MIST—BlackRock High Yield	2,744,823	1,000,496	445,207	3,300,112
MIST—BlackRock Large Cap Core	4,234,803	5,321,523	152,032	9,404,294
MIST—Clarion Global Real Estate	1,564,032	1,331,912	144,612	2,751,332
MIST—Dreman Small Cap Value	4,950,321	2,073,299	492,568	6,531,052
MIST—Harris Oakmark International	7,918,887	4,666,944	5,155,547	7,430,284
MIST—Lazard Mid-Cap	7,297,891	3,781,867	2,283,171	8,796,587
MIST—Legg Mason Value Equity	8,608,838	5,861,011	2,086,040	12,383,809
MIST—Lord Abbett Bond Debenture	3,614,492	1,162,217	611,442	4,165,267
MIST—Met/AIM Small Cap Growth	3,067,174	1,981,941	163,756	4,885,359
MIST—MFS Research International	0	9,552,135	406,895	9,145,240
MIST—PIMCO Inflation Protected	2,098,809	604,376	650,012	2,053,173
MIST—PIMCO Total Return	39,502,717	12,719,945	14,620,908	37,601,754
MSF—BlackRock Large Cap Value	8,612,871	6,174,012	240,977	14,545,906
MSF—Davis Venture Value	4,443,725	2,153,552	142,833	6,454,444
MSF—FI Mid Cap Opportunities	2,133,360	2,084,135	136,294	4,081,201
MSF—Julius Baer International Stock	7,096,552	4,611,398	885,963	10,821,987
MSF—Jennison Growth	5,195,685	5,292,968	168,005	10,320,648
MSF—Met/Dimensional International Small Company	0	3,973,448	15,765	3,957,683
MSF – MetLife Stock Index	2,509,050	2,190,592	75,889	4,623,753
MSF – MFS Value	0	4,589,662	70,459	4,519,203
MSF—Neuberger Berman Mid Cap Value	6,685,247	2,980,499	4,031,953	5,633,793
MSF—Russell 2000 Index	3,208,555	1,793,695	308,107	4,694,143
MSF—T. Rowe Price Large Cap Growth	7,088,764	3,851,343	2,056,833	8,883,274
MSF—Van Eck Global Natural Resources	0	1,989,421	8,061	1,981,360
MSF—Western Asset Mgmt. Strategic Bond Opportunities	21,513,247	6,023,523	7,865,007	19,671,763
MSF—Western Asset Mgmt. U.S. Government	3,665,866	1,139,409	1,479,097	3,326,178

MSF-14

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Underlying Portfolio (Class A)	Realized Gain/(Loss)       during Period			Capital Gains Distributions during Period		Dividend Income During Period		Ending Value as of 12/31/2008
MIST—BlackRock High Yield	$	(638,460	)	$	0	$	1,749,290	$	19,173,650
MIST—BlackRock Large Cap Core		(536,779	)		2,021,201		309,416		62,726,640
MIST—Clarion Global Real Estate		(440,435	)		2,136,017		440,902		20,359,859
MIST—Dreman Small Cap Value		(335,445	)		2,071,561		551,471		64,004,305
MIST—Harris Oakmark International		(30,069,319	)		21,581,676		2,520,757		63,677,533
MIST—Lazard Mid-Cap		(5,727,880	)		6,650,085		1,091,561		60,960,345
MIST—Legg Mason Value Equity		(3,653,417	)		3,424,158		251,207		56,841,683
MIST—Lord Abbett Bond Debenture		(927,528	)		710,250		2,047,764		40,569,700
MIST—Met/AIM Small Cap Growth		(573,316	)		4,022,065		0		40,841,598
MIST—MFS Research International		(1,989,610	)		0		0		67,766,229
MIST—PIMCO Inflation Protected		134,910			48,913		926,386		20,182,695
MIST—PIMCO Total Return		(3,737,067	)		12,109,593		19,904,325		436,180,352
MSF—BlackRock Large Cap Value		(1,063,592	)		1,855,787		956,890		125,967,547
MSF—Davis Venture Value		(306,007	)		859,743		2,065,359		140,255,075
MSF—FI Mid Cap Opportunities		(436,079	)		0		179,289		38,444,916
MSF—Julius Baer International Stock		(3,970,550	)		13,092,019		3,397,991		84,411,498
MSF—Jennison Growth		(538,638	)		5,780,709		1,676,346		80,604,265
MSF—Met/Dimensional International Small Company		(7,604	)		0		0		40,210,058
MSF – MetLife Stock Index		(488,267	)		3,685,274		1,718,287		101,768,813
MSF – MFS Value		(225,475	)		0		0		41,893,015
MSF—Neuberger Berman Mid Cap Value		(3,457,234	)		1,580,612		1,100,520		61,971,725
MSF—Russell 2000 Index		(1,036,724	)		2,250,190		573,578		41,730,932
MSF—T. Rowe Price Large Cap Growth		1,031,056			6,278,755		656,602		80,393,625
MSF—Van Eck Global Natural Resources		(5,588	)		0		0		19,239,009
MSF—Western Asset Mgmt. Strategic Bond Opportunities		(8,156,568	)		1,657,253		11,232,494		203,209,308
MSF—Western Asset Mgmt. U.S. Government		(744,230	)		0		2,053,810		39,648,042

MSF-15

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the MetLife Moderate Allocation Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from May 2, 2005 (commencement of operations ) through December 31, 2005. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MetLife Moderate Allocation Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from May 2, 2005 (commencement of operations) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2009

MSF-16

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-18

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-19

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-20

Metropolitan Series Fund, Inc.

MetLife Moderate Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-21

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-22

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. MetLife Moderate to Aggressive Allocation Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the MetLife Moderate to Aggressive Allocation Portfolio returned -35.0% compared to the -37.3% return of the Wilshire 5000 Stock Index¹ and the 2.4% return of the Barclays Capital U.S. Universal Bond Index². Considering that no single index or benchmark can accurately capture the multiple asset class design of the Portfolio, we have created a blended benchmark comprised of several indices for use in portfolio design and evaluation purposes. Specifically, the blended benchmark for the MetLife Moderate to Aggressive Allocation Portfolio currently consists of a 4% allocation to the Barclays Capital 1 to 3 Year Government Bond Index³, a 16% allocation to the Barclays Capital U.S. Universal Bond Index, a 60% allocation to the Wilshire 5000 Stock Index, and a 20% allocation to the Morgan Stanley Capital International EAFE Index⁴. During the twelve-month period ended December 31, 2008, the blended benchmark returned -31.7%.

ECONOMIC AND MARKET REVIEW

The first half of 2008 was highlighted by growing concerns about the economy due to the emerging credit crisis, rising unemployment, falling consumer confidence, a struggling housing sector, and skyrocketing food and energy prices. The forced sale of Bear Stearns in March to JP Morgan at first appeared to be an isolated event, but would prove to be a harbinger of things to come. The Federal Reserve was aggressive early in the year to revive the economy when they cut their target rate several times to bring it down from 4.25% to 2.00% by early May. They held rates steady in subsequent meetings through the summer as they tried to balance the danger of the economy falling into a recession against their desire to control growing inflation pressures.

However, the evidence of a weakening economy (especially falling real estate prices and the impact of the sub-prime mortgage crisis) gained momentum during the summer, climaxing in the extraordinary events of September and October that saw the government’s provision of credit assistance to Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers, and the failure of Washington Mutual. The U.S. government and governments around the world took massive fiscal and monetary actions to stabilize the capital markets, restore liquidity to the clogged credit pipeline, and to stimulate the economy. These efforts continue as we move into 2009. Although we now know that the recession began a year ago in December 2007, the recession intensified during the last months of 2008: unemployment rose sharply as companies made massive layoffs, housing prices and sales continued to fall, retail sales fell, and, in a bit of good news / bad news, oil prices fell nearly $100 per barrel in response in expectation of lower global demand. The incoming administration of Barack Obama faces what most pundits call the largest economic crisis since the Great Depression.

During the first half of 2008, bond returns fluctuated as investors’ concerns changed from a weakening economy to inflation pressures fueled by soaring energy prices. Bonds eked out modestly positive total return of 1.1% for the January to June period as measured by the Barclays Capital U.S. Aggregate Bond Index⁵. During the second half of the year, the weak economy drove yields down and credit spreads wider as investors sought refuge in the safety of treasury securities. This resulted in mixed returns for bonds. Treasury bonds returned over 13% for the full year, while investment grade corporate bonds were down nearly 5%. High yield bonds were down over 26% for the year with most of the decline occurring in the second half of the year. While most credit based bonds recovered somewhat in December, it was not enough to reverse the earlier losses.

U.S. common stocks suffered their worst calendar year decline in over seventy years during 2008 as measured by the -37.0% return of the Standard & Poor’s 500 Index⁶. Growing expectations for a deep and long recession and a sharp drop in corporate earnings drove stock prices lower. The total collapse of several high profile financial firms pulled the indices down further. While there was very little difference in the return by style within large cap stocks, growth fell more than value at the mid cap and small cap segments. There was little difference in return by capitalization. By sector, Financials and Materials were down the most, while Consumer Staples held up better on a relative basis. Energy, which was up nearly 9% in the first half of the year, fell 40% in the second half to finish the year down almost 35%. Foreign stocks were also down sharply for the year, falling over 43% as measured by the MSCI EAFE Index. Emerging markets were down 53.3% as measured by the MSCI Emerging Markets Index⁷.

PORTFOLIO REVIEW

The MetLife Moderate to Aggressive Allocation Portfolio is a “fund of funds” consisting of other portfolios of the Met Investors Series Trust and the Metropolitan Series Fund with a broad allocation goal of 80% in equities and 20% in fixed income. The most significant change in strategy during the first half of 2008 was an increase in the asset class goal for foreign stocks from 20% of total equities to 25% of total equities. For this Portfolio, this resulted in a change in the goal for foreign stocks from 16% to 20%. There were also several small adjustments to the underlying portfolio targets that were part of the annual review and restructuring. We initiated positions in two new portfolios during the fourth quarter to add further diversification: a 2% position in the Met/Dimensional International Small Company Portfolio and a 2% position in the Van Eck Global Natural Resources Portfolio.

The Portfolio was structured to be diversified across a wide variety of asset classes to add value over the long term. However, for most of 2008, investors shunned risk and rewarded only what they perceived to be the safest investments.

The Portfolio’s fixed income portfolios had a negative impact on relative performance as the Portfolio’s underlying bond portfolios held higher positions in credit based bonds (and less in Treasury securities) than is held in the broad bond indices. In particular, the

MSF-2

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

Lord Abbett Bond Debenture Portfolio and the Western Asset Management Strategic Bond Opportunities Portfolio were down sharply relative to the broad index because of their high yield bond and other credit exposure. Overall high yield exposure was about 2% of the portfolio, which was in line with our target of 2%. WAM Strategic was also adversely impacted by its significant exposure to Non-Agency Mortgage Backed Securities, which were down sharply in response to the credit crisis.

Within the equity sector, a cumulative overweight in the Financials and Materials sectors and an underweight to the Consumer Staples sector detracted from relative performance during the full year. Certain Portfolios led a positive impact on relative performance. Dreman Small Cap Value Portfolio, although down over 25% for the year, held up due to an overweight in the Consumer Staples sector and good overall stock selection, especially in the Health Care sector. BlackRock Large Cap Value Portfolio added to relative performance mostly due to stock selection in the Financials sector by avoiding many of the high profile blowups. MFS Value Portfolio also outperformed for the year, where an underweight in the generally struggling Information Technology sector and good stock selection helped performance. They avoided poorer performing stocks such as Apple, Google, and Mircosoft and owned better performing alternatives such as Accenture, Oracle, and IBM.

The Legg Mason Value Equity Portfolio was hurt in the first half of the year by its lack of exposure to the strong energy sector, but it continued to struggle in the second half even though the portfolio managers’ concerns about the sustainability of the high energy prices proved to be correct. The portfolio was also hurt by its exposure to several of the high profile financial stocks. Neuberger Berman Mid Cap Value Portfolio, one of the strongest performing portfolios in the first half of the year due to its energy exposure, struggled in the second half of the year for the same reason. It also was hurt by its exposure to Bear Stearns and poor overall stock selection in the Industrial sector. For example Chicago Bridge & Iron, Terex Corp., and McDermott International were all large positions that each fell over 70% for the year. FI Mid Cap Opportunities Portfolio was also hurt by its energy exposure in the second half and by overall poor stock selection, especially in the Financials (holding Brazilian brokerage firm BM&F Bovespa) and Industrials (holding engineering firm Flowserve) sectors.

Despite the recent poor performance of the Portfolio, we will continue to take a long term view to provide a well diversified portfolio to meet long term objectives.

* The views expressed above are those of the advisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Wilshire 5000 Equity Index measures the performance of all U.S. headquartered equity securities with readily available price data.

² The Barclays Capital U.S. Universal Bond Index (formerly, Lehman Brothers U.S. Universal Bond Index) represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index, the non-EIRSA portion of the Commercial Mortgage Backed Securities Index and the Commercial Mortgage Backed Securities High Yield Index. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

³ The Barclays Capital 1 to 3 Year Government Bond Index (formerly, Lehman Brothers 1 to 3 Year Government Bond Index) includes most obligations of the U.S Treasury, agencies and quasi-federal corporations having maturities between one to three years. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

⁴ The Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”) is an unmanaged free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada.

⁵ Barclays Capital U.S. Aggregate Bond Index (formerly, Lehman Brothers U.S. Aggregate Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

⁶ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

⁷ The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of January 2009 the MSCI Emerging Markets Index consisted of the following 23 emerging market country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

MSF-3

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

A $10,000 INVESTMENT COMPARED TO

THE WILSHIRE 5000 STOCK INDEX AND THE BARCLAYS CAPITAL U.S. UNIVERSAL BOND INDEX

Average Annual Returns as of December 31, 2008

	MetLife Moderate to Aggressive Allocation Portfolio				Wilshire 5000 Stock Index		Barclays Capital U.S. Universal Bond Index
	Class A		Class B
1 Year	-35.0	%	-35.1	%	-37.3	%	2.4	%
Since Inception	-4.0		-4.3		-4.2		4.3

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception date of the Class A and Class B shares is 5/2/05. Index since inception return is based on the Portfolio’s inception date.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Met Investors Series Trust—PIMCO Total Return Portfolio, (Class A)	12.1%
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	9.8%
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	7.2%
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	5.9%
Met Investors Series Trust—MFS Research International Portfolio, (Class A)	5.4%
Met Investors Series Trust—BlackRock Large Cap Core Portfolio, (Class A)	5.1%
Metropolitan Series Fund, Inc.—MetLife Stock Index Portfolio, (Class A)	5.0%
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	4.9%
Met Investors Series Trust—Legg Mason Value Equity Portfolio, (Class A)	4.6%
Metropolitan Series Fund, Inc.—Julius Baer International Stock Portfolio, (Class A)	4.2%

MSF-4

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
MetLife Moderate to Aggressive Allocation—Class A(a)(b)	Actual	0.78	%	$	1,000.00	$	720.80	$	3.37
	Hypothetical	0.78	%	$	1,000.00	$	1,021.17	$	3.96
MetLife Moderate to Aggressive Allocation—Class B(a)(b)	Actual	1.03	%	$	1,000.00	$	720.04	$	4.45
	Hypothetical	1.03	%	$	1,000.00	$	1,019.90	$	5.23

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects an expense agreement between MetLife Advisers, LLC and the Portfolio as described under Expense Agreement in Note 4 to the Financial Statements.

^(b) The annualized expense ratio reflects the expenses of both the Portfolio and the underlying Portfolios in which it invests.

MSF-5

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Schedule of Investments as of December 31, 2008

Mutual Funds—100.0%

Security Description	Shares	Value*
Affiliated Investment Companies—100.0%
Met Investors Series Trust—BlackRock Large Cap Core Portfolio, (Class A)	14,557,433	$	97,098,078
Met Investors Series Trust—Clarion Global Real Estate Portfolio, (Class A)	5,108,397		37,802,138
Met Investors Series Trust—Dreman Small Cap Value Portfolio, (Class A)	6,064,886		59,435,886
Met Investors Series Trust—Harris Oakmark International Portfolio, (Class A)	9,158,579		78,489,018
Met Investors Series Trust—Lazard Mid-Cap Portfolio, (Class A)	8,169,972		56,617,906
Met Investors Series Trust—Legg Mason Value Equity Portfolio, (Class A)	19,157,091		87,931,047
Met Investors Series Trust—Lord Abbett Bond Debenture Portfolio, (Class A)	1,926,371		18,762,858
Met Investors Series Trust—Met/AIM Small Cap Growth Portfolio, (Class A)	6,804,452		56,885,217
Met Investors Series Trust—MFS Research International Portfolio, (Class A)	14,024,532		103,921,783
Met Investors Series Trust—PIMCO Total Return Portfolio, (Class A)	19,850,891		230,270,331
Metropolitan Series Fund, Inc.—BlackRock Large Cap Value Portfolio, (Class A)	15,746,852		136,367,734
Metropolitan Series Fund, Inc.—Davis Venture Value Portfolio, (Class A)	8,562,912		186,072,084
Metropolitan Series Fund, Inc.—FI Mid Cap Opportunities Portfolio, (Class A)	5,694,094		53,638,363
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	11,982,498		93,583,312
Metropolitan Series Fund, Inc.—Julius Baer International Stock Portfolio, (Class A)	10,195,661		79,526,153
Metropolitan Series Fund, Inc.—Met/Dimensional International Small Co. Portfolio, (Class A)	3,657,900		37,164,261
Metropolitan Series Fund, Inc.—MetLife Stock Index Portfolio, (Class A)	4,294,962		94,532,116
Metropolitan Series Fund, Inc.—MFS Value Portfolio, (Class A)	8,393,760		77,810,159
Metropolitan Series Fund, Inc.—Neuberger Berman Mid Cap Value Portfolio, (Class A)	5,233,768		57,571,446
Metropolitan Series Fund, Inc.—Russell 2000 Index Portfolio, (Class A)	4,360,666		38,766,322
Metropolitan Series Fund, Inc.—T. Rowe Price Large Cap Growth Portfolio, (Class A)	12,374,517		111,989,375
Metropolitan Series Fund, Inc.—Van Eck Global Natural Resources Portfolio, (Class A)	3,662,925		35,566,999
Metropolitan Series Fund, Inc.—Western Asset Mgt. Strategic Bond Opportunities Portfolio, (Class A)	7,271,308		75,112,616
Total Mutual Funds (Identified Cost $2,897,087,942)			1,904,915,202

Security Description	Shares	Value*
Total Investments—100.0% (Identified Cost $2,897,087,942) (a)			1,904,915,202
Liabilities in excess of other assets			(490,759	)
Total Net Assets—100%		$	1,904,424,443

(a) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $2,938,491,816 and the composition of unrealized appreciation and depreciation of investment securities was $639,027 and $(1,034,215,641), respectively.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	1,904,915,202	$	0
Level 2 - Other Significant Observable Inputs		0		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	1,904,915,202	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a)			$	1,904,915,202
Receivable for:
Fund shares sold				2,069,860
Total Assets				1,906,985,062
Liabilities
Payable for:
Securities purchased	$	1,659,502
Fund shares redeemed		410,358
Accrued expenses:
Management fees		108,225
Service and distribution fees		356,010
Other expenses		26,524
Total Liabilities				2,560,619
Net Assets			$	1,904,424,443
Net assets consists of:
Capital paid in			$	2,852,017,891
Undistributed net investment income				55,726,368
Accumulated net realized gains				(11,147,076	)
Unrealized depreciation on investments				(992,172,740	)
Net Assets			$	1,904,424,443
Computation of offering price:
Class A
Net asset value and redemption price per share ($131,604,173 divided by 16,659,766 shares outstanding)			$	7.90
Class B
Net asset value and redemption price per share ($1,772,820,270 divided by 225,205,211 shares outstanding)			$	7.87
(a) Identified cost of investments			$	2,897,087,942

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends from Underlying Portfolios				$	41,578,464
Expenses
Management fees	$	1,514,726
Service and distribution fees—Class B		5,319,868
Directors’ fees and expenses		627
Custodian		29,124
Audit and tax services		16,423
Legal		40,343
Miscellaneous		7,806
Total expenses					6,928,917
Net Investment Income					34,649,547
Realized and Unrealized Gain (Loss)
Realized gain (loss) on:
Investments—net		(101,757,739	)
Capital gains distributions from Underlying Portfolios		112,451,424			10,693,685
Change in unrealized depreciation on:
Investments—net					(1,003,599,617	)
Net loss					(992,905,932	)
Net Decrease in Net Assets From Operations				$	(958,256,385	)

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	34,649,547		$	8,195,167
Net realized gain		10,693,685			43,067,482
Change in unrealized depreciation		(1,003,599,617	)		(28,789,722	)
Increase (decrease) in net assets from operations		(958,256,385	)		22,472,927
From Distributions to Shareholders
Net investment income
Class A		(1,296,462	)		(253,328	)
Class B		(12,759,068	)		(312,864	)
		(14,055,530	)		(566,192	)
Net realized gain
Class A		(2,401,866	)		(144,759	)
Class B		(35,087,438	)		(1,251,456	)
		(37,489,304	)		(1,396,215	)
Total distributions		(51,544,834	)		(1,962,407	)
Increase in net assets from capital share transactions		542,314,998			1,631,789,973
Net increase (decrease) in net assets		(467,486,221	)		1,652,300,493
Net Assets
Beginning of the period		2,371,910,664			719,610,171
End of the period	$	1,904,424,443		$	2,371,910,664
Undistributed Net Investment Income
End of the period	$	55,726,368		$	13,891,653

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	7,549,900		$	77,286,058		8,175,240		$	102,020,544
Reinvestments	318,273			3,698,328		31,644			398,087
Redemptions	(3,710,386	)		(36,665,404	)	(2,444,633	)		(30,451,289	)
Net increase	4,157,787		$	44,318,982		5,762,251		$	71,967,342
Class B
Sales	62,262,399		$	656,017,314		135,533,113		$	1,684,958,265
Reinvestments	4,124,699			47,846,506		124,547			1,564,320
Redemptions	(20,147,452	)		(205,867,804	)	(10,185,495	)		(126,699,954	)
Net increase	46,239,646		$	497,996,016		125,472,165		$	1,559,822,631
Increase derived from capital share transactions			$	542,314,998				$	1,631,789,973

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	12.43		$	11.98		$	11.05		$	10.00
Income From Investment Operations
Net investment income		0.17	(b)		0.12	(b)		0.17			0.04
Net realized and unrealized gain (loss) of investments		(4.43	)		0.38			1.39			1.05
Total from investment operations		(4.26	)		0.50			1.56			1.09
Less Distributions
Distributions from net investment income		(0.09	)		(0.03	)		(0.18	)		(0.04	)
Distributions from net realized capital gains		(0.18	)		(0.02	)		(0.45	)		0.00
Total distributions		(0.27	)		(0.05	)		(0.63	)		(0.04	)
Net Asset Value, End of Period	$	7.90		$	12.43		$	11.98		$	11.05
Total Return (%)		(35.0	)		4.1			14.6			10.9	(c)
Ratio of operating expenses to average net assets (%) (d)		0.07			0.09			0.10			0.10	(e)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)(f)		N/A			N/A			0.11			0.34	(e)
Ratio of net investment income to average net assets (%) (g)		1.69			0.95			1.07			1.34	(e)
Portfolio turnover rate (%)		26			14			23			2	(e)
Net assets, end of period (000)	$	131,604		$	155,393		$	80,728		$	13,388

	Class B
	Year ended December 31,
	2008			2007			2006			2005(a)
Net Asset Value, Beginning of Period	$	12.39		$	11.94		$	11.04		$	10.00
Income From Investment Operations
Net investment income		0.15	(b)		0.07	(b)		0.16			0.04
Net realized and unrealized gain (loss) of investments		(4.43	)		0.40			1.36			1.05
Total from investment operations		(4.28	)		0.47			1.52			1.08
Less Distributions
Distributions from net investment income		(0.06	)		(0.00	) (h)		(0.17	)		(0.04	)
Distributions from net realized capital gains		(0.18	)		(0.02	)		(0.45	)		0.00
Total distributions		(0.24	)		(0.02	)		(0.62	)		(0.04	)
Net Asset Value, End of Period	$	7.87		$	12.39		$	11.94		$	11.04
Total Return (%)		(35.1	)		3.9			14.2			10.8	(c)
Ratio of operating expenses to average net assets (%) (d)		0.32			0.34			0.35			0.35	(e)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)(f)		N/A			N/A			0.36			0.59	(e)
Ratio of net investment income to average net assets (%) (g)		1.51			0.56			0.54			1.33	(e)
Portfolio turnover rate (%)		26			14			23			2	(e)
Net assets, end of period (000)	$	1,772,820		$	2,216,517		$	638,882		$	74,899

(a) Commencement of operations was May 2, 2005.

(b) Per share amount is based on average shares outstanding during the period.

(c) Periods less than one year are not computed on an annualized basis.

(d) The ratio of operating expenses to average net assets does not include expenses of investment companies in which the Portfolio invests.

(e) Computed on an annualized basis.

(f) See Note 4 of the Notes to Financial Statements.

(g) Recognition of net investment income by the Portfolio is affected by the timing of the declaration of dividends by the Underlying Portfolios in which it invests.

(h) Distributions for the period were less than $0.01.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The MetLife Moderate to Aggressive Allocation Portfolio (the “Asset Allocation Portfolio”) is a non-diversified series of the fund. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers, LLC (“MetLife Advisers”) or its affiliates (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although not all Portfolios are available to all such separate accounts and Qualified Plans. The Asset Allocation Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Asset Allocation Portfolio are named Class A and Class B. The classes of the Asset Allocation Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Asset Allocation Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Asset Allocation Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

The net asset value of the Asset Allocation Portfolio is calculated based on the net asset values of the Underlying Portfolios in which the Asset Allocation Portfolio invests. The Underlying Portfolios that are series of the Fund will use fair value pricing in the circumstances and manner described below. For more information about the use of fair value pricing by the Underlying Portfolios that are series of Met Investors Series Trust (“MIST”), please refer to the prospectus for such Underlying Portfolios.

The Underlying Portfolios that are series of the Fund are valued as follows:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that

MSF-11

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When an Underlying Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Underlying Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Underlying Portfolios expect to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Underlying Portfolios may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Underlying Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Underlying Portfolio values its securities. For example, foreign security values may be affected by activity that occurs after the close of foreign securities markets. To account for this, the Underlying Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”) or the subadviser of the Underlying Portfolio, as applicable.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Asset Allocation Portfolio had no capital loss carryforwards.

MSF-12

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$21,084,774	$	1,962,407	$	30,460,060	$	—	$	—	$	—	$	51,544,834	$	1,962,407

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$55,726,368	$	30,256,798	$	(1,033,576,614	)	$	—	$	(947,593,448	)

Dividends and Distributions to Shareholders:

The Asset Allocation Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of Underlying Portfolios by the Asset Allocation Portfolio were $1,245,485,578 and $607,835,256, respectively.

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$1,514,726	0.100%	Of the first $500 million
	0.075%	Of the next $500 million
	0.050%	On amounts in excess of $1 billion

In addition to the above Management Fee paid to MetLife Advisers, the Asset Allocation Portfolio indirectly pays MetLife Advisers an investment advisory fee through its investments in certain Underlying Portfolios.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Asset Allocation Portfolio’s Class B shares. Under the Distribution and Service Plan, the Class B shares of the Asset Allocation Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B shares of the Asset Allocation Portfolio. The fees under the Distribution and Service Plan for each class of the Asset Allocation Portfolio’s shares are calculated as percentage of the Asset Allocation Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amounts paid by the Asset Allocation Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

MSF-13

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Expense Agreement:

Pursuant to an expense agreement relating to each class of the Asset Allocation Portfolio, MetLife Advisers has agreed, from May 1, 2008 to April 30, 2009, to waive a portion of its advisory fees or pay a portion of the other operating expenses (not including brokerage costs, interest, taxes, or extraordinary expenses) to the extent total operating expenses exceed stated annual expense limits (based on the Asset Allocation Portfolio’s then current fiscal year). For the Asset Allocation Portfolio, this subsidy, and similar subsidies in effect in earlier periods, are subject to the obligation of each class of the Asset Allocation Portfolio to repay MetLife Advisers in future years, if any, when a class’s expenses fall below the stated expense limit pertaining to that class that was in effect at the time of the subsidy in question. Such deferred expenses may be charged to a class in a subsequent year to the extent that the charge does not cause the total expenses in such subsequent year to exceed the class’ stated expense limit that was in effect at the time of the subsidy in question; provided, however, that no class of the Asset Allocation Portfolio is obligated to repay any expense paid by MetLife Advisers more than five years after the end of the fiscal year in which such expense was incurred.

The expense limits (annual rates as a percentage of each class of the Asset Allocation Portfolio’s net average daily net assets) in effect from May 1, 2008 to April 30, 2009 are 0.10% and 0.35% for Class A and B, respectively.

5. TRANSACTIONS IN SECURITIES OF AFFILIATED ISSUERS:

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising management or control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolio’s net assets. Transactions in the Underlying Portfolios during the year ended December 31, 2008 are as follows:

Underlying Portfolio (Class A)	Beginning Shares as of 12/31/2007	Shares Purchased during Period	Shares Sold during Period	Ending Shares as of 12/31/2008
MIST—BlackRock Large Cap Core	8,731,788	6,080,393	254,748	14,557,433
MIST—Clarion Global Real Estate	3,226,467	2,156,810	274,880	5,108,397
MIST—Dreman Small Cap Value	6,807,033	1,863,973	2,606,120	6,064,886
MIST—Harris Oakmark International	9,526,664	5,229,572	5,597,657	9,158,579
MIST—Lazard Mid-Cap	9,408,702	3,490,227	4,728,957	8,169,972
MIST—Legg Mason Value Equity	13,315,850	7,531,225	1,689,984	19,157,091
MIST—Lord Abbett Bond Debenture	1,863,824	560,756	498,209	1,926,371
MIST—Met/AIM Small Cap Growth	4,744,382	2,412,758	352,688	6,804,452
MIST—MFS Research International	0	14,269,001	244,469	14,024,532
MIST—PIMCO Total Return	25,217,908	7,084,890	12,451,907	19,850,891
MSF—BlackRock Large Cap Value	10,656,161	5,397,177	306,486	15,746,852
MSF—Davis Venture Value	6,545,574	2,254,104	236,766	8,562,912
MSF—FI Mid Cap Opportunities	3,300,219	2,659,032	265,157	5,694,094
MSF—Jennison Growth	7,141,902	5,239,563	398,967	11,982,498
MSF—Julius Baer International Stock	10,245,374	5,525,487	5,575,200	10,195,661
MSF—Met/Dimensional International Small Company	0	3,660,512	2,612	3,657,900
MSF—MetLife Stock Index	2,586,957	1,781,795	73,790	4,294,962
MSF—MFS Value	0	8,696,654	302,894	8,393,760
MSF—Neuberger Berman Mid Cap Value	8,041,241	2,680,730	5,488,203	5,233,768
MSF—Russell 2000 Index	3,308,763	1,431,214	379,311	4,360,666
MSF—T. Rowe Price Large Cap Growth	10,232,141	4,524,099	2,381,723	12,374,517
MSF—Van Eck Global Natural Resources	0	3,665,616	2,691	3,662,925
MSF—Western Asset Mgmt. Strategic Bond Opportunities	9,244,507	2,394,573	4,367,772	7,271,308

MSF-14

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Underlying Portfolio (Class A)	Realized Gain/(Loss) during Period			Capital Gains Distributions during Period		Dividend Income during Period		Ending Value as of 12/31/2008
MIST—BlackRock Large Cap Core	$	(847,785	)	$	4,119,618	$	630,653	$	97,098,078
MIST—Clarion Global Real Estate		(803,480	)		4,354,081		898,739		37,802,138
MIST—Dreman Small Cap Value		15,782			2,814,917		749,359		59,435,886
MIST—Harris Oakmark International		(35,052,371	)		25,661,224		2,997,254		78,489,018
MIST—Lazard Mid-Cap		(13,066,180	)		8,472,022		1,390,618		56,617,906
MIST—Legg Mason Value Equity		(3,477,056	)		5,234,871		384,047		87,931,047
MIST—Lord Abbett Bond Debenture		(797,659	)		361,899		1,043,414		18,762,858
MIST—Met/AIM Small Cap Growth		(1,070,659	)		6,148,739		0		56,885,217
MIST—MFS Research International		(958,441	)		0		0		103,921,783
MIST—PIMCO Total Return		(2,618,244	)		7,639,447		12,556,820		230,270,331
MSF—BlackRock Large Cap Value		(1,244,098	)		2,269,518		1,170,220		136,367,734
MSF—Davis Venture Value		(158,483	)		1,251,715		3,006,992		186,072,084
MSF—FI Mid Cap Opportunities		(687,672	)		0		274,077		53,638,363
MSF—Jennison Growth		(877,201	)		7,854,753		2,277,797		93,583,312
MSF—Julius Baer International Stock		(29,060,667	)		18,678,547		4,847,958		79,526,153
MSF—Met/Dimensional International Small Company		(858	)		0		0		37,164,261
MSF—MetLife Stock Index		(602,687	)		3,755,739		1,751,142		94,532,116
MSF—MFS Value		(1,046,866	)		0		0		77,810,159
MSF—Neuberger Berman Mid Cap Value		(4,620,576	)		1,879,333		1,308,507		57,571,446
MSF—Russell 2000 Index		(1,115,778	)		2,293,280		584,561		38,766,322
MSF—T. Rowe Price Large Cap Growth		1,124,491			8,958,021		936,786		111,989,375
MSF—Van Eck Global Natural Resources		(1,657	)		0		0		35,566,999
MSF—Western Asset Mgmt. Strategic Bond Opportunities		(4,789,555	)		703,700		4,769,520		75,112,616

MSF-15

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the MetLife Moderate to Aggressive Allocation Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from May 2, 2005 (commencement of operations) through December 31, 2005. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MetLife Moderate to Aggressive Allocation Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from May 2, 2005 (commencement of operations) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2009

MSF-16

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-18

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-19

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-20

Metropolitan Series Fund, Inc.

MetLife Moderate to Aggressive Allocation Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-21

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-22

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  Metropolitan Series Fund, Inc. MetLife Stock Index Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Managed by MetLife Investment Advisors Company, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the MetLife Stock Index Portfolio returned -37.1%, compared to its benchmark, the Standard & Poor’s 500 Index¹, which returned -37.0%. The average return of its peer group, the Lipper Variable Insurance Products S&P 500 Index Funds Universe², was -37.2% over the same period.

PORTFOLIO REVIEW

The S&P 500 Index had its first negative annual return in six years. During the first half of 2008, the S&P 500 Index returned -11.9%, primarily due to continued weakness in the economy, deteriorating financial market conditions and further credit tightening. The subprime mortgage crisis continued to weaken the housing market, and the ensuing liquidity crisis resulted in one of the worst financial crises in recent history. A few of the consequences included the collapse of Bear Stearns, the bankruptcy of Lehman Brothers, the sale of Merrill Lynch to Bank of America, and the government’s provision of credit assistance to Fannie Mae and Freddie Mac. Other major financial institutions that required rescues included AIG, Washington Mutual and Wachovia.

During the second half of 2008, the S&P 500 Index returned -28.5%, primarily due to concerns that the financial crisis continued to exacerbate. In an effort to support the functioning of the financial markets, a $700 billion financial-rescue plan, also known as the Troubled Asset Relief Program (TARP), was initiated which included bailout loans and the purchasing of large quantities of agency debt and mortgage-backed securities by the Treasury Department. In addition, during the year, the Federal Open Market

Committee (FOMC) lowered the Fed Funds Rate seven times from 4.25% to a target range of zero to 0.25%.

During the year, the price of oil rose from approximately $96 to a high of $145 per barrel in July, before plummeting to $45 per barrel by the end of the year, down approximately 54% from prior year-end. Oil prices fell from its highs due to decreased global oil demand and reduced investment speculation on oil futures by large financial institutions and hedge funds. Some of the factors driving the equity markets included geopolitical concerns, energy prices, Federal Reserve interest rate policy, corporate earnings, and unemployment rates.

All ten sectors comprising the S&P 500 Index experienced negative returns for the year. Consumer Staples, the best relative performing sector, which had a beginning-of-year weight of 10.2%, was down 15.6%. The next best relative performing sectors were Health Care (12.0% beginning weight), down 22.8%; and Utilities (3.6% beginning weight), down 29.0%. The Financials sector (17.6% beginning weight) was the worst-performing sector, down 55.3%, providing the largest negative impact to the benchmark’s one-year return. The next worst-performing sectors were Materials (3.3% beginning weight), down 45.7%; Information Technology (16.8% beginning weight), down 43.1%; and Industrials (11.5% beginning weight), down 39.9%.

The stocks with the largest positive impact on the benchmark return for the year were Anheuser-Busch Companies, up 34.3%; Amgen, up 24.4%; and Wal-Mart Stores, up 20.0%. The stocks with the largest negative impact were American International Group, down 97.3%; General Electric, down 54.0%; and Microsoft, down 44.4%. There were 37 additions and 37 deletions to the benchmark in 2008.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

A $10,000 INVESTMENT COMPARED TO THE S&P 500 INDEX

Average Annual Returns as of December 31, 2008

	MetLife Stock Index Portfolio						S&P 500 Index
	Class A		Class B		Class E
1 Year	-37.1	%	-37.3	%	-37.2	%	-37.0	%
5 Year	-2.4		-2.7		-2.6		-2.2
10 Year	-1.6		—		—		-1.4
Since Inception	7.3		-3.1		-2.9		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 5/1/90, 1/2/01 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Exxon Mobil Corp.	5.1%
Procter & Gamble Co.	2.3%
General Electric Co.	2.1%
AT&T, Inc.	2.1%
Johnson & Johnson	2.1%
Chevron Corp.	1.9%
Microsoft Corp.	1.8%
Wal-Mart Stores, Inc.	1.6%
Pfizer, Inc.	1.5%
JPMorgan Chase & Co.	1.5%

Top Sectors

	% of Equity Market Value
Information Technology	15.3	%
Health Care	14.8	%
Energy	13.3	%
Financials	13.3	%
Consumer Staples	12.9	%
Industrials	11.1	%
Consumer Discretionary	8.4	%
Utilities	4.2	%
Telecommunication Services	3.8	%
Materials	3.0	%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
MetLife Stock Index—Class A(a)	Actual	0.27	%	$	1,000.00	$	714.84	$	1.16
	Hypothetical	0.27	%	$	1,000.00	$	1,023.77	$	1.37
MetLife Stock Index—Class B(a)	Actual	0.52	%	$	1,000.00	$	714.10	$	2.24
	Hypothetical	0.52	%	$	1,000.00	$	1,022.49	$	2.64
MetLife Stock Index—Class E(a)	Actual	0.42	%	$	1,000.00	$	714.52	$	1.81
	Hypothetical	0.42	%	$	1,000.00	$	1,023.00	$	2.14

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—98.4% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—2.8%
Boeing Co.	333,043	$	14,210,945
General Dynamics Corp.	177,170		10,203,220
Goodrich Corp.	55,943		2,071,010
Honeywell International, Inc.	330,068		10,836,133
L-3 Communications Holdings, Inc.	54,262		4,003,450
Lockheed Martin Corp.	151,306		12,721,809
Northrop Grumman Corp.	148,582		6,692,133
Precision Castparts Corp.	63,361		3,768,712
Raytheon Co.	188,177		9,604,554
Rockwell Collins, Inc.	71,945		2,812,330
United Technologies Corp.	432,016		23,156,058
			100,080,354
Air Freight & Logistics—1.1%
C. H. Robinson Worldwide, Inc. (a)	76,896		4,231,587
Expeditors International of Washington, Inc. (a)	96,369		3,206,197
FedEx Corp.	141,447		9,073,825
United Parcel Service, Inc. (Class B) (a)	452,271		24,947,268
			41,458,877
Airlines—0.1%
Southwest Airlines Co.	336,174		2,897,820
Auto Components—0.2%
Johnson Controls, Inc.	270,030		4,903,745
The Goodyear Tire & Rubber Co. (b)	109,655		654,640
			5,558,385
Automobiles—0.1%
Ford Motor Co. (a) (b)	1,085,637		2,486,108
General Motors Corp. (a) (b)	277,430		887,776
Harley-Davidson, Inc. (a)	105,808		1,795,562
			5,169,446
Beverages—2.5%
Brown-Forman Corp. (Class B)	44,572		2,295,013
Coca-Cola Enterprises, Inc.	144,134		1,733,932
Constellation Brands, Inc. (b)	88,464		1,395,077
Dr. Pepper Snapple Group, Inc. (b)	115,289		1,873,446
Molson Coors Brewing Co.	67,640		3,308,949
Pepsi Bottling Group, Inc.	61,414		1,382,429
PepsiCo, Inc.	705,830		38,658,309
The Coca-Cola Co.	904,218		40,933,949
			91,581,104
Biotechnology—2.1%
Amgen, Inc. (b) (d)	481,509		27,807,145
Biogen Idec, Inc. (b)	132,590		6,315,261
Celgene Corp. (b)	208,228		11,510,844
Cephalon, Inc. (a) (b)	31,106		2,396,406
Genzyme Corp. (b)	122,940		8,159,528
Gilead Sciences, Inc. (b)	418,064		21,379,793
			77,568,977

Security Description	Shares	Value*
Building Products—0.1%
Masco Corp.	163,559	$	1,820,412
Capital Markets—2.3%
American Capital, Ltd. (a)	93,961		304,434
Ameriprise Financial, Inc.	98,434		2,299,418
E*TRADE Financial Corp. (a) (b)	255,746		294,108
Federated Investors, Inc. (Class B)	40,254		682,708
Franklin Resources, Inc.	68,741		4,384,301
Invesco, Ltd.	174,952		2,526,307
Janus Capital Group, Inc.	71,738		576,056
Legg Mason, Inc.	64,499		1,413,173
Merrill Lynch & Co., Inc.	727,665		8,470,021
Morgan Stanley	482,627		7,741,337
Northern Trust Corp.	101,360		5,284,910
State Street Corp.	196,305		7,720,676
T. Rowe Price Group, Inc.	117,430		4,161,719
The Bank of New York Mellon Corp.	521,522		14,774,718
The Charles Schwab Corp.	425,242		6,876,163
The Goldman Sachs Group, Inc.	200,958		16,958,846
			84,468,895
Chemicals—1.7%
Air Products & Chemicals, Inc.	95,240		4,787,715
CF Industries Holdings, Inc.	25,841		1,270,344
E. I. du Pont de Nemours & Co.	410,086		10,375,176
Eastman Chemical Co.	32,968		1,045,415
Ecolab, Inc.	76,192		2,678,149
International Flavors & Fragrances, Inc.	35,741		1,062,222
Monsanto Co.	249,015		17,518,205
PPG Industries, Inc.	74,627		3,166,424
Praxair, Inc.	140,154		8,319,541
Rohm & Haas Co.	56,775		3,508,127
Sigma-Aldrich Corp. (a)	56,970		2,406,413
The Dow Chemical Co.	419,820		6,335,084
			62,472,815
Commercial & Professional Services—0.5%
Avery Dennison Corp.	48,303		1,580,957
Cintas Corp.	59,714		1,387,156
Pitney Bowes, Inc.	93,676		2,386,865
R.R. Donnelley & Sons Co.	93,164		1,265,167
Republic Services, Inc.	145,901		3,616,886
Stericycle, Inc. (b)	38,888		2,025,287
Waste Management, Inc.	222,944		7,388,364
			19,650,682
Commercial Banks—3.1%
BB&T Corp. (a)	251,082		6,894,712
Comerica, Inc. (a)	68,389		1,357,522
Fifth Third Bancorp	262,444		2,167,788
First Horizon National Corp. (a) (b)	93,297		986,154
Huntington Bancshares, Inc. (a)	166,354		1,274,272
KeyCorp.	224,960		1,916,659
M&T Bank Corp.	35,084		2,014,172
Marshall & Ilsley Corp. (a)	118,294		1,613,530

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Commercial Banks—(Continued)
National City Corp.	925,309	$	1,674,809
PNC Financial Services Group, Inc.	158,216		7,752,584
Regions Financial Corp.	314,465		2,503,141
SunTrust Banks, Inc.	160,928		4,753,813
U.S. Bancorp	797,384		19,942,574
Wachovia Corp.	982,106		5,440,867
Wells Fargo & Co.	1,722,272		50,772,579
Zions Bancorp (a)	52,419		1,284,790
			112,349,966
Communications Equipment—2.5%
Ciena Corp. (a) (b)	41,044		274,995
Cisco Systems, Inc. (b) (d)	2,660,897		43,372,621
Corning, Inc.	706,377		6,731,773
Harris Corp.	61,167		2,327,404
JDS Uniphase Corp. (b)	99,910		364,671
Juniper Networks, Inc. (a) (b)	239,932		4,201,209
Motorola, Inc.	1,029,960		4,562,723
QUALCOMM, Inc.	752,344		26,956,486
Tellabs, Inc. (a) (b)	180,885		745,246
			89,537,128
Computers & Peripherals—4.2%
Apple, Inc. (b)	403,985		34,480,120
Dell, Inc. (b)	786,461		8,053,360
EMC Corp. (b)	927,439		9,710,286
Hewlett-Packard Co.	1,113,017		40,391,387
International Business Machines Corp.	610,547		51,383,635
Lexmark International, Inc. (Class A) (a) (b)	35,629		958,420
NetApp, Inc. (a) (b)	150,045		2,096,129
QLogic Corp. (b)	58,138		781,375
SanDisk Corp. (a) (b)	102,725		986,160
Sun Microsystems, Inc. (b)	335,656		1,282,206
Teradata Corp. (b)	79,984		1,186,163
			151,309,241
Construction & Engineering—0.2%
Fluor Corp.	82,487		3,701,191
Jacobs Engineering Group, Inc. (b)	55,838		2,685,808
			6,386,999
Construction Materials—0.1%
Vulcan Materials Co. (a)	50,057		3,482,966
Consumer Finance—0.5%
American Express Co.	527,123		9,778,131
Capital One Financial Corp. (a)	177,992		5,676,165
Discover Financial Services	218,102		2,078,512
SLM Corp. (b)	212,361		1,890,013
			19,422,821
Containers & Packaging—0.2%
Ball Corp.	42,987		1,787,829
Bemis Co., Inc.	45,297		1,072,633
Owens-Illinois, Inc. (b)	75,897		2,074,265
Pactiv Corp. (b)	59,712		1,485,635

Security Description	Shares	Value*
Containers & Packaging—(Continued)
Sealed Air Corp.	71,747	$	1,071,900
			7,492,262
Distributors—0.1%
Genuine Parts Co.	72,457		2,743,222
Diversified Consumer Services—0.2%
Apollo Group, Inc. (Class A) (b)	48,419		3,709,864
H&R Block, Inc.	154,036		3,499,698
			7,209,562
Diversified Financial Services—3.3%
Bank of America Corp.	2,280,283		32,106,385
CIT Group, Inc. (a)	163,850		743,879
Citigroup, Inc.	2,476,592		16,617,932
CME Group, Inc.	30,442		6,335,285
IntercontinentalExchange, Inc. (b)	32,832		2,706,670
JPMorgan Chase & Co.	1,696,204		53,481,312
Leucadia National Corp.	80,436		1,592,633
Moody’s Corp.	88,273		1,773,404
NYSE Euronext	120,431		3,297,401
The NASDAQ OMX Group, Inc. (b)	61,867		1,528,733
			120,183,634
Diversified Telecommunication Services—3.6%
AT&T, Inc.	2,678,127		76,326,619
CenturyTel, Inc. (a)	45,508		1,243,734
Embarq Corp.	64,594		2,322,800
Frontier Communications Corp.	141,480		1,236,535
Qwest Communications International, Inc. (a)	665,758		2,423,359
Verizon Communications, Inc.	1,290,884		43,760,968
Windstream Corp.	199,699		1,837,231
			129,151,246
Electric Utilities—2.4%
Allegheny Energy, Inc.	76,828		2,601,396
American Electric Power Co., Inc.	183,399		6,103,519
Duke Energy Corp.	575,021		8,631,065
Edison International	148,068		4,755,944
Entergy Corp.	86,043		7,152,755
Exelon Corp.	298,999		16,627,334
FirstEnergy Corp.	138,535		6,730,030
FPL Group, Inc.	185,750		9,348,798
Pepco Holdings, Inc.	98,258		1,745,062
Pinnacle West Capital Corp.	45,816		1,472,068
PPL Corp.	170,422		5,230,251
Progress Energy, Inc.	119,562		4,764,546
Southern Co.	352,015		13,024,555
			88,187,323
Electrical Equipment—0.5%
Cooper Industries, Ltd. (Class A)	78,764		2,302,272
Emerson Electric Co.	348,599		12,762,209
Rockwell Automation, Inc.	64,306		2,073,226
			17,137,707

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Electronic Equipment, Instruments & Components—0.3%
Agilent Technologies, Inc. (b)	159,060	$	2,486,108
Amphenol Corp. (Class A)	79,884		1,915,618
FLIR Systems, Inc. (b)	63,134		1,936,951
Jabil Circuit, Inc.	95,731		646,184
Molex, Inc.	64,012		927,534
Tyco Electronics, Ltd.	207,972		3,371,226
			11,283,621
Energy Equipment & Services—1.5%
Baker Hughes, Inc.	139,760		4,482,103
BJ Services Co.	132,670		1,548,259
Cameron International Corp. (b)	99,761		2,045,101
ENSCO International, Inc.	64,452		1,829,792
Halliburton Co.	406,175		7,384,261
Nabors Industries, Ltd. (a) (b)	129,327		1,548,044
National Oilwell Varco, Inc. (b)	189,656		4,635,193
Noble Corp.	119,948		2,649,651
Rowan Cos., Inc.	51,355		816,545
Schlumberger, Ltd.	543,609		23,010,969
Smith International, Inc.	99,461		2,276,662
Weatherford International, Ltd. (b)	309,532		3,349,136
			55,575,716
Food & Staples Retailing—3.2%
Costco Wholesale Corp. (a)	196,179		10,299,398
CVS Caremark Corp.	652,707		18,758,799
Safeway, Inc.	194,826		4,631,014
SUPERVALU, Inc.	96,232		1,404,987
SYSCO Corp.	272,284		6,246,195
The Kroger Co.	296,524		7,831,199
Wal-Mart Stores, Inc.	1,016,104		56,962,790
Walgreen Co.	449,861		11,098,071
Whole Foods Market, Inc. (b)	63,768		601,970
			117,834,423
Food Products—1.8%
Archer-Daniels-Midland Co.	291,523		8,404,608
Campbell Soup Co. (a)	93,501		2,805,965
ConAgra Foods, Inc.	203,180		3,352,470
Dean Foods Co. (a) (b)	69,963		1,257,235
General Mills, Inc.	151,852		9,225,009
H.J. Heinz Co.	142,900		5,373,040
Kellogg Co.	114,488		5,020,299
Kraft Foods, Inc. (Class A) (a)	667,658		17,926,617
McCormick & Co., Inc.	59,077		1,882,193
Sara Lee Corp.	321,264		3,145,175
The Hershey Co. (a)	75,374		2,618,493
The J. M. Smucker Co.	53,823		2,333,765
Tyson Foods, Inc. (Class A) (a)	137,293		1,202,687
			64,547,556
Gas Utilities—0.1%
Equitable Resources, Inc.	59,468		1,995,152
Nicor, Inc.	20,537		713,455
Questar Corp.	78,819		2,576,593
			5,285,200

Security Description	Shares	Value*
Health Care Equipment & Supplies—2.1%
Baxter International, Inc.	281,842	$	15,103,913
Becton, Dickinson & Co.	110,486		7,556,137
Boston Scientific Corp. (b)	682,381		5,281,629
C.R. Bard, Inc.	45,083		3,798,694
Covidien, Ltd.	228,855		8,293,705
Dentsply International, Inc.	67,692		1,911,622
Hospira, Inc. (b)	72,530		1,945,255
Intuitive Surgical, Inc. (b)	17,776		2,257,374
Medtronic, Inc.	508,187		15,967,235
St. Jude Medical, Inc. (b)	156,417		5,155,504
Stryker Corp. (a)	110,089		4,398,056
Varian Medical Systems, Inc. (b)	56,466		1,978,569
Zimmer Holdings, Inc. (b)	102,058		4,125,184
			77,772,877
Health Care Providers & Services—2.1%
Aetna, Inc.	209,551		5,972,203
AmerisourceBergen Corp.	70,995		2,531,682
Cardinal Health, Inc.	163,429		5,633,398
Cigna Corp.	124,911		2,104,750
Coventry Health Care, Inc. (b)	67,703		1,007,421
DaVita, Inc. (b)	47,173		2,338,366
Express Scripts, Inc. (b)	112,460		6,183,051
Humana, Inc. (b)	76,672		2,858,332
Laboratory Corp. of America Holdings (a) (b)	49,082		3,161,372
McKesson Corp.	125,390		4,856,355
Medco Health Solutions, Inc. (b)	226,330		9,485,490
Patterson Cos., Inc. (b)	41,437		776,944
Quest Diagnostics, Inc.	72,006		3,737,831
Tenet Healthcare Corp. (a) (b)	188,663		216,962
UnitedHealth Group, Inc.	548,900		14,600,740
WellPoint, Inc. (b)	231,338		9,746,270
			75,211,167
Health Care Technology—0.0%
IMS Health, Inc.	82,653		1,253,019
Hotels, Restaurants & Leisure—1.5%
Carnival Corp. (b)	198,601		4,829,976
Darden Restaurants, Inc.	63,044		1,776,580
International Game Technology (a)	133,929		1,592,416
Marriott International, Inc.	133,268		2,592,063
McDonald’s Corp.	506,515		31,500,168
Starbucks Corp. (b)	334,254		3,162,043
Starwood Hotels & Resorts Worldwide, Inc.	83,177		1,488,868
Wyndham Worldwide Corp. (a)	80,586		527,838
Wynn Resorts, Ltd. (a) (b)	27,998		1,183,195
Yum! Brands, Inc.	210,214		6,621,741
			55,274,888
Household Durables—0.4%
Black & Decker Corp. (a)	27,310		1,141,831
Centex Corp. (b)	56,495		601,107
D.R. Horton, Inc. (a)	125,200		885,164
Fortune Brands, Inc.	68,127		2,812,283
Harman International Industries, Inc.	26,606		445,118

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Household Durables—(Continued)
KB Home (a)	34,213	$	465,981
Leggett & Platt, Inc. (a)	70,986		1,078,277
Lennar Corp. (Class A) (a)	64,211		556,709
Newell Rubbermaid, Inc.	125,976		1,232,045
Pulte Homes, Inc. (a)	97,122		1,061,544
Snap-on, Inc.	26,104		1,027,976
The Stanley Works	35,809		1,221,087
Whirlpool Corp. (a)	33,404		1,381,255
			13,910,377
Household Products—3.1%
Clorox Co.	63,040		3,502,502
Colgate-Palmolive Co.	229,372		15,721,157
Kimberly-Clark Corp.	188,037		9,917,071
Procter & Gamble Co.	1,356,881		83,882,384
			113,023,114
Independent Power Producers & Energy Traders—0.1%
Constellation Energy Group, Inc.	81,082		2,034,347
Dynegy, Inc. (b)	229,839		459,678
The AES Corp. (b)	305,736		2,519,265
			5,013,290
Industrial Conglomerates—2.8%
3M Co.	314,920		18,120,497
General Electric Co.	4,773,310		77,327,622
Textron, Inc.	109,568		1,519,708
Tyco International, Ltd.	214,928		4,642,445
			101,610,272
Insurance—2.6%
Aflac, Inc.	211,834		9,710,471
American International Group, Inc. (b)	1,221,964		1,918,484
AON Corp.	122,605		5,600,596
Assurant, Inc.	53,452		1,603,560
Cincinnati Financial Corp.	73,796		2,145,250
Genworth Financial, Inc. (Class A) (b)	196,841		557,060
Lincoln National Corp.	116,287		2,190,847
Loews Corp.	164,494		4,646,956
Marsh & McLennan Cos., Inc.	233,627		5,670,127
MBIA, Inc. (a) (b)	85,617		348,461
MetLife, Inc. (c)	360,654		12,572,398
Principal Financial Group, Inc.	117,859		2,660,078
Prudential Financial, Inc.	192,690		5,830,799
The Allstate Corp.	243,573		7,979,452
The Chubb Corp.	161,652		8,244,252
The Hartford Financial Services Group, Inc.	136,925		2,248,309
The Progressive Corp.	307,046		4,547,351
The Travelers Cos., Inc.	265,642		12,007,018
Torchmark Corp.	38,644		1,727,387
Unum Group	150,479		2,798,909
XL Capital, Ltd. (Class A)	150,329		556,217
			95,563,982

Security Description	Shares	Value*
Internet & Catalog Retail—0.2%
Amazon.com, Inc. (b)	146,165	$	7,495,341
Expedia, Inc. (b)	95,194		784,399
			8,279,740
Internet Software & Services—1.4%
Akamai Technologies, Inc. (a) (b)	76,861		1,159,833
eBay, Inc. (b)	487,467		6,805,039
Google, Inc. (Class A) (b)	108,713		33,445,554
VeriSign, Inc. (a) (b)	88,181		1,682,494
Yahoo!, Inc. (b)	630,660		7,694,052
			50,786,972
IT Services—1.0%
Affiliated Computer Services, Inc. (Class A) (b)	44,333		2,037,101
Automatic Data Processing, Inc.	230,810		9,080,066
Cognizant Technology Solutions Corp. (Class A) (b)	132,332		2,389,916
Computer Sciences Corp. (b)	68,843		2,419,143
Convergys Corp. (b)	55,473		355,582
Fidelity National Information Services, Inc.	86,344		1,404,817
Fiserv, Inc. (b)	72,782		2,647,081
MasterCard, Inc. (a)	32,891		4,701,111
Paychex, Inc. (a)	145,930		3,835,040
The Western Union Co.	325,199		4,663,354
Total Systems Services, Inc.	89,450		1,252,300
			34,785,511
Leisure Equipment & Products—0.1%
Eastman Kodak Co. (a)	122,004		802,786
Hasbro, Inc. (a)	56,302		1,642,330
Mattel, Inc.	162,891		2,606,256
			5,051,372
Life Sciences Tools & Services—0.3%
Life Technologies Corp. (b)	78,420		1,827,970
Millipore Corp. (a) (b)	25,104		1,293,358
PerkinElmer, Inc.	53,674		746,605
Thermo Fisher Scientific, Inc. (b)	190,970		6,506,348
Waters Corp. (b)	44,678		1,637,449
			12,011,730
Machinery—1.6%
Caterpillar, Inc.	274,145		12,246,057
Cummins, Inc.	91,515		2,446,196
Danaher Corp. (a)	116,199		6,578,025
Deere & Co.	194,057		7,436,264
Dover Corp.	84,513		2,782,168
Eaton Corp.	74,940		3,725,267
Flowserve Corp.	25,696		1,323,344
Illinois Tool Works, Inc.	178,873		6,269,499
Ingersoll-Rand Co., Ltd. (Class A)	144,875		2,513,581
ITT Corp.	82,525		3,795,325
PACCAR, Inc. (a)	164,823		4,713,938
Pall Corp.	53,662		1,525,611

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Machinery—(Continued)
Parker Hannifin Corp.	73,237	$	3,115,502
The Manitowoc Co., Inc.	59,239		513,010
			58,983,787
Media—2.5%
CBS Corp. (Class B)	308,997		2,530,686
Comcast Corp. (Class A)	1,308,741		22,091,548
Gannett Co., Inc. (a)	103,669		829,352
Interpublic Group of Cos., Inc. (a) (b)	216,567		857,605
Meredith Corp. (a)	16,422		281,145
News Corp. (Class A)	1,045,223		9,501,077
Omnicom Group, Inc.	141,246		3,802,342
Scripps Networks Interactive, Inc. (a)	40,929		900,438
The DIRECTV Group, Inc. (a) (b)	248,202		5,686,308
The McGraw-Hill Cos., Inc.	142,927		3,314,477
The New York Times Co. (Class A) (a)	52,931		387,984
The Walt Disney Co.	841,215		19,087,169
The Washington Post Co. (Class B)	2,725		1,063,431
Time Warner, Inc.	1,630,353		16,401,351
Viacom, Inc. (Class B) (b)	278,822		5,314,347
			92,049,260
Metals & Mining—0.8%
AK Steel Holding Corp.	50,906		474,444
Alcoa, Inc.	363,711		4,095,386
Allegheny Technologies, Inc. (a)	43,761		1,117,218
Freeport-McMoRan Copper & Gold, Inc. (a) (b)	171,627		4,194,564
Newmont Mining Corp. (a)	206,458		8,402,841
Nucor Corp.	142,677		6,591,677
Titanium Metals Corp. (a)	38,673		340,709
United States Steel Corp.	52,834		1,965,425
			27,182,264
Multi-Utilities—1.5%
Ameren Corp.	96,097		3,196,186
CenterPoint Energy, Inc.	156,407		1,973,856
CMS Energy Corp. (a)	102,802		1,039,328
Consolidated Edison, Inc. (a)	124,354		4,841,101
Dominion Resources, Inc.	264,196		9,468,785
DTE Energy Co.	74,088		2,642,719
Integrys Energy Group, Inc.	34,731		1,492,739
NiSource, Inc.	124,632		1,367,213
PG&E Corp.	164,052		6,350,453
Public Service Enterprise Group, Inc.	229,999		6,709,071
SCANA Corp.	53,407		1,901,289
Sempra Energy	110,720		4,719,994
TECO Energy, Inc. (a)	96,701		1,194,257
Wisconsin Energy Corp.	53,135		2,230,607
Xcel Energy, Inc.	204,074		3,785,573
			52,913,171
Multiline Retail—0.7%
Big Lots, Inc. (a) (b)	37,318		540,738
Family Dollar Stores, Inc.	63,497		1,655,367

Security Description	Shares	Value*
Multiline Retail—(Continued)
J.C. Penney Co., Inc. (a)	100,973	$	1,989,168
Kohl’s Corp. (a) (b)	138,482		5,013,048
Macy’s, Inc.	191,128		1,978,175
Nordstrom, Inc. (a)	72,434		964,096
Sears Holdings Corp. (a) (b)	25,287		982,906
Target Corp. (a)	342,108		11,812,989
			24,936,487
Office Electronics—0.1%
Xerox Corp.	393,379		3,135,231
Oil, Gas & Consumable Fuels—11.6%
Anadarko Petroleum Corp.	208,615		8,042,108
Apache Corp.	152,094		11,335,566
Cabot Oil & Gas Corp.	46,969		1,221,194
Chesapeake Energy Corp. (a)	245,796		3,974,521
Chevron Corp.	923,366		68,301,383
ConocoPhillips	677,516		35,095,329
Consol Energy, Inc.	82,345		2,353,420
Devon Energy Corp.	200,780		13,193,254
El Paso Corp.	318,667		2,495,163
EOG Resources, Inc.	113,425		7,551,837
Exxon Mobil Corp.	2,311,674		184,540,935
Hess Corp.	128,921		6,915,322
Marathon Oil Corp.	320,655		8,773,121
Massey Energy Co.	38,690		533,535
Murphy Oil Corp.	86,568		3,839,291
Noble Energy, Inc.	78,506		3,864,065
Occidental Petroleum Corp.	368,056		22,079,679
Peabody Energy Corp.	121,173		2,756,686
Pioneer Natural Resources Co. (a)	53,485		865,387
Range Resources Corp.	70,594		2,427,728
Southwestern Energy Co. (b)	156,028		4,520,131
Spectra Energy Corp.	277,696		4,370,935
Sunoco, Inc. (a)	53,109		2,308,117
Tesoro Corp. (a)	62,923		828,696
The Williams Cos., Inc.	262,983		3,807,994
Valero Energy Corp.	234,508		5,074,753
XTO Energy, Inc.	262,140		9,245,678
			420,315,828
Paper & Forest Products—0.2%
International Paper Co.	194,305		2,292,799
MeadWestvaco Corp.	77,627		868,646
Weyerhaeuser Co.	96,022		2,939,234
			6,100,679
Personal Products—0.2%
Avon Products, Inc.	193,734		4,655,428
The Estee Lauder Cos., Inc. (Class A) (a)	52,653		1,630,137
			6,285,565
Pharmaceuticals—7.8%
Abbott Laboratories	705,131		37,632,841
Allergan, Inc.	139,752		5,634,801

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Pharmaceuticals—(Continued)
Bristol-Myers Squibb Co.	899,652	$	20,916,909
Eli Lilly & Co.	454,695		18,310,568
Forest Laboratories, Inc. (b)	136,965		3,488,499
Johnson & Johnson	1,260,928		75,441,322
King Pharmaceuticals, Inc. (b)	112,012		1,189,567
Merck & Co., Inc.	960,811		29,208,654
Mylan, Inc. (a) (b)	138,474		1,369,508
Pfizer, Inc.	3,064,387		54,270,294
Schering-Plough Corp.	738,764		12,581,151
Watson Pharmaceuticals, Inc. (b)	47,540		1,263,138
Wyeth	605,106		22,697,526
			284,004,778
Professional Services—0.2%
Dun & Bradstreet Corp.	24,501		1,891,477
Equifax, Inc.	57,402		1,522,301
Monster Worldwide, Inc. (a) (b)	55,998		677,016
Robert Half International, Inc. (a)	70,506		1,467,935
			5,558,729
Real Estate Investment Trusts—1.0%
Apartment Investment & Management Co.	46,014		531,462
AvalonBay Communities, Inc. (a)	35,044		2,122,966
Boston Properties, Inc. (a)	54,901		3,019,555
Developers Diversified Realty Corp. (a)	54,661		266,746
Equity Residential (a)	123,623		3,686,438
HCP, Inc.	114,820		3,188,551
Host Hotels & Resorts, Inc. (a)	237,477		1,797,701
Kimco Realty Corp. (a)	104,073		1,902,454
Plum Creek Timber Co., Inc. (a)	75,800		2,633,292
ProLogis (a)	120,730		1,676,940
Public Storage	56,969		4,529,035
Simon Property Group, Inc. (a)	102,622		5,452,307
Vornado Realty Trust	62,432		3,767,771
			34,575,218
Real Estate Management & Development—0.0%
CB Richard Ellis Group, Inc. (b)	101,343		437,802
Road & Rail—1.0%
Burlington Northern Santa Fe Corp.	127,570		9,658,325
CSX Corp.	179,270		5,820,897
Norfolk Southern Corp.	168,277		7,917,433
Ryder System, Inc.	25,275		980,164
Union Pacific Corp.	230,152		11,001,266
			35,378,085
Semiconductors & Semiconductor Equipment—2.1%
Advanced Micro Devices, Inc. (a) (b)	276,532		597,309
Altera Corp.	135,140		2,258,189
Analog Devices, Inc.	132,335		2,517,012
Applied Materials, Inc. (a)	609,729		6,176,555
Broadcom Corp. (b)	201,841		3,425,242
Intel Corp.	2,527,700		37,056,082
KLA-Tencor Corp.	76,739		1,672,143

Security Description	Shares	Value*
Semiconductors & Semiconductor Equipment—(Continued)
Linear Technology Corp. (a)	100,766	$	2,228,944
LSI Corp. (a) (b)	293,165		964,513
MEMC Electronic Materials, Inc. (a) (b)	102,004		1,456,617
Microchip Technology, Inc. (a)	82,662		1,614,389
Micron Technology, Inc. (a) (b)	347,097		916,336
National Semiconductor Corp.	88,653		892,736
Novellus Systems, Inc. (a) (b)	44,384		547,699
NVIDIA Corp. (b)	244,073		1,969,669
Teradyne, Inc. (b)	76,934		324,661
Texas Instruments, Inc.	589,172		9,143,949
Xilinx, Inc.	124,477		2,218,180
			75,980,225
Software—3.6%
Adobe Systems, Inc. (b)	241,297		5,137,213
Autodesk, Inc. (b)	102,839		2,020,786
BMC Software, Inc. (a) (b)	85,214		2,293,109
CA, Inc.	179,010		3,317,055
Citrix Systems, Inc. (b)	82,553		1,945,774
Compuware Corp. (b)	112,021		756,142
Electronic Arts, Inc. (b)	145,827		2,339,065
Intuit, Inc. (a) (b)	145,454		3,460,351
McAfee, Inc. (b)	69,369		2,398,086
Microsoft Corp.	3,476,699		67,587,029
Novell, Inc. (b)	156,903		610,353
Oracle Corp. (b)	1,780,292		31,564,577
Salesforce.com, Inc. (a) (b)	47,682		1,526,301
Symantec Corp. (b)	379,933		5,136,694
			130,092,535
Specialty Retail—1.8%
Abercrombie & Fitch Co. (Class A) (a)	39,553		912,488
AutoNation, Inc. (b)	49,027		484,387
AutoZone, Inc. (b)	17,389		2,425,244
Bed Bath & Beyond, Inc. (a) (b)	118,022		3,000,119
Best Buy Co., Inc. (a)	153,508		4,315,110
GameStop Corp. (Class A) (a) (b)	74,429		1,612,132
Home Depot, Inc.	770,516		17,737,278
Limited Brands, Inc.	122,969		1,234,609
Lowe’s Cos., Inc.	666,092		14,334,300
Office Depot, Inc. (b)	124,924		372,273
RadioShack Corp.	56,840		678,670
Staples, Inc.	324,205		5,809,754
The Gap, Inc.	211,904		2,837,394
The Sherwin-Williams Co. (a)	44,627		2,666,463
The TJX Cos., Inc.	189,209		3,892,029
Tiffany & Co. (a)	55,948		1,322,051
			63,634,301
Textiles, Apparel & Luxury Goods—0.4%
Coach, Inc. (a) (b)	148,573		3,085,861
Jones Apparel Group, Inc. (a)	37,913		222,170
Nike, Inc.	178,298		9,093,198
Polo Ralph Lauren Corp. (a)	25,568		1,161,043
VF Corp. (a)	40,020		2,191,896
			15,754,168

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Thrifts & Mortgage Finance—0.2%
Hudson City Bancorp, Inc.	236,884	$	3,780,669
People’s United Financial, Inc.	158,051		2,818,049
Sovereign Bancorp, Inc. (b)	247,422		737,318
			7,336,036
Tobacco—1.8%
Altria Group, Inc.	936,366		14,101,672
Lorillard, Inc.	76,382		4,304,125
Philip Morris International, Inc.	919,386		40,002,485
Reynolds American, Inc.	76,823		3,096,735
UST, Inc.	67,439		4,678,918
			66,183,935
Trading Companies & Distributors—0.1%
Fastenal Co. (a)	58,726		2,046,601
W.W. Grainger, Inc. (a)	29,385		2,316,713
			4,363,314
Wireless Telecommunication Services—0.2%
American Tower Corp. (Class A) (b)	180,281		5,285,839
Sprint Nextel Corp. (b)	1,298,298		2,375,885
			7,661,724
Total Common Stock (Identified Cost $4,576,045,644)			3,574,259,793
Mutual Funds—1.0%
Exchange Traded Funds—1.0%
SPDR Trust, Series 1	399,000		36,005,760
Total Mutual Funds (Identified Cost $34,839,122)			36,005,760

Short Term Investments—3.9%
Security Description	Face Amount/Shares		Value*
Discount Notes—0.3%
Federal Home Loan Bank 0.120%, 03/25/09	$	6,800,000	$	6,798,746
2.400%, 01/23/09		4,775,000		4,774,971
				11,573,717
Mutual Funds—3.6%
State Street Navigator Securities Lending Prime Portfolio (e)		132,874,380		132,874,380
Total Short Term Investments (Identified Cost $144,448,097)				144,448,097
Total Investments—103.3% (Identified Cost $4,755,332,863) (f)				3,754,713,650
Liabilities in excess of other assets				(121,515,780	)
Total Net Assets—100%			$	3,633,197,870

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $134,742,394 and the collateral received consisted of cash in the amount of $132,874,380 and non-cash collateral with a value of $2,230,430. The cash collateral is invested in a money market fund managed by an affiliate of the custodian. The non-cash collateral received consists primarily of government securities and bank letters of credit, and are held for the benefit of the Portfolio at the Portfolio’s custodian. The Portfolio cannot repledge or resell this collateral. As such, these are excluded from the Statement of Assets and Liabilities.

(b) Non-Income Producing.

(c) Affiliated Issuer. See below.

(d) A portion or all of the security was pledged as collateral against open futures contracts.

(e) Represents investment of cash collateral received from securities lending transactions.

(f) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $4,816,918,307 and the composition of unrealized appreciation and depreciation of investment securities was $467,829,498 and $(1,530,034,155), respectively.

Futures Contracts

Futures Contracts—Long	Expiration Date	Number of Contracts	Contract Amount		Valuation as of 12/31/2008		Net Unrealized Appreciation
S&P 500 Index Futures	3/19/2009	46	$	10,056,405	$	10,351,150	$	294,745

Affiliated Issuer

Security Description	Number of Shares Held at 12/31/2007	Shares Purchased Since 12/31/2007	Shares Sold Since 12/31/2007		Number of Shares Held at 12/31/2008	Realized Gain on Shares Sold		Income For Year Ended 12/31/2008
MetLife, Inc.	349,275	59,644	(48,265	)	360,654	$	1,021,906	$	254,004

*See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	3,743,139,933	$	294,745
Level 2 - Other Significant Observable Inputs		11,573,717		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	3,754,713,650	$	294,745

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-12

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	3,754,713,650
Receivable for:
Securities sold				7,746,119
Fund shares sold				6,292,183
Accrued interest and dividends				8,341,978
Futures variation margin				136,850
Total Assets				3,777,230,780
Liabilities
Payable for:
Securities purchased	$	5,944,839
Fund shares redeemed		1,695,115
Collateral for securities loaned		132,874,380
Due to custodian bank		2,582,967
Accrued expenses:
Management fees		718,367
Service and distribution fees		167,040
Other expenses		50,202
Total Liabilities				144,032,910
Net Assets			$	3,633,197,870
Net assets consists of:
Capital paid in			$	4,516,838,639
Undistributed net investment income				100,345,204
Accumulated net realized gains				16,338,495
Unrealized depreciation on investments and futures contracts				(1,000,324,468	)
Net Assets			$	3,633,197,870
Computation of offering price:
Class A
Net asset value and redemption price per share ($2,739,612,640 divided by 124,445,121 shares outstanding)			$	22.01
Class B
Net asset value and redemption price per share ($729,640,552 divided by 34,044,413 shares outstanding)			$	21.43
Class E
Net asset value and redemption price per share ($163,944,678 divided by 7,486,150 shares outstanding)			$	21.90
(a) Identified cost of investments			$	4,755,332,863
(b) Includes cash collateral for securities loaned of			$	132,874,380

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	115,566,763
Dividends from affiliates					254,004
Interest					2,424,935	(a)
					118,245,702
Expenses
Management fees	$	12,427,391
Service and distribution fees—Class B		2,315,658
Service and distribution fees—Class E		334,606
Directors’ fees and expenses		31,917
Custodian		412,831
Audit and tax services		36,941
Legal		85,473
Printing		918,448
Insurance		68,745
Miscellaneous		117,280
Total expenses		16,749,290
Management fee waivers		(347,967	)		16,401,323
Net Investment Income					101,844,379
Realized and Unrealized Gain (Loss)
Realized gain (loss) on:
Investments of unaffiliated issuers—net		41,111,330
Investments of affiliated issuers—net		1,021,906
Futures contracts—net		(5,164,861	)		36,968,375
Change in unrealized appreciation (depreciation) on:
Investments—net		(2,330,480,835	)
Futures contracts—net		787,035			(2,329,693,800	)
Net loss					(2,292,725,425	)
Net Decrease in Net Assets From Operations				$	(2,190,881,046	)

(a) Includes income on securities loaned of $2,303,734.

See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Statements of Changes in Net Assets

December 31, 2008

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	101,844,379		$	96,551,278
Net realized gain		36,968,375			200,860,417
Unrealized depreciation		(2,329,693,800	)		(17,016,969	)
Increase (decrease) in net assets from operations		(2,190,881,046	)		280,394,726
From Distributions to Shareholders
Net investment income
Class A		(75,462,441	)		(43,678,879	)
Class B		(15,801,366	)		(8,803,969	)
Class E		(4,055,168	)		(2,690,749	)
		(95,318,975	)		(55,173,597	)
Net realized gain
Class A		(161,847,077	)		(84,906,392	)
Class B		(39,854,897	)		(21,923,608	)
Class E		(9,579,599	)		(6,012,759	)
		(211,281,573	)		(112,842,759	)
Total distributions		(306,600,548	)		(168,016,356	)
Increase in net assets from capital share transactions		24,465,135			585,539,125
Net increase (decrease) in net assets		(2,473,016,459	)		697,917,495
Net Assets
Beginning of the period		6,106,214,329			5,408,296,834
End of the period	$	3,633,197,870		$	6,106,214,329
Undistributed Net Investment Income
End of the period	$	100,345,204		$	95,281,650

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	13,217,540		$	375,346,962		34,990,203		$	1,297,764,619
Reinvestments	7,124,273			237,309,518		3,487,531			128,585,271
Redemptions	(23,818,379	)		(686,168,977	)	(24,307,503	)		(904,992,455	)
Net increase (decrease)	(3,476,566	)	$	(73,512,497	)	14,170,231		$	521,357,435
Class B
Sales	7,244,492		$	196,832,804		8,914,415		$	322,546,020
Reinvestments	1,713,028			55,656,263		853,544			30,727,577
Redemptions	(5,219,214	)		(149,650,552	)	(7,494,071	)		(271,598,959	)
Net increase	3,738,306		$	102,838,515		2,273,888		$	81,674,638
Class E
Sales	816,870		$	21,341,371		593,708		$	21,859,230
Reinvestments	411,057			13,634,767		237,024			8,703,508
Redemptions	(1,350,038	)		(39,837,021	)	(1,297,297	)		(48,055,686	)
Net decrease	(122,111	)	$	(4,860,883	)	(466,565	)	$	(17,492,948	)
Increase derived from capital share transactions			$	24,465,135				$	585,539,125

See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	37.00		$	36.26		$	33.20		$	32.27		$	29.45
Income From Investment Operations
Net investment income		0.63	(a)		0.63	(a)		0.58			0.55			0.54
Net realized and unrealized gain (loss) of investments		(13.71	)		1.26			4.37			0.90			2.54
Total from investment operations		(13.08	)		1.89			4.95			1.45			3.08
Less Distributions
Distributions from net investment income		(0.61	)		(0.39	)		(0.70	)		(0.52	)		(0.26	)
Distributions from net realized capital gains		(1.30	)		(0.76	)		(1.19	)		0.00			0.00
Total distributions		(1.91	)		(1.15	)		(1.89	)		(0.52	)		(0.26	)
Net Asset Value, End of Period	$	22.01		$	37.00		$	36.26		$	33.20		$	32.27
Total Return (%)		(37.1	)		5.2			15.5			4.6			10.5
Ratio of operating expenses to average net assets (%)		0.28			0.28			0.30			0.29			0.30
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.29			0.29			0.31			0.29			N/A
Ratio of net investment income to average net assets (%)		2.10			1.69			1.63			1.59			1.73
Portfolio turnover rate (%)		13			12			9			8			3
Net assets, end of period (000)	$	2,739,613		$	4,733,145		$	4,125,102		$	3,942,484		$	4,139,893

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	36.07		$	35.38		$	32.41		$	31.52		$	28.80
Income From Investment Operations
Net investment income		0.54	(a)		0.52	(a)		0.47			0.39			0.41
Net realized and unrealized gain (loss) of investments		(13.36	)		1.24			4.28			0.95			2.53
Total from investment operations		(12.82	)		1.76			4.75			1.34			2.94
Less Distributions
Distributions from net investment income		(0.52	)		(0.31	)		(0.59	)		(0.45	)		(0.22	)
Distributions from net realized capital gains		(1.30	)		(0.76	)		(1.19	)		0.00			0.00
Total distributions		(1.82	)		(1.07	)		(1.78	)		(0.45	)		(0.22	)
Net Asset Value, End of Period	$	21.43		$	36.07		$	35.38		$	32.41		$	31.52
Total Return (%)		(37.3	)		5.0			15.2			4.4			10.3
Ratio of operating expenses to average net assets (%)		0.53			0.53			0.55			0.54			0.55
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.54			0.54			0.56			0.54			N/A
Ratio of net investment income to average net assets (%)		1.86			1.43			1.38			1.36			1.59
Portfolio turnover rate (%)		13			12			9			8			3
Net assets, end of period (000)	$	729,641		$	1,092,993		$	991,777		$	765,425		$	508,908

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	36.81		$	36.09		$	33.04		$	32.11		$	29.33
Income From Investment Operations
Net investment income		0.58	(a)		0.57	(a)		0.52			0.47			0.47
Net realized and unrealized gain (loss) of investments		(13.64	)		1.25			4.35			0.93			2.56
Total from investment operations		(13.06	)		1.82			4.87			1.40			3.03
Less Distributions
Distributions from net investment income		(0.55	)		(0.34	)		(0.63	)		(0.47	)		(0.25	)
Distributions from net realized capital gains		(1.30	)		(0.76	)		(1.19	)		0.00			0.00
Total distributions		(1.85	)		(1.10	)		(1.82	)		(0.47	)		(0.25	)
Net Asset Value, End of Period	$	21.90		$	36.81		$	36.09		$	33.04		$	32.11
Total Return (%)		(37.2	)		5.1			15.3			4.5			10.4
Ratio of operating expenses to average net assets (%)		0.43			0.43			0.45			0.44			0.45
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.44			0.44			0.46			0.44			N/A
Ratio of net investment income to average net assets (%)		1.95			1.53			1.48			1.44			1.67
Portfolio turnover rate (%)		13			12			9			8			3
Net assets, end of period (000)	$	163,945		$	280,076		$	291,417		$	287,568		$	293,266

(a) Per share amount is based on average shares outstanding during the period.

(b) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-16

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The MetLife Stock Index Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-17

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls

MSF-18

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$97,425,310	$	57,542,999	$	209,175,238	$	110,473,357	$	—	$	—	$	306,600,548	$	168,016,356

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$100,345,204	$	78,218,685	$	(1,062,204,657	)	$	—	$	(883,640,768	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

MSF-19

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	642,709,712	$	0	$	824,875,310

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.25% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2008 were $12,427,391.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MLIAC”) with respect to the Portfolio. MetLife Advisers pays MLIAC an investment subadvisory fee for the Portfolio equal to the costs incurred by MLIAC in providing subadvisory services to the Portfolio. Fees earned by MLIAC with respect to the Portfolio for the year ended December 31, 2008 were $1,143,320.

Management Fee Waivers:

Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2008 to April 30, 2009, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio at the annual rate of 0.007% of average daily net assets. A similar expense agreement was in place for the period May 1, 2007 through April 30, 2008. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the

MSF-20

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-21

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the MetLife Stock Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MetLife Stock Index Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 23, 2009

MSF-22

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-23

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-24

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-25

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-26

Metropolitan Series Fund, Inc.

MetLife Stock Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-27

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-28

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. MFS^® Total Return Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Managed by Massachusetts Financial Services Company

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the MFS Total Return Portfolio returned -22.2%, compared to its benchmark, a blend of the Standard & Poor’s 500 Index¹ (60%) and the Barclays Capital U.S. Aggregate Bond Index² (40%), which returned -20.1%. The average return of its peer group, the Lipper Variable Insurance Products³ Mixed-Asset Target Allocation Moderate Funds Universe, was -25.1% over the same period.

PORTFOLIO REVIEW

The U.S. economy and financial markets experienced significant deterioration and extraordinary volatility over the reporting period. U.S. economic growth slowed significantly, despite the short-term bounce from the second quarter fiscal stimulus. Strong domestic headwinds included accelerated deterioration in the housing market, anemic corporate investment, a markedly weaker job market, and a much tighter credit environment. During the second half of the period, a seemingly continuous series of tumultuous financial events hammered markets, including: the distressed sale of failing Bear Stearns to JPMorgan, the conservatorship of Government Sponsored Enterprises (GSEs) Fannie Mae and Freddie Mac, the bankruptcy of investment bank Lehman Brothers, the Federal Reserve Bank’s complex intervention of insurance company American International Group (AIG), the nationalization of several large European banks, the failure of Washington Mutual, and the distressed sale of Wachovia. As a result of this barrage of turbulent news, global equity markets pushed significantly lower and credit markets witnessed the worst dislocation since the beginning of the credit crisis.

While reasonably resilient during the first half of the period, the global economy and financial system increasingly experienced considerable negative spillovers from the U.S. slowdown. Not only did Europe and Japan show obvious signs of economic softening, the more powerful engine of global growth—emerging markets—also began to display weakening dynamics.

During the reporting period, the U.S. Federal Reserve Board cut interest rates aggressively and introduced a multitude of new lending facilities to alleviate ever-tightening credit markets, while the U.S. federal government moved quickly to design and implement a meaningful fiscal stimulus package. Although several other global central banks also cut rates, the dilemma of rising energy and food prices heightened concerns among central bankers that inflationary expectations might become unhinged despite weaker growth. Only late in the reporting period did slowing global growth result in a precipitous decline in commodity prices, which began to ease inflation and inflationary expectations. As inflationary concerns diminished in the face of global deleveraging, and equity and credit markets deteriorated more sharply, a coordinated rate cut marked the beginning of much more aggressive easing by the major global central banks.

Within the equity portion of the Portfolio, a combination of an underweighted position and stock selection in the health care sector hurt relative performance. Underweighting pharmaceutical company Pfizer held back relative returns as the company’s stock outperformed the benchmark.

Stock selection in the leisure and retailing sectors also had a negative impact on relative results. In the leisure sector, holdings of cruise line operator Royal Caribbean Cruises dampened relative returns. Not owning fast-food company McDonald’s also hurt as the company’s stock significantly outperformed the benchmark. In the retailing sector, an underweighted position in strong-performing discount retailer Wal-Mart Stores hurt.

Stocks in other sectors that were among the top detractors included insurance company Genworth Financial and electronics services provider Flextronics (Singapore). Positioning in financial services companies Hartford Financial Services, Wells Fargo and our ownership of Bear Stearns, which was eventually acquired by JPMorgan Chase, had a negative impact. Not owning alcoholic beverage company Anheuser Busch further weakened relative returns as the company’s stock performed considerably stronger than the benchmark.

Within the fixed income portion of the Portfolio, our exposure to bonds in the financial sector and to commercial mortgage-backed securities (CMBS) held back relative performance as these securities suffered from the turmoil in the subprime market. The Portfolio’s greater exposure to “BBB” rated securities, which suffered as credit spreads widened over the reporting period, was an additional negative factor.

Within the equity portion of the portfolio, a combination of an underweighted position and stock selection in the technology sector was the primary contributor to performance relative to the S&P 500 Index. Not owning computer and electronics maker Apple boosted relative results as the company underperformed the benchmark.

Stock selection in the industrial goods and services sector also bolstered relative returns. Underweighting poor-performing industrial conglomerate General Electric helped while the Portfolio’s overweight position in defense contractor Lockheed Martin strengthened relative performance as this company generated better returns than the benchmark.

Elsewhere, the Portfolio’s positioning in poor-performing insurance company American International Group (AIG) and diversified financial services company Citigroupaided results. Holdings of pharmaceutical company Wyeth, tobacco company Philip Morris International, global food company Nestle (Switzerland), and integrated oil company TOTAL (France) were among the top relative contributors. Not owning oil field services company Schlumberger (Austria) also had a positive effect on relative performance.

Within the fixed income portion of the Portfolio, holdings of U.S. Treasury securities, and an underweighted exposure to weak-performing U.S. Agency securities, aided returns relative to the Barclays Capital U.S. Aggregate Bond Index. The Portfolio generated a higher level of income over the reporting period which also benefited relative results. Additionally, the Portfolio’s greater exposure to corporate bonds with shorter maturity helped as longer term corporate spreads widened.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

² Barclays Capital U.S. Aggregate Bond Index (formerly, Lehman Brothers U.S. Aggregate Bond any index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

³ The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

A $10,000 INVESTMENT COMPARED TO THE

S&P 500 INDEX AND THE BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX

Average Annual Returns as of December 31, 2008

	MFS Total Return Portfolio								Barclays Capital U.S. Aggregate Bond Index		S&P 500 Index
	Class A		Class B		Class E		Class F
1 Year	-22.2	%	-22.3	%	-22.3	%	-22.3	%	5.2	%	-37.0	%
5 Year	0.9		0.7		—		—		4.7		-2.2
10 Year	1.7		—		—		—		5.6		-1.4
Since Inception	—		1.6		0.3		-4.9		—		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B, Class E and Class F shares are: 5/1/87, 5/1/02, 4/26/04 and 5/2/06, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Federal National Mortgage Association	11.9	%
U.S. Treasury Notes	6.7	%
Federal Home Loan Mortgage Corp.	5.3	%
Exxon Mobil Corp.	2.5	%
U.S. Treasury Bonds	2.3	%
AT&T, Inc.	2.1	%
Lockheed Martin Corp.	2.1	%
Philip Morris International, Inc.	2.1	%
JPMorgan Chase & Co.	1.7	%
Total S.A. (ADR)	1.6	%

Top Equity Sectors

	% of Equity Market Value
Financial Services	16.8%
Energy	15.5%
Utilities & Communications	12.8%
Consumer Staples	12.0%
Industrial Goods & Services	9.7%
Top Fixed Income Sectors
	% of Fixed Income Market Value
Mortgage-Backed	40.9%
Domestic Governments	21.9%
Financial Services	5.8%
Agency Issues	5.3%
Commercial Mortgage-Backed	4.8%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
MFS Total Return—Class A	Actual	0.56	%	$	1,000.00	$	835.20	$	2.58
	Hypothetical	0.56	%	$	1,000.00	$	1,022.29	$	2.85
MFS Total Return—Class B	Actual	0.81	%	$	1,000.00	$	834.14	$	3.73
	Hypothetical	0.81	%	$	1,000.00	$	1,021.02	$	4.11
MFS Total Return—Class E	Actual	0.71	%	$	1,000.00	$	834.57	$	3.27
	Hypothetical	0.71	%	$	1,000.00	$	1,021.53	$	3.61
MFS Total Return—Class F	Actual	0.76	%	$	1,000.00	$	834.30	$	3.50
	Hypothetical	0.76	%	$	1,000.00	$	1,021.27	$	3.86

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—58.7% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—4.2%
Lockheed Martin Corp.	289,289	$	24,323,419
Northrop Grumman Corp.	255,766		11,519,701
United Technologies Corp. (a)	238,750		12,797,000
			48,640,120
Air Freight & Logistics—0.2%
United Parcel Service, Inc. (Class B) (a)	31,660		1,746,366
Auto Components—0.4%
Johnson Controls, Inc.	229,190		4,162,090
Beverages—2.0%
Diageo, Plc. (GBP)	512,726		7,132,289
Heineken NV (EUR)	47,700		1,465,515
Molson Coors Brewing Co. (a)	40,280		1,970,498
Pepsi Bottling Group, Inc.	10,200		229,602
PepsiCo, Inc.	174,755		9,571,331
The Coca-Cola Co.	70,030		3,170,258
			23,539,493
Biotechnology—0.2%
Genzyme Corp. (b)	39,460		2,618,960
Capital Markets—3.8%
Franklin Resources, Inc.	52,420		3,343,348
Invesco, Ltd.	82,070		1,185,091
Merrill Lynch & Co., Inc.	211,606		2,463,094
State Street Corp.	215,460		8,474,042
The Bank of New York Mellon Corp.	615,450		17,435,698
The Goldman Sachs Group, Inc.	137,240		11,581,683
			44,482,956
Chemicals—1.3%
Air Products & Chemicals, Inc. (a)	99,324		4,993,017
PPG Industries, Inc.	249,860		10,601,560
			15,594,577
Commercial Banks—1.2%
PNC Financial Services Group, Inc.	144,580		7,084,420
SunTrust Banks, Inc. (a)	24,704		729,756
Wells Fargo & Co.	198,500		5,851,780
			13,665,956
Communications Equipment—0.2%
Nokia OYJ (ADR)	122,040		1,903,824
Computers & Peripherals—1.2%
Hewlett-Packard Co.	91,230		3,310,737
International Business Machines Corp.	131,460		11,063,673
			14,374,410

Security Description	Shares	Value*
Diversified Financial Services—2.3%
Bank of America Corp.	539,064	$	7,590,021
JPMorgan Chase & Co.	625,500		19,722,015
			27,312,036
Diversified Telecommunication Services—2.8%
AT&T, Inc.	864,344		24,633,804
Embarq Corp.	166,146		5,974,610
Verizon Communications, Inc.	44,867		1,520,992
			32,129,406
Electric Utilities—1.9%
Allegheny Energy, Inc.	71,310		2,414,557
American Electric Power Co., Inc. (a)	91,270		3,037,466
Entergy Corp.	41,608		3,458,873
FPL Group, Inc.	168,060		8,458,460
PPL Corp.	170,266		5,225,463
			22,594,819
Electronic Equipment, Instruments & Components—0.2%
Agilent Technologies, Inc. (b)	108,420		1,694,605
Energy Equipment & Services—0.3%
Halliburton Co.	48,470		881,184
National Oilwell Varco, Inc. (b)	65,370		1,597,643
Noble Corp. (a)	39,840		880,066
			3,358,893
Food & Staples Retailing—1.8%
CVS Caremark Corp.	364,593		10,478,403
The Kroger Co.	168,030		4,437,672
Wal-Mart Stores, Inc.	59,540		3,337,812
Walgreen Co. (a)	133,370		3,290,238
			21,544,125
Food Products—1.8%
General Mills, Inc.	30,440		1,849,230
Groupe Danone (EUR) (a)	32,699		1,973,547
Kellogg Co.	61,540		2,698,529
Nestle S.A. (CHF)	311,966		12,295,384
The J. M. Smucker Co.	58,606		2,541,156
			21,357,846
Health Care Equipment & Supplies—0.2%
Zimmer Holdings, Inc. (b)	50,660		2,047,677
Health Care Providers & Services—0.5%
UnitedHealth Group, Inc.	78,080		2,076,928
WellPoint, Inc. (b)	78,110		3,290,774
			5,367,702

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Hotels, Restaurants & Leisure—0.2%
Royal Caribbean Cruises, Ltd. (a) (b)	187,220	$	2,574,275
Household Products—0.9%
Clorox Co.	66,040		3,669,182
Colgate-Palmolive Co.	26,900		1,843,726
Procter & Gamble Co.	86,312		5,335,808
			10,848,716
Independent Power Producers & Energy Traders—0.3%
NRG Energy, Inc. (a) (b)	139,220		3,248,003
Industrial Conglomerates—0.7%
3M Co. (a)	125,900		7,244,286
General Electric Co.	70,965		1,149,633
			8,393,919
Insurance—2.6%
AON Corp.	29,800		1,361,264
Genworth Financial, Inc. (Class A) (b)	160,460		454,102
Prudential Financial, Inc.	47,570		1,439,468
The Allstate Corp.	499,856		16,375,283
The Chubb Corp.	55,610		2,836,110
The Travelers Cos., Inc.	172,330		7,789,316
			30,255,543
Internet Software & Services—0.0%
Google, Inc. (Class A) (b)	1,560		479,934
IT Services—1.4%
Accenture, Ltd. (Class A)	208,299		6,830,124
Automatic Data Processing, Inc. (a)	90,580		3,563,417
The Western Union Co. (a)	179,110		2,568,438
Visa, Inc.	62,440		3,274,978
			16,236,957
Leisure Equipment & Products—0.2%
Hasbro, Inc. (a)	85,620		2,497,535
Life Sciences Tools & Services—0.2%
Waters Corp. (b)	67,740		2,482,671
Machinery—1.0%
Danaher Corp. (a)	104,190		5,898,196
Eaton Corp. (a)	111,090		5,522,284
			11,420,480
Media—1.6%
Omnicom Group, Inc.	258,400		6,956,128
The Walt Disney Co.	318,290		7,222,000
Time Warner Cable, Inc. (Class A) (a) (b)	134,270		2,880,091
WPP, Plc. (GBP)	320,043		1,865,608
			18,923,827

Security Description	Shares	Value*
Multi-Utilities—1.7%
CMS Energy Corp. (a)	70,710	$	714,878
Dominion Resources, Inc. (a)	154,582		5,540,219
PG&E Corp.	123,540		4,782,233
Public Service Enterprise Group, Inc.	209,150		6,100,906
Sempra Energy	67,680		2,885,198
			20,023,434
Multiline Retail—0.6%
Macy’s, Inc. (a)	524,740		5,431,059
Target Corp.	40,500		1,398,465
			6,829,524
Oil, Gas & Consumable Fuels—9.2%
Anadarko Petroleum Corp.	83,260		3,209,673
Apache Corp.	162,110		12,082,058
Chevron Corp.	170,546		12,615,288
ConocoPhillips	58,040		3,006,472
Devon Energy Corp.	132,110		8,680,948
EOG Resources, Inc.	47,660		3,173,203
Exxon Mobil Corp.	366,764		29,278,770
Hess Corp.	136,870		7,341,707
Marathon Oil Corp.	158,360		4,332,729
Occidental Petroleum Corp.	31,700		1,901,683
The Williams Cos., Inc. (a)	172,390		2,496,207
Total S.A. (ADR)	328,150		18,146,695
Ultra Petroleum Corp. (b)	22,960		792,350
			107,057,783
Pharmaceuticals—4.2%
Abbott Laboratories	44,218		2,359,915
GlaxoSmithKline, Plc. (GBP)	100,130		1,858,853
Johnson & Johnson	207,208		12,397,255
Merck & Co., Inc. (a)	442,273		13,445,099
Merck KGaA (EUR) (a)	24,940		2,267,483
Pfizer, Inc.	50,750		898,783
Roche Holding AG (CHF)	9,710		1,494,696
Wyeth	372,320		13,965,723
			48,687,807
Road & Rail—0.1%
Burlington Northern Santa Fe Corp. (a)	8,255		624,986
Semiconductors & Semiconductor Equipment—0.9%
Intel Corp. (a)	751,050		11,010,393
Software—1.4%
Oracle Corp. (a) (b)	941,770		16,697,582
Specialty Retail—0.7%
O’Reilly Automotive, Inc. (a) (b)	23,970		736,838
Staples, Inc. (a)	220,840		3,957,453
The Sherwin-Williams Co. (a)	58,160		3,475,060
			8,169,351

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares		Value*
Textiles, Apparel & Luxury Goods—0.7%
Nike, Inc. (a)		170,060	$	8,673,060
Thrifts & Mortgage Finance—0.1%
New York Community Bancorp, Inc. (a)		64,550		772,018
Tobacco—2.3%
Altria Group, Inc.		82,266		1,238,926
Lorillard, Inc.		75,930		4,278,655
Philip Morris International, Inc.		502,090		21,845,936
				27,363,517
Trading Companies & Distributors—0.5%
W.W. Grainger, Inc. (a)		76,650		6,043,086
Wireless Telecommunication Services—0.7%
América Movil S.A.B. de C.V. (ADR)		9,550		295,955
Rogers Communications, Inc. (CAD)		123,030		3,646,551
Vodafone Group, Plc. (GBP)		2,316,910		4,664,203
				8,606,709
Total Common Stock (Identified Cost $837,116,169)				686,056,971
Fixed Income—40.7%
Security Description	Face Amount		Value*
Aerospace & Defense—0.1%
BAE Systems Holdings, Inc. (144A) 5.200%, 08/15/15	$	1,718,000		1,598,084
Asset Backed—0.6%
Bayview Financial Revolving Mortgage Loan Trust (144A) 1.271%, 12/28/40 (c)		1,510,000		936,200
Capital Trust Re CDO, Ltd. (144A) 5.160%, 06/25/35 (f)		1,600,000		880,000
Connecticut RRB Special Purpose Trust CL&P 6.210%, 12/30/11 (c)		300,000		306,452
Countrywide Asset-Backed Certificates 4.575%, 07/25/35		2,496		2,414
4.823%, 08/25/35		30,592		29,607
5.689%, 10/25/36		930,000		524,139
GMAC Mortgage Corp. Loan Trust 5.805%, 10/25/36 (c)		1,077,000		370,216
Residential Funding Mortgage Securities II, Inc. 5.320%, 12/25/35		1,190,000		402,187
Small Business Administration Participation Certificates 4.350%, 07/01/23 (c)		1,378,075		1,365,858
4.770%, 04/01/24		69,757		70,315
4.950%, 03/01/25 (c)		433,977		440,642
4.990%, 09/01/24 (c)		234,204		238,464

Security Description	Face Amount		Value*
Asset Backed—(Continued)
Small Business Administration Participation Certificates 5.110%, 08/01/25 (c)	$	601,760	$	615,136
5.180%, 05/01/24 (c)		112,935		115,994
5.520%, 06/01/24 (c)		390,602		407,193
Structured Asset Securities Corp. 4.670%, 03/25/35		379,390		301,950
				7,006,767
Beverages—0.3%
Dr. Pepper Snapple Group, Inc. (144A) 6.120%, 05/01/13		430,000		423,566
6.820%, 05/01/18		533,000		525,726
Miller Brewing Co. (144A) 5.500%, 08/15/13		2,921,000		2,723,496
				3,672,788
Capital Markets—0.5%
Lehman Brothers Holdings, Inc. 6.500%, 07/19/17 (d)		1,540,000		154
Merrill Lynch & Co., Inc. 6.110%, 01/29/37		1,270,000		1,141,635
6.150%, 04/25/13		1,160,000		1,149,431
Morgan Stanley 5.750%, 10/18/16		1,156,000		971,355
6.750%, 04/15/11		1,180,000		1,161,033
The Goldman Sachs Group, Inc. 5.625%, 01/15/17		1,493,000		1,282,602
				5,706,210
Chemicals—0.1%
PPG Industries, Inc. 5.750%, 03/15/13		1,511,000		1,495,656
Collateralized-Mortgage Obligation—0.1%
BlackRock Capital Finance, L.P. (144A) 7.750%, 09/25/26		95,769		15,323
RAAC Series 4.971%, 09/25/34		752,000		541,459
				556,782
Commercial & Professional Services—0.3%
The Western Union Co. 5.400%, 11/17/11		2,140,000		2,056,923
Waste Management, Inc. 7.375%, 08/01/10		1,061,000		1,075,205
				3,132,128
Commercial Banks—0.5%
Bank One Corp. 8.000%, 04/29/27		100,000		107,204
BNP Paribas (144A) 7.195%, 12/31/49 (c)		500,000		317,857
Nordea Bank AB (144A) 5.424%, 12/29/49 (c)		359,000		164,177

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Commercial Banks—(Continued)
Royal Bank of Scotland Group, Plc. (144A) 6.990%, 10/29/49 (c)	$	360,000	$	168,313
U.S. Bancorp 7.500%, 06/01/26		400,000		414,300
Wachovia Corp. 5.250%, 08/01/14		3,334,000		3,105,668
WOORI Bank (144A) 6.125%, 05/03/16 (c)		2,620,000		1,885,352
				6,162,871
Commercial Mortgage-Backed Securities—2.0%
Bear Stearns Commercial Mortgage Securities 4.680%, 08/13/39		150,000		135,685
Chase Commercial Mortgage Securities Corp. 7.543%, 07/15/32		12,405		12,370
Citigroup Commercial Mortgage Trust 5.700%, 12/10/49 (c)		3,630,000		2,736,225
Credit Suisse Mortgage Capital Certificates 5.695%, 09/15/40 (c)		1,735,738		1,148,071
GE Capital Commercial Mortgage Corp. 5.338%, 03/10/44 (c)		1,000,000		506,655
General Electric Capital Assurance Co. (144A) 5.743%, 05/12/35		35,000		28,264
Greenwich Capital Commercial Funding Corp. 4.305%, 08/10/42		326,852		309,289
4.915%, 01/05/36 (c)		500,000		436,949
5.317%, 06/10/36 (c)		1,341,434		1,115,997
5.475%, 02/10/17		3,025,000		1,532,957
JPMorgan Chase Commercial Mortgage Securities Corp. 5.208%, 05/15/41 (c)		1,292,933		1,091,649
5.475%, 04/15/43 (c)		2,260,000		1,757,774
5.552%, 05/12/45		949,000		732,704
5.819%, 06/15/49 (c)		1,900,000		1,341,829
5.875%, 04/15/45 (c)		2,260,000		1,802,930
Merrill Lynch Mortgage Trust 5.829%, 07/12/17 (c)		929,000		162,890
Merrill Lynch/Countrywide Commercial Mortgage Trust 5.473%, 02/12/39 (c)		560,000		287,543
5.749%, 06/12/50 (c)		1,735,738		1,232,256
Morgan Stanley Capital I 5.150%, 06/13/41		250,000		222,084
Morgan Stanley Capital I (144A) 0.814%, 11/15/30 (c) (e)		6,760,720		113,648
Multi-Family Capital Access One, Inc. 6.650%, 01/15/24		107,496		107,343
Spirit Master Funding, LLC (144A) 5.050%, 07/20/23		1,263,090		935,786
Wachovia Bank Commercial Mortgage Trust 4.847%, 10/15/41		2,245,000		1,803,127
5.795%, 07/15/45 (c)		609,448		307,378

Security Description	Face Amount		Value*
Commercial Mortgage-Backed Securities—(Continued)
Wachovia Bank Commercial Mortgage Trust 5.903%, 02/15/51 (c)	$	3,000,000	$	2,168,025
5.957%, 06/15/45 (c)		1,530,000		793,577
				22,823,005
Construction & Engineering—0.1%
CRH America, Inc. 6.950%, 03/15/12		1,409,000		1,134,096
Consumer Finance—0.2%
American Express Co. 5.500%, 09/12/16		1,997,000		1,832,369
Capital One Financial Corp. 6.150%, 09/01/16		1,330,000		935,917
				2,768,286
Diversified Financial Services—2.1%
Bank of America Corp. 5.490%, 03/15/19		696,000		599,422
Citigroup, Inc. 5.000%, 09/15/14		1,105,000		971,938
DBS Capital Funding Corp. (144A) 7.657%, 03/31/49 (c)		1,190,000		1,187,539
Deutsche Telekom International Finance BV 5.750%, 03/23/16		1,003,000		960,110
Diageo Finance BV 5.500%, 04/01/13		2,140,000		2,127,656
EDP Finance BV (144A) 6.000%, 02/02/18		1,061,000		880,785
Enel Finance International S.A. (144A) 6.250%, 09/15/17 (a)		1,494,000		1,261,619
General Electric Capital Corp. 5.450%, 01/15/13 (a)		572,000		576,096
GG1C Funding Corp. (144A) 5.129%, 01/15/14		604,544		574,063
GlaxoSmithKline Capital, Inc. 4.850%, 05/15/13 (a)		546,000		547,669
HSBC Finance Corp. 5.250%, 01/14/11 (a)		1,300,000		1,260,371
JET Equipment Trust (144A) 11.440%, 11/01/14 (d) (f) (g)		300,000		0
MidAmerican Funding, LLC 6.927%, 03/01/29		699,000		638,722
MUFG Capital Finance I, Ltd. 6.346%, 07/29/49 (c)		1,711,000		1,192,093
Natixis (144A) 10.000%, 04/29/49 (c)		1,749,000		931,547
ORIX Corp. 5.480%, 11/22/11		2,170,000		1,630,271
PNC Funding Corp. 5.625%, 02/01/17		1,080,000		1,048,969
Spectra Energy Capital, LLC 8.000%, 10/01/19		1,253,000		1,300,295
Telecom Italia Capital S.A. 5.250%, 11/15/13		753,000		574,163

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Diversified Financial Services—(Continued)
UBS Preferred Funding Trust V 6.243%, 05/12/49 (c)	$	2,180,000	$	1,190,550
UFJ Finance Aruba AEC 6.750%, 07/15/13		1,320,000		1,290,165
Unicredit Luxembourg Finance S.A. (144A) 6.000%, 10/31/17		1,520,000		1,267,399
UniCredito Italiano Capital Trust II (144A) 9.200%, 10/05/49 (c)		1,412,000		540,206
W3A Funding Corp. 8.090%, 01/02/17		677,028		670,555
ZFS Finance USA Trust I (144A) 5.875%, 05/09/32 (c)		500,000		174,690
6.500%, 05/09/37 (c)		1,950,000		799,500
				24,196,393
Diversified Telecommunication Services—0.4%
France Telecom S.A. 7.750%, 03/01/11 (c)		346,000		364,097
Telefonica Europe BV 7.750%, 09/15/10		650,000		659,985
Verizon New York, Inc. 6.875%, 04/01/12		3,102,000		3,086,338
				4,110,420
Electric Utilities—1.1%
Bruce Mansfield Unit 6.850%, 06/01/34		2,390,000		1,905,354
Exelon Generation Co., LLC 6.950%, 06/15/11		2,478,000		2,405,392
FirstEnergy Corp. 6.450%, 11/15/11		2,426,000		2,293,191
Hydro-Quebec 6.300%, 05/11/11		1,600,000		1,699,018
MidAmerican Energy Holdings Co. 5.875%, 10/01/12		768,000		766,089
Oncor Electric Delivery Co. 7.000%, 09/01/22		1,825,000		1,705,295
PPL Energy Supply, LLC 6.400%, 11/01/11		100,000		98,359
PSEG Power, LLC 5.500%, 12/01/15		977,000		873,115
6.950%, 06/01/12		1,000,000		986,670
United Energy Distribution Holdings, Ltd. (144A) 5.450%, 04/15/16		50,000		56,830
				12,789,313
Electronic Equipment, Instruments & Components—0.1%
Tyco Electronics Group S.A. 6.550%, 10/01/17		1,385,000		1,163,957
Energy Equipment & Services—0.1%
Kinder Morgan Energy Partners, L.P. 6.750%, 03/15/11		1,202,000		1,169,115
7.750%, 03/15/32		625,000		547,704
				1,716,819

Security Description	Face Amount		Value*
Federal Agencies—18.3%
Federal Home Loan Mortgage Corp. 4.125%, 11/18/09	$	3,100,000	$	3,184,044
4.500%, 05/01/18		383,055		394,119
4.500%, 08/01/18		597,384		614,639
4.500%, 11/01/18		559,631		575,795
4.500%, 01/01/19		1,014,605		1,043,911
4.500%, 08/01/19		57,445		58,960
4.500%, 02/01/20		399,732		410,278
4.500%, 04/01/35		1,207,064		1,225,510
5.000%, 12/01/17		23,857		24,703
5.000%, 05/01/18		246,073		254,472
5.000%, 06/01/18		36,381		37,557
5.000%, 09/01/18		556,058		574,031
5.000%, 12/01/18		79,821		82,401
5.000%, 02/01/19		651,298		671,128
5.000%, 05/01/19		477,868		493,091
5.000%, 06/01/19		275,537		283,926
5.000%, 09/01/33		2,306,739		2,363,064
5.000%, 11/01/33		1,307,501		1,339,427
5.000%, 03/01/34		385,797		394,916
5.000%, 04/01/34		422,026		432,002
5.000%, 08/01/35		1,280,426		1,310,291
5.000%, 10/01/35		4,016,043		4,109,713
5.000%, 11/01/35		419,947		429,741
5.500%, 08/23/17 (a)		7,900,000		9,316,604
5.500%, 01/01/19		116,174		120,021
5.500%, 04/01/19		69,932		72,335
5.500%, 06/01/19		50,120		51,780
5.500%, 07/01/19		179,571		185,518
5.500%, 08/01/19		56,036		57,892
5.500%, 12/01/19		97,814		101,053
5.500%, 02/01/20		26,323		27,170
5.500%, 10/01/24		521,263		536,092
5.500%, 06/01/25		1,077,418		1,107,459
5.500%, 07/01/25		483,024		496,491
5.500%, 08/01/25		742,206		762,900
5.500%, 05/01/33		2,611,916		2,680,182
5.500%, 12/01/33		1,800,705		1,847,769
5.500%, 01/01/34		1,768,254		1,814,470
5.500%, 04/01/34		277,268		284,342
5.500%, 11/01/34		222,315		227,987
5.500%, 12/01/34		341,501		350,213
5.500%, 05/01/35		138,023		141,458
5.500%, 09/01/35		390,035		399,741
5.500%, 10/01/35		614,904		630,207
6.000%, 04/01/16		91,292		94,665
6.000%, 04/01/17		162,604		168,614
6.000%, 07/01/17		84,247		87,361
6.000%, 10/01/17		117,530		121,875
6.000%, 08/01/19		804,562		834,326
6.000%, 09/01/19		223,362		231,625
6.000%, 11/01/19		132,944		137,860
6.000%, 05/01/21		425,154		440,894
6.000%, 10/01/21		358,544		371,818
6.000%, 02/01/23		750,140		776,759
6.000%, 12/01/25		307,765		317,886

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal Home Loan Mortgage Corp. 6.000%, 02/01/26	$	317,790	$	328,241
6.000%, 04/01/34		179,438		185,249
6.000%, 07/01/34		658,631		679,961
6.000%, 08/01/34		3,757,080		3,878,758
6.000%, 09/01/34		81,573		84,215
6.000%, 07/01/35		357,290		368,526
6.000%, 08/01/35		435,931		449,640
6.000%, 11/01/35		1,071,899		1,105,609
6.000%, 03/01/36		487,640		502,899
6.000%, 10/01/36		775,719		800,842
6.000%, 01/01/37		250,897		258,749
6.000%, 03/01/37		663,114		683,827
6.000%, 05/01/37		1,684,884		1,737,513
6.000%, 06/01/37		1,275,387		1,315,225
6.500%, 05/01/34		141,228		147,011
6.500%, 06/01/34		186,610		194,248
6.500%, 08/01/34		803,842		836,750
6.500%, 10/01/34		697,677		727,982
6.500%, 11/01/34		404,815		421,387
6.500%, 05/01/37		410,922		427,272
6.500%, 07/01/37		1,712,601		1,780,741
Federal National Mortgage Association 3.000%, 07/12/10		787,000		811,142
4.010%, 08/01/13 (c)		146,350		144,660
4.021%, 08/01/13 (c)		583,021		577,479
4.500%, 04/01/18		428,293		440,530
4.500%, 06/01/18		988,253		1,016,489
4.500%, 07/01/18		1,217,798		1,252,592
4.500%, 03/01/19		641,055		657,768
4.500%, 06/01/19		2,345,231		2,406,374
4.500%, 04/01/20		538,884		552,933
4.500%, 07/01/20		291,491		299,091
4.500%, 11/01/20		288,075		295,226
4.500%, 08/01/33		2,014,089		2,047,504
4.500%, 02/01/35		500,672		508,665
4.500%, 09/01/35		686,112		696,638
4.589%, 05/01/14 (c)		834,349		841,854
4.630%, 04/01/14		363,538		366,986
4.700%, 03/01/15		609,473		615,650
4.751%, 04/01/13 (c)		78,053		79,339
4.840%, 08/01/14 (c)		891,927		909,418
4.845%, 06/01/13		91,458		93,209
4.872%, 02/01/14 (c)		651,801		664,380
4.880%, 03/01/20		442,093		451,280
4.921%, 04/01/15 (c)		2,076,669		2,122,388
4.940%, 08/01/15		50,000		50,345
5.000%, 11/01/17		652,210		675,329
5.000%, 02/01/18		2,622,238		2,715,110
5.000%, 12/01/18		1,688,026		1,742,585
5.000%, 06/01/19		366,757		377,923
5.000%, 07/01/19		913,988		941,816
5.000%, 11/01/19		177,291		182,689
5.000%, 07/01/20		958,992		986,991
5.000%, 08/01/20		217,127		223,466
5.000%, 11/01/33		1,217,202		1,245,972

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 5.000%, 03/01/34	$	1,345,830	$	1,377,410
5.000%, 04/01/34		382,637		391,442
5.000%, 05/01/34		429,873		439,765
5.000%, 08/01/34		467,098		477,846
5.000%, 09/01/34		1,631,485		1,669,027
5.000%, 12/01/34		249,052		254,783
5.000%, 01/01/35		473,754		484,655
5.000%, 06/01/35		1,996,998		2,041,703
5.000%, 07/01/35		5,619,402		5,745,200
5.000%, 08/01/35		1,027,390		1,050,390
5.000%, 08/01/36		497,678		508,820
5.370%, 02/01/13 (c)		381,256		390,213
5.370%, 05/01/18		630,000		608,098
5.466%, 11/01/15 (c)		430,254		451,890
5.500%, 11/01/17		1,015,721		1,051,580
5.500%, 12/01/17		184,462		190,975
5.500%, 01/01/18		665,997		689,509
5.500%, 02/01/18		593,554		614,138
5.500%, 06/01/19		746,693		771,654
5.500%, 07/01/19		628,709		649,725
5.500%, 08/01/19		184,909		191,090
5.500%, 09/01/19		643,664		665,180
5.500%, 01/01/21		292,408		301,909
5.500%, 03/01/21		81,633		84,221
5.500%, 02/01/33		612,786		629,663
5.500%, 04/01/33		231,448		237,823
5.500%, 05/01/33		52,373		53,816
5.500%, 06/01/33		1,922,885		1,975,846
5.500%, 07/01/33		2,496,202		2,564,954
5.500%, 11/01/33		1,906,728		1,959,244
5.500%, 12/01/33		279,187		286,876
5.500%, 01/01/34 (c)		438,557		450,636
5.500%, 01/01/34		700,434		719,726
5.500%, 02/01/34		1,621,665		1,666,096
5.500%, 03/01/34		192,172		197,407
5.500%, 04/01/34		516,951		530,866
5.500%, 05/01/34		2,158,048		2,216,137
5.500%, 06/01/34		2,730,149		2,803,637
5.500%, 07/01/34		1,505,381		1,545,904
5.500%, 08/01/34		1,099,378		1,128,971
5.500%, 09/01/34		5,297,009		5,439,593
5.500%, 10/01/34		4,829,116		4,959,104
5.500%, 11/01/34		6,217,630		6,384,993
5.500%, 12/01/34		2,797,839		2,873,150
5.500%, 01/01/35		2,140,783		2,198,407
5.500%, 02/01/35		328,228		337,063
5.500%, 04/01/35		491,565		504,489
5.500%, 07/01/35		473,584		486,036
5.500%, 08/01/35		591,437		606,987
5.500%, 09/01/35 (c)		1,449,503		1,487,614
6.000%, 05/15/11 (a)		1,473,000		1,628,082
6.000%, 07/01/16		329,087		342,865
6.000%, 01/01/17		502,533		523,258
6.000%, 02/01/17 (c)		395,005		411,543
6.000%, 07/01/17		614,707		640,442

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 6.000%, 08/01/17	$	67,038	$	69,803
6.000%, 09/01/17		342,534		356,660
6.000%, 03/01/18		55,198		57,475
6.000%, 11/01/18		331,207		345,073
6.000%, 01/01/21		332,065		344,981
6.000%, 02/01/21		356,140		369,992
6.000%, 05/01/21		189,912		197,299
6.000%, 11/01/25		152,705		157,579
6.000%, 02/01/32		1,445,556		1,495,083
6.000%, 03/01/34		120,390		124,709
6.000%, 04/01/34		1,911,746		1,973,137
6.000%, 05/01/34		164,286		169,529
6.000%, 06/01/34		1,895,754		1,956,263
6.000%, 07/01/34		2,232,343		2,303,594
6.000%, 08/01/34		5,024,202		5,184,562
6.000%, 10/01/34		1,864,398		1,923,906
6.000%, 11/01/34		272,833		281,542
6.000%, 12/01/34		131,158		135,344
6.000%, 04/01/35		73,773		76,047
6.000%, 08/01/35		389,029		401,021
6.000%, 09/01/35 (c)		540,120		558,806
6.000%, 10/01/35		742,518		765,406
6.000%, 11/01/35		330,974		341,176
6.000%, 12/01/35		1,098,944		1,132,818
6.000%, 02/01/36		1,368,444		1,410,552
6.000%, 04/01/36		2,359,744		2,432,112
6.000%, 06/01/36		610,902		629,700
6.000%, 07/01/36		358,915		369,922
6.000%, 03/01/37		670,234		690,751
6.000%, 07/01/37		912,429		940,359
6.330%, 03/01/11 (c)		162,660		170,758
6.500%, 06/01/31		346,089		362,204
6.500%, 07/01/31		155,155		162,380
6.500%, 08/01/31		97,008		101,525
6.500%, 09/01/31		449,052		469,961
6.500%, 02/01/32		430,576		450,625
6.500%, 05/01/32		156,262		163,049
6.500%, 07/01/32		792,042		827,908
6.500%, 08/01/32		730,209		761,927
6.500%, 01/01/33		299,920		312,948
6.500%, 04/01/34		641,401		668,624
6.500%, 06/01/34		204,655		213,161
6.500%, 08/01/34		252,543		263,040
6.500%, 03/01/36		758,599		788,824
6.500%, 04/01/36		333,636		346,929
6.500%, 05/01/36		525,080		546,002
6.500%, 02/01/37		1,671,494		1,737,998
6.500%, 04/01/37		540,786		562,303
6.500%, 05/01/37		883,822		918,988
6.500%, 06/01/37		451,957		469,939
6.500%, 07/01/37		755,175		785,222
6.625%, 09/15/09		3,886,000		4,044,875
7.500%, 10/01/29		85,014		90,045
7.500%, 02/01/30		51,573		54,679
7.500%, 11/01/31		187,422		198,519
7.500%, 02/01/32		55,576		58,882

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Government National Mortgage Association 4.500%, 07/20/33	$	125,505	$	126,861
4.500%, 09/15/33		537,152		549,434
4.500%, 09/20/33		65,056		65,759
4.500%, 12/20/34		65,335		66,079
4.500%, 03/20/35		322,343		326,155
5.000%, 07/20/33		246,743		253,358
5.000%, 03/15/34		234,434		241,234
5.000%, 06/15/34		395,252		406,717
5.000%, 12/15/34		228,701		235,335
5.000%, 06/15/35		88,349		90,857
5.500%, 11/15/32		653,833		676,153
5.500%, 08/15/33		2,673,590		2,763,185
5.500%, 12/15/33		1,013,242		1,047,542
5.500%, 09/15/34		956,349		987,799
5.500%, 10/15/35		285,144		294,432
6.000%, 12/15/28		191,612		198,945
6.000%, 12/15/31		186,566		193,355
6.000%, 03/15/32		9,714		10,058
6.000%, 10/15/32		724,342		750,027
6.000%, 01/15/33		113,959		117,928
6.000%, 02/15/33		6,031		6,241
6.000%, 04/15/33		739,363		765,118
6.000%, 08/15/33		7,491		7,752
6.000%, 07/15/34		565,777		585,044
6.000%, 09/15/34		473,044		489,152
6.000%, 01/20/35		281,651		290,454
6.000%, 02/20/35		142,342		146,790
6.000%, 04/20/35		234,437		241,765
6.000%, 01/15/38		1,140,421		1,178,900
				213,742,948
Food & Staples Retailing—0.2%
CVS Caremark Corp. 6.125%, 08/15/16		1,080,000		1,046,340
Wal-Mart Stores, Inc. 5.250%, 09/01/35		1,830,000		1,822,061
				2,868,401
Foreign Government—0.5%
Egypt Government AID Bonds 4.450%, 09/15/15		1,903,000		2,055,906
Israel Government International Bond 4.625%, 06/15/13		1,095,000		1,147,682
Province of Ontario Canada 5.000%, 10/18/11		2,170,000		2,281,169
				5,484,757
Government Agency—0.4%
California Educational Facilities Authority 5.000%, 03/15/39		730,000		728,817
Financing Corp. (FICO) 9.650%, 11/02/18		430,000		666,722
Massachusetts Bay Transportation Authority 5.250%, 07/01/33		1,190,000		1,191,618

*See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Government Agency—(Continued)
Massachusetts Health & Educational Facilities Authority 5.500%, 06/01/30	$	735,000	$	733,126
5.500%, 06/01/35		1,170,000		1,147,571
U.S. Department of Housing & Urban Development 7.498%, 08/01/11		98,000		101,744
				4,569,598
Health Care Equipment & Supplies—0.2%
Hospira, Inc. 5.550%, 03/30/12		530,000		502,158
6.050%, 03/30/17 (c)		1,847,000		1,500,167
				2,002,325
Health Care Providers & Services—0.1%
Cardinal Health, Inc. 5.800%, 10/15/16		793,000		717,410
HCA, Inc. 8.750%, 09/01/10		112,000		107,520
				824,930
Hotels, Restaurants & Leisure—0.1%
Marriott International, Inc. 6.375%, 06/15/17		1,290,000		899,549
Wyndham Worldwide Corp. 6.000%, 12/01/16		1,077,000		434,126
				1,333,675
Household Durables—0.1%
Fortune Brands, Inc. 5.125%, 01/15/11		1,435,000		1,378,326
Insurance—0.3%
American International Group, Inc. (144A) 8.250%, 08/15/18		660,000		483,066
Chubb Corp. 6.375%, 03/29/67 (c)		2,110,000		1,308,605
Everest Reinsurance Holdings, Inc. 8.750%, 03/15/10		100,000		94,381
ING Groep NV 5.775%, 12/29/49 (c)		1,250,000		535,365
OneBeacon U.S. Holdings, Inc. 5.875%, 05/15/13		735,000		534,925
The Allstate Corp. 5.550%, 05/09/35		1,236,000		1,005,606
				3,961,948
Machinery—0.2%
Atlas Copco AB (144A) 5.600%, 05/22/17		910,000		854,858
Kennametal, Inc. 7.200%, 06/15/12		1,284,000		1,247,479
				2,102,337

Security Description	Face Amount		Value*
Media—0.4%
CBS Corp. 6.625%, 05/15/11	$	1,485,000	$	1,315,980
COX Communications, Inc. 4.625%, 06/01/13		1,058,000		916,936
Hearst-Argyle Television, Inc. 7.500%, 11/15/27		200,000		169,786
News America Holdings, Inc. 8.500%, 02/23/25		722,000		710,544
Time Warner Entertainment Co., L.P. 8.375%, 07/15/33		1,240,000		1,251,320
				4,364,566
Metals & Mining—0.1%
ArcelorMittal 6.125%, 06/01/18		1,727,000		1,182,577
Multi-Utilities—0.1%
CenterPoint Energy Resources Corp. 7.875%, 04/01/13		1,293,000		1,197,698
Multiline Retail—0.0%
Macy’s Retail Holdings, Inc. 5.350%, 03/15/12		480,000		356,531
Office Electronics—0.1%
Xerox Corp. 5.500%, 05/15/12		820,000		687,201
Oil, Gas & Consumable Fuels—0.6%
Devon OEI Operating, Inc. 7.250%, 10/01/11		2,215,000		2,274,116
Enterprise Products Operating, LLC 6.500%, 01/31/19		908,000		763,916
Pemex Project Funding Master Trust 9.125%, 10/13/10		35,000		36,838
Ras Laffan Liquefied Natural Gas Co., Ltd. III (144A) 5.832%, 09/30/16		970,000		722,117
Valero Energy Corp. 6.875%, 04/15/12		2,023,000		2,034,389
Weatherford International, Inc. 6.350%, 06/15/17		480,000		409,649
Weatherford International, Ltd. 6.000%, 03/15/18		1,224,000		1,027,865
				7,268,890
Paper & Forest Products—0.0%
MeadWestvaco Corp. 6.850%, 04/01/12		35,000		31,620
Pharmaceuticals—0.1%
Allergan, Inc. 5.750%, 04/01/16		1,430,000		1,368,112

*See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Real Estate Investment Trusts—0.4%
Boston Properties, Inc. 5.000%, 06/01/15	$	200,000	$	125,941
HRPT Properties Trust 6.250%, 08/15/16		1,776,000		945,979
Prologis 5.750%, 04/01/16		1,743,000		869,258
Simon Property Group, L.P. 5.100%, 06/15/15		2,102,000		1,288,579
5.875%, 03/01/17		1,328,000		886,857
Vornado Realty, L.P. 4.750%, 12/01/10		530,000		476,886
				4,593,500
Road & Rail—0.1%
CSX Corp. 6.750%, 03/15/11		92,000		91,638
7.900%, 05/01/17		1,120,000		1,152,748
Norfolk Southern Corp. 7.050%, 05/01/37		360,000		376,460
				1,620,846
Specialty Retail—0.1%
Home Depot, Inc. 5.875%, 12/16/36		504,000		395,188
Limited Brands, Inc. 5.250%, 11/01/14		1,028,000		593,023
				988,211
Tobacco—0.3%
Altria Group, Inc. 9.700%, 11/10/18		1,600,000		1,729,328
Philip Morris International, Inc. 4.875%, 05/16/13		2,160,000		2,166,182
				3,895,510
U.S. Treasury—8.9%
U.S. Treasury Bonds 4.500%, 02/15/36 (a)		2,609,000		3,466,302
5.375%, 02/15/31 (a)		12,741,000		17,506,924
6.000%, 02/15/26 (a)		2,615,000		3,649,559
6.250%, 08/15/23		1,251,000		1,706,246
U.S. Treasury Notes 1.500%, 10/31/10 (a)		4,962,000		5,036,043
2.000%, 11/30/13 (a)		2,098,000		2,152,418
3.500%, 05/31/13 (a)		3,900,000		4,271,717
3.875%, 02/15/13 (a)		5,448,000		6,069,410
4.000%, 06/15/09 (a)		203,000		206,442
4.125%, 08/31/12 (a)		7,209,000		7,972,707
4.125%, 05/15/15 (a)		5,133,000		5,886,909
4.500%, 04/30/12		3,651,000		4,043,483
4.500%, 11/15/15 (a)		800,000		948,750
4.750%, 08/15/17 (a)		7,877,000		9,417,938
5.125%, 06/30/11 (a)		764,000		845,593

Security Description	Face Amount		Value*
U.S. Treasury—(Continued)
U.S. Treasury Notes 6.500%, 02/15/10 (a)	$	29,404,000	$	31,363,512
				104,543,953
Wireless Telecommunication Services—0.2%
AT&T Mobility, LLC 6.500%, 12/15/11		900,000		903,596
Rogers Communications, Inc. 6.800%, 08/15/18		1,483,000		1,498,469
				2,402,065
Yankee—0.3%
Nexen, Inc. 5.875%, 03/10/35		462,000		347,834
Petro-Canada 6.050%, 05/15/18		1,664,000		1,371,420
StatoilHydro ASA 7.750%, 06/15/23		100,000		113,746
Telus Corp. 8.000%, 06/01/11		1,918,000		1,907,620
				3,740,620
Total Fixed Income (Identified Cost $497,463,504)				476,544,720
Short Term Investments—10.2%
Mutual Funds—10.0%
State Street Navigator Securities Lending Prime Portfolio (h)		117,055,252		117,055,252
Repurchase Agreement—0.2%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $1,995,001 on 01/02/09, collateralized by $2,015,000 Federal Home Loan Bank at 2.730% due 06/10/09 with a value of $2,037,770.		1,995,000		1,995,000
Total Short Term Investments (Identified Cost $119,050,252)				119,050,252
Total Investments—109.6% (Identified Cost $1,453,629,925) (i)				1,281,651,943
Liabilities in excess of other assets				(112,787,500	)
Total Net Assets—100%			$	1,168,864,443

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $115,268,677 and the collateral received consisted of cash in the amount of $117,055,252. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

*See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2008

(c) Variable or Floating Rate Security. Rate disclosed is as of December 31, 2008.

(d) Non-Income Producing; Defaulted Bond.

(e) Interest Only Certificate. This security receives monthly interest payments but is not entitled to principal payments.

(f) Security was valued in good faith under procedures established by the Board of Directors.

(g) Zero Valued Security.

(h) Represents investment of cash collateral received from securities lending transactions.

(i) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,495,862,889 and the composition of unrealized appreciation and depreciation of investment securities was $24,101,724 and $(238,312,670), respectively.

(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2008, the market value of 144A securities was $20,450,011, which is 1.7% of total net assets.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

(CAD)— Canadian Dollar

(CHF)— Swiss Franc

(EUR)— Euro

(GBP)— British Pound

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	895,827,290	$	0
Level 2 - Other Significant Observable Inputs		383,072,667		0
Level 3 - Significant Unobservable Inputs		2,751,986		0
Total	$	1,281,651,943	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments In Securities			Other Financial Instruments
Balance as of January 1, 2008	$	2,044,798		$	0
Transfers In (Out) of Level 3		1,346,750			0
Accrued discounts/premiums		0			0
Realized Gain (Loss)		245			0
Change in unrealized appreciation (depreciation)		(620,791	)		0
Net Purchases (Sales)		(19,016	)		0
Balance as of December 31, 2008	$	2,751,986			0

*See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	1,281,651,943
Cash				4,157
Receivable for:
Securities sold				1,742,621
Fund shares sold				276,805
Accrued interest and dividends				6,572,932
Foreign taxes				46,490
Total Assets				1,290,294,948
Liabilities
Payable for:
Securities purchased	$	1,371,687
Fund shares redeemed		2,211,175
Withholding taxes		3,332
Collateral for securities loaned		117,055,252
Accrued expenses:
Management fees		527,727
Service and distribution fees		169,752
Deferred directors’ fees		31,906
Other expenses		59,674
Total Liabilities				121,430,505
Net Assets			$	1,168,864,443
Net assets consists of:
Capital paid in			$	1,511,064,117
Undistributed net investment income				47,646,451
Accumulated net realized losses				(217,866,868	)
Unrealized depreciation on investments and foreign currency				(171,979,257	)
Net Assets			$	1,168,864,443
Computation of offering price:
Class A
Net asset value and redemption price per share ($177,741,840 divided by 1,651,045 shares outstanding)			$	107.65
Class B
Net asset value and redemption price per share ($161,732,409 divided by 1,518,130 shares outstanding)			$	106.53
Class E
Net asset value and redemption price per share ($40,104,128 divided by 374,236 shares outstanding)			$	107.16
Class F
Net asset value and redemption price per share ($789,286,066 divided by 7,386,466 shares outstanding)			$	106.86
(a) Identified cost of investments			$	1,453,629,925
(b) Includes cash collateral for securities loaned of			$	117,055,252

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	22,467,390	(a)
Interest					34,507,031	(b)
					56,974,421
Expenses
Management fees	$	8,186,097
Service and distribution fees—Class B		505,605
Service and distribution fees—Class E		84,081
Service and distribution fees—Class F		2,110,855
Directors’ fees and expenses		22,890
Custodian		293,528
Audit and tax services		38,968
Legal		26,697
Printing		242,147
Insurance		21,684
Miscellaneous		26,608
Total expenses		11,559,160
Expense reductions		(224,429	)		11,334,731
Net Investment Income					45,639,690
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(165,528,429	)
Foreign currency transactions—net		56,794			(165,471,635	)
Change in unrealized depreciation on:
Investments—net		(255,111,401	)
Foreign currency transactions—net		(1,140	)		(255,112,541	)
Net loss					(420,584,176	)
Net Decrease in Net Assets From Operations				$	(374,944,486	)

(a) Net of foreign taxes of $250,875.

(b) Includes income on securities loaned of $1,727,257.

See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	45,639,690		$	51,562,798
Net realized gain (loss)		(165,471,635	)		109,835,876
Unrealized depreciation		(255,112,541	)		(78,818,377	)
Increase (decrease) in net assets from operations		(374,944,486	)		82,580,297
From Distributions to Shareholders
Net investment income
Class A		(8,242,746	)		(6,077,127	)
Class B		(6,933,300	)		(4,271,221	)
Class E		(2,019,738	)		(1,741,399	)
Class F		(37,319,916	)		(27,365,987	)
		(54,515,700	)		(39,455,734	)
Net realized gain
Class A		(17,741,215	)		(9,194,580	)
Class B		(16,174,203	)		(7,330,189	)
Class E		(4,559,937	)		(2,813,723	)
Class F		(85,690,529	)		(46,173,029	)
		(124,165,884	)		(65,511,521	)
Total distributions		(178,681,584	)		(104,967,255	)
Decrease in net assets from capital share transactions		(136,675,245	)		(92,438,567	)
Net decrease in net assets		(690,301,315	)		(114,825,525	)
Net Assets
Beginning of the period		1,859,165,758			1,973,991,283
End of the period	$	1,168,864,443		$	1,859,165,758
Undistributed Net Investment Income
End of the period	$	47,646,451		$	54,123,170

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	369,060		$	41,819,796		285,406		$	44,679,626
Reinvestments	193,089			25,983,961		98,527			15,271,707
Redemptions	(621,960	)		(74,091,292	)	(460,811	)		(72,109,670	)
Net decrease	(59,811	)	$	(6,287,535	)	(76,878	)	$	(12,158,337	)
Class B
Sales	236,146		$	30,497,195		536,030		$	83,546,125
Reinvestments	173,207			23,107,503		75,442			11,601,410
Redemptions	(418,494	)		(52,728,935	)	(442,313	)		(68,803,892	)
Net increase (decrease)	(9,141	)	$	875,763		169,159		$	26,343,643
Class E
Sales	26,795		$	3,521,259		191,657		$	30,163,464
Reinvestments	49,065			6,579,675		29,485			4,555,122
Redemptions	(179,718	)		(23,391,550	)	(290,620	)		(45,525,263	)
Net decrease	(103,858	)	$	(13,290,616	)	(69,478	)	$	(10,806,677	)
Class F
Sales	552,104		$	72,028,264		529,936		$	82,534,533
Reinvestments	919,636			123,010,445		477,092			73,539,016
Redemptions	(2,474,872	)		(313,011,566	)	(1,617,157	)		(251,890,745	)
Net decrease	(1,003,132	)	$	(117,972,857	)	(610,129	)	$	(95,817,196	)
Decrease derived from capital share transactions			$	(136,675,245	)			$	(92,438,567	)

See accompanying notes to financial statements.

MSF-16

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	154.53		$	156.45		$	147.99		$	147.96		$	138.13
Income From Investment Operations
Net investment income		4.08	(a)		4.40	(a)		4.32			3.84			3.60
Net realized and unrealized gain (loss) of investments		(35.15	)		2.49			13.06			0.46			11.53
Total from investment operations		(31.07	)		6.89			17.38			4.30			15.13
Less Distributions
Distributions from net investment income		(5.02	)		(3.51	)		(5.49	)		(2.61	)		(4.52	)
Distributions from net realized capital gains		(10.79	)		(5.30	)		(3.43	)		(1.66	)		(0.78	)
Total distributions		(15.81	)		(8.81	)		(8.92	)		(4.27	)		(5.30	)
Net Asset Value, End of Period	$	107.65		$	154.53		$	156.45		$	147.99		$	147.96
Total Return (%)		(22.2	)		4.4			12.2			3.1			11.3
Ratio of operating expenses to average net assets before expense reductions (%)		0.58			0.58			0.59			0.66			0.64
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.56			0.57			0.58			0.65			0.63
Ratio of net investment income to average net assets (%)		3.15			2.80			2.74			2.53			2.60
Portfolio turnover rate (%)		52			58			55			47			89
Net assets, end of period (000)	$	177,742		$	264,376		$	279,698		$	261,653		$	268,870

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	153.05		$	155.02		$	146.58		$	146.59		$	136.93
Income From Investment Operations
Net investment income		3.72	(a)		3.97	(a)		3.71			2.75			3.64
Net realized and unrealized gain (loss) of investments		(34.82	)		2.45			13.15			1.16			11.01
Total from investment operations		(31.10	)		6.42			16.86			3.91			14.65
Less Distributions
Distributions from net investment income		(4.63	)		(3.09	)		(4.99	)		(2.26	)		(4.21	)
Distributions from net realized capital gains		(10.79	)		(5.30	)		(3.43	)		(1.66	)		(0.78	)
Total distributions		(15.42	)		(8.39	)		(8.42	)		(3.92	)		(4.99	)
Net Asset Value, End of Period	$	106.53		$	153.05		$	155.02		$	146.58		$	146.59
Total Return (%)		(22.3	)		4.1			11.9			2.9			11.0
Ratio of operating expenses to average net assets before expense reductions (%)		0.83			0.83			0.84			0.91			0.89
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.81			0.82			0.83			0.90			0.88
Ratio of net investment income to average net assets (%)		2.90			2.56			2.50			2.29			2.39
Portfolio turnover rate (%)		52			58			55			47			89
Net assets, end of period (000)	$	161,732		$	233,742		$	210,529		$	158,528		$	103,373

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-17

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004(c)
Net Asset Value, Beginning of Period	$	153.85		$	155.83		$	147.36		$	147.29		$	135.61
Income From Investment Operations
Net investment income		3.88	(a)		4.14	(a)		4.27			3.46			2.33
Net realized and unrealized gain (loss) of investments		(35.00	)		2.46			12.81			0.60			9.35
Total from investment operations		(31.12	)		6.60			17.08			4.06			11.68
Less Distributions
Distributions from net investment income		(4.78	)		(3.28	)		(5.18	)		(2.33	)		0.00
Distributions from net realized capital gains		(10.79	)		(5.30	)		(3.43	)		(1.66	)		0.00
Total distributions		(15.57	)		(8.58	)		(8.61	)		(3.99	)		0.00
Net Asset Value, End of Period	$	107.16		$	153.85		$	155.83		$	147.36		$	147.29
Total Return (%)		(22.3	)		4.2			12.0			3.0			8.6	(d)
Ratio of operating expenses to average net assets before expense reductions (%)		0.73			0.73			0.74			0.81			0.79	(e)
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.71			0.72			0.73			0.80			0.78	(e)
Ratio of net investment income to average net assets (%)		2.98			2.65			2.57			2.38			2.57	(e)
Portfolio turnover rate (%)		52			58			55			47			89
Net assets, end of period (000)	$	40,104		$	73,557		$	85,327		$	90,637		$	89,519

	Class F
	Year ended December 31,
	2008			2007			2006(c)
Net Asset Value, Beginning of Period	$	153.46		$	155.39		$	143.80
Income From Investment Operations
Net investment income		3.80	(a)		4.08	(a)		2.69
Net realized and unrealized gain (loss) on investments		(34.91	)		2.43			8.90
Total from investment operations		(31.11	)		6.51			11.59
Less Distributions
Distributions from net investment income		(4.70	)		(3.14	)		0.00
Distributions from net realized capital gains		(10.79	)		(5.30	)		0.00
Total distributions		(15.49	)		(8.44	)		0.00
Net Asset Value, End of Period	$	106.86		$	153.46		$	155.39
Total Return (%)		(22.3	)		4.2			8.1	(d)
Ratio of operating expenses to average net assets before expense reductions (%)		0.78			0.78			0.79	(e)
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.76			0.77			0.78	(e)
Ratio of net investment income to average net assets (%)		2.94			2.60			2.67	(e)
Portfolio turnover rate (%)		52			58			55
Net assets, end of period (000)	$	789,286		$	1,287,491		$	1,398,437

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) Commencement of operations was April 26, 2004 and May 2, 2006 for Classes E and F, respectively.

(d) Periods less than one year are not computed on an annualized basis.

(e) Computed on an annualized basis.

See accompanying notes to financial statements.

MSF-18

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The MFS Total Return Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B, Class E and Class F. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B, Class E and Class F shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-19

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”).

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-20

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-21

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

High Yield Securities:

The Portfolio may invest in high yield instruments that are subject to certain credit and market risks. The yields of high yield instruments reflect, among other things, perceived credit risk. The Portfolio’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading.

Mortgage-Backed Securities:

The Portfolio invests a portion of its assets in securities of issuers that hold mortgage and asset backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain issuers held by the Portfolio. At December 31, 2008, the Portfolio held securities of issuers that hold mortgage and asset backed securities and direct investments in mortgage and asset backed securities (excluding federal agencies) with an aggregate value of $30,386,554 (representing 2.6% of the Portfolio’s total net assets).

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had capital loss carryforwards as follows:

Expiring 12/31/16	Expiring 12/31/09		Total
$85,128,576	$	10,856,151	$	95,984,727

The utilization of the capital loss carryforward acquired as part of a merger may be limited under Section 382 of the Internal Revenue Code.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$70,504,822	$	41,790,578	$	108,176,762	$	63,176,677	$	—	$	—	$	178,681,584	$	104,967,255

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$47,643,404	$	—	$	(214,212,220	)	$	(95,984,727	)	$	(262,553,543	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(79,649,179	)

MSF-22

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$126,400,520	$	665,517,335	$	283,018,063	$	722,584,208

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$8,186,097	0.600%	Of the first $250 million
	0.550%	Of the next $500 million
	0.500%	On amounts in excess of $750 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Massachusetts Financial Services Co. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, E and F shares. Under the Distribution and Service Plan, the Class B, E and F shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, E and F shares. The fees under the Distribution and Service Plan for each applicable class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares, 0.15% per year for Class E shares and 0.20% per year for Class F shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the

MSF-23

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-24

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the MFS Total Return Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MFS Total Return Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 25, 2009

MSF-25

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-26

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-27

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-28

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-29

Metropolitan Series Fund, Inc.

MFS Total Return Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-30

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-31

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. MFS^® Value Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Managed by Massachusetts Financial Services Company

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

Massachusetts Financial Services Co. became the subadviser to the Portfolio, and the Portfolio changed its investment objective and principal investment strategies, on January 7, 2008, prior to which the Portfolio was named Harris Oakmark Large Cap Value Portfolio and was subadvised by Harris Associates L.P. On April 28, 2008, the MFS Value Portfolio of the Met Investors Series Trust (the “MIST MFS Value Predecessor”) merged with and into the Portfolio. Prior to the merger, the MIST MFS Value Predecessor had succeeded to the operations of the MFS Value Portfolio of the Travelers Series Trust (the “TST MFS Value Predecessor”) on May 1, 2006. Because the MIST MFS Value Predecessor was the accounting survivor of the merger with and into the Portfolio, the performance information set forth below and in the performance table on the following page reflects the management of MFS in the MIST MFS Value Predecessor and the TST MFS Value Predecessor, but not for the Portfolio.

For the twelve-month period ended December 31, 2008, the Class A shares of the MFS Value Portfolio returned -32.5%, compared to its benchmark, the Russell 1000 Value Index¹, which returned -36.8%. The average return of its peer group, the Lipper Variable Insurance Products² Large Cap Value Funds Universe, was -37.1% over the same period.

PORTFOLIO REVIEW

The U.S. economy and financial markets experienced significant deterioration and extraordinary volatility over the reporting period. U.S. economic growth slowed significantly, despite the short-term bounce from the second quarter fiscal stimulus. Strong domestic headwinds included accelerated deterioration in the housing market, anemic corporate investment, a markedly weaker job market, and a much tighter credit environment. During the second half of the year, a seemingly continuous series of tumultuous financial events hammered markets, including: the distressed sale of failing Bear Stearns to JPMorgan, the conservatorship of Government Sponsored Enterprises (GSEs) Fannie Mae and Freddie Mac, the bankruptcy of investment bank Lehman Brothers, the Federal Reserve Bank’s complex intervention of insurance company American International Group (AIG), the nationalization of several large European banks, the failure of Washington Mutual, and the distressed sale of Wachovia. As a result of this barrage of turbulent news, global equity markets pushed significantly lower and credit markets witnessed the worst dislocation since the beginning of the credit crisis.

While reasonably resilient during the first half of the year, the global economy and financial system increasingly experienced considerable negative spillovers from the U.S. slowdown. Not only did Europe and Japan show obvious signs of economic softening, the more powerful engine of global growth—emerging markets—also began to display weakening dynamics.

During the reporting period, the U.S. Federal Reserve Board cut interest rates aggressively and introduced a multitude of new lending facilities to alleviate ever-tightening credit markets, while the U.S. federal government moved quickly to design and implement a meaningful fiscal stimulus package. Although several other global central banks also cut rates, the dilemma of rising energy and food prices heightened concerns among central bankers that inflationary expectations might become unhinged despite weaker growth. Only late in the year did slowing global growth result in a precipitous decline in commodity prices, which began to ease inflation and inflationary expectations. As inflationary concerns diminished in the face of global deleveraging, and equity and credit markets deteriorated more sharply, a coordinated rate cut marked the beginning of much more aggressive easing by the major global central banks.

Strong stock selection in the industrial goods and services sector boosted performance relative to the Russell 1000 Value Index. Not holding poor-performing diversified industrial conglomerate General Electric and the Portfolio’s position in defense contractor Lockheed Martin, which is not a benchmark constituent, were key factors in this result.

The Portfolio’s underweighted positioning in the financial services sector also aided relative performance. Not holding insurance firm American International Group (AIG) and financial services firm Wachovia helped as both these securities underperformed the benchmark. Positioning in international financial conglomerate Citigroup also bolstered relative returns.

Stock selection in the technology sector helped relative results. The Portfolio’s holdings of enterprise software products maker Oracle helped relative performance over the reporting period.

Top relative contributors in other sectors included tobacco company Philip Morris, management consulting firm Accenture, and paint producer Sherwin Williams. Not holding poor-performing precious metals company Freeport-McMoran also strengthened relative performance.

Stock selection and an underweighted position in the health care sector was the primary detractor from performance. The Portfolio’s avoidance of biotechnology firm Amgen, its underweighted position in pharmaceutical giant Pfizer and its ownership of health insurance provider UnitedHealth Group held back relative results.

Elsewhere, an underweighted position in integrated oil and gas company Exxon Mobil and telecommunications provider Verizon hindered relative results. Not holding financial services firm Wells Fargo for a majority of the period weighed on the Portfolio’s results. Additionally, the Portfolio’s positions in insurance company Genworth Financial, financial services firm Goldman Sachs, cruise line operator Royal Caribbean and investment management firm UBS also dampened relative results.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 1000^® Value Index is an unmanaged measure of the largest capitalized U.S. domiciled companies with a less than average growth orientation. Companies in this Index generally have a low price-to-book and price-to-earnings ratio, higher divided yields and lower forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

MFS Value Portfolio

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 VALUE INDEX

Average Annual Returns as of December 31, 2008

	MFS Value Portfolio						Russell 1000 Value Index
	Class A		Class B		Class E
1 Year	-32.5	%	—		—		-36.8	%
5 Year	1.7		—		—		-0.8
10 Year	3.4		—		—		1.4
Since Inception	—		-29.6	%	-29.6	%	—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 7/20/98, 4/28/08 and 4/28/08, respectively. Since inception returns for Class B and E displayed above are not annualized.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Lockheed Martin Corp.	4.5%
Philip Morris International, Inc.	4.0%
AT&T, Inc.	3.8%
The Allstate Corp.	3.3%
Total S.A. (ADR)	3.3%
Oracle Corp.	2.7%
Exxon Mobil Corp.	2.6%
The Bank of New York Mellon Corp.	2.3%
Chevron Corp.	2.3%
Northrop Grumman Corp.	2.2%

Top Sectors

	% of Equity Market Value
Financial	17.5%
Energy	15.2%
Utilities & Communications	11.7%
Consumer Staples	11.5%
Industrial Goods & Services	10.9%
Health Care	8.1%
Technology	7.3%
Leisure	4.1%
Retailing	3.8%
Basic Materials	3.5%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
MFS Value—Class A(a)	Actual	0.72	%	$	1,000.00	$	756.12	$	3.18
	Hypothetical	0.72	%	$	1,000.00	$	1,021.47	$	3.66
MFS Value—Class B(a)	Actual	0.97	%	$	1,000.00	$	754.08	$	4.28
	Hypothetical	0.97	%	$	1,000.00	$	1,020.20	$	4.93
MFS Value—Class E(a)	Actual	0.87	%	$	1,000.00	$	754.90	$	3.84
	Hypothetical	0.87	%	$	1,000.00	$	1,020.71	$	4.42

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—98.4% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—8.5%
Lockheed Martin Corp.	317,850	$	26,724,828
Northrop Grumman Corp.	292,880		13,191,315
United Technologies Corp.	188,190		10,086,984
			50,003,127
Auto Components—0.5%
Johnson Controls, Inc.	160,860		2,921,218
Beverages—3.1%
Diageo, Plc. (GBP)	531,010		7,386,629
Molson Coors Brewing Co. (a)	66,570		3,256,604
Pepsi Bottling Group, Inc.	24,920		560,949
PepsiCo, Inc.	128,380		7,031,373
			18,235,555
Capital Markets—7.2%
Franklin Resources, Inc.	86,020		5,486,355
Invesco, Ltd.	65,040		939,178
Merrill Lynch & Co., Inc.	224,010		2,607,476
State Street Corp.	226,860		8,922,404
The Bank of New York Mellon Corp.	480,906		13,624,067
The Goldman Sachs Group, Inc.	124,990		10,547,906
			42,127,386
Chemicals—2.5%
Air Products & Chemicals, Inc.	85,460		4,296,074
PPG Industries, Inc.	244,210		10,361,830
			14,657,904
Commercial Banks—1.7%
PNC Financial Services Group, Inc.	100,730		4,935,770
SunTrust Banks, Inc.	40,770		1,204,346
Wells Fargo & Co.	127,160		3,748,677
			9,888,793
Computers & Peripherals—2.2%
Hewlett-Packard Co.	110,330		4,003,876
International Business Machines Corp.	109,400		9,207,104
			13,210,980
Diversified Financial Services—2.7%
Bank of America Corp.	361,827		5,094,524
JPMorgan Chase & Co.	341,180		10,757,406
			15,851,930
Diversified Telecommunication Services—4.3%
AT&T, Inc.	789,310		22,495,335
Verizon Communications, Inc.	73,460		2,490,294
			24,985,629
Electric Utilities—2.7%
Entergy Corp.	57,440		4,774,987
FPL Group, Inc.	112,150		5,644,510

Security Description	Shares	Value*
Electric Utilities—(Continued)
PPL Corp.	173,400	$	5,321,646
			15,741,143
Electronic Equipment, Instruments & Components—0.2%
Agilent Technologies, Inc. (b)	89,460		1,398,260
Energy Equipment & Services—0.5%
National Oilwell Varco, Inc. (b)	109,690		2,680,824
Food & Staples Retailing—1.6%
CVS Caremark Corp.	247,338		7,108,494
The Kroger Co.	76,820		2,028,816
			9,137,310
Food Products—2.3%
Kellogg Co.	58,140		2,549,439
Nestle S.A. (CHF)	224,608		8,852,380
The J. M. Smucker Co.	46,800		2,029,248
			13,431,067
Health Care Providers & Services—0.2%
WellPoint, Inc. (b)	32,630		1,374,702
Hotels, Restaurants & Leisure—0.6%
Royal Caribbean Cruises, Ltd. (a) (b)	276,770		3,805,587
Household Products—1.2%
Procter & Gamble Co.	114,595		7,084,263
Industrial Conglomerates—1.0%
3M Co.	106,800		6,145,272
Insurance—6.0%
AON Corp.	48,320		2,207,257
Genworth Financial, Inc. (Class A) (b)	405,220		1,146,773
Prudential Financial, Inc.	117,220		3,547,077
The Allstate Corp.	593,430		19,440,767
The Chubb Corp.	148,920		7,594,920
The Travelers Cos., Inc.	28,610		1,293,172
			35,229,966
IT Services—3.0%
Accenture, Ltd. (Class A)	324,590		10,643,306
Automatic Data Processing, Inc. (a)	51,930		2,042,926
The Western Union Co.	179,870		2,579,336
Visa, Inc. (a)	44,320		2,324,584
			17,590,152
Leisure Equipment & Products—0.2%
Hasbro, Inc. (a)	43,580		1,271,229
Life Sciences Tools & Services—0.4%
Waters Corp. (b)	65,620		2,404,973

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Machinery—1.7%
Danaher Corp. (a)	87,780	$	4,969,226
Eaton Corp. (a)	96,200		4,782,102
			9,751,328
Media—3.2%
Omnicom Group, Inc. (a)	275,070		7,404,884
The Walt Disney Co. (a)	370,371		8,403,718
WPP, Plc. (GBP)	520,478		3,033,992
			18,842,594
Multi-Utilities—2.9%
Dominion Resources, Inc.	232,204		8,322,191
PG&E Corp.	111,940		4,333,197
Public Service Enterprise Group, Inc.	158,480		4,622,862
			17,278,250
Multiline Retail—0.5%
Macy’s, Inc. (a)	267,380		2,767,383
Oil, Gas & Consumable Fuels—14.7%
Apache Corp.	108,020		8,050,731
Chevron Corp.	184,024		13,612,255
ConocoPhillips (a)	95,067		4,924,471
Devon Energy Corp.	126,810		8,332,685
EOG Resources, Inc.	78,360		5,217,209
Exxon Mobil Corp.	194,910		15,559,665
Hess Corp.	125,870		6,751,667
Marathon Oil Corp.	67,220		1,839,139
Occidental Petroleum Corp.	52,780		3,166,272
Total S.A. (ADR) (a)	347,410		19,211,773
			86,665,867
Pharmaceuticals—7.5%
Abbott Laboratories	70,190		3,746,040
GlaxoSmithKline, Plc. (GBP)	164,540		3,054,586
Johnson & Johnson	153,720		9,197,068
Merck & Co., Inc. (a)	380,180		11,557,472
Pfizer, Inc.	120,720		2,137,951
Roche Holding AG (CHF)	15,750		2,424,456
Wyeth	316,560		11,874,166
			43,991,739
Road & Rail—0.3%
Burlington Northern Santa Fe Corp. (a)	20,090		1,521,014
Semiconductors & Semiconductor Equipment—2.0%
Intel Corp. (a)	813,060		11,919,460
Software—2.7%
Oracle Corp. (a) (b)	911,530		16,161,427

Security Description	Shares		Value*
Specialty Retail—1.4%
Staples, Inc. (a)		138,240	$	2,477,261
The Sherwin-Williams Co. (a)		95,010		5,676,847
				8,154,108
Textiles, Apparel & Luxury Goods—1.4%
Nike, Inc.		158,130		8,064,630
Tobacco—4.9%
Altria Group, Inc.		133,950		2,017,287
Lorillard, Inc.		56,530		3,185,465
Philip Morris International, Inc.		544,990		23,712,515
				28,915,267
Trading Companies & Distributors—0.7%
W.W. Grainger, Inc.		55,180		4,350,391
Wireless Telecommunication Services—1.9%
América Movil S.A.B. de C.V. (ADR)		15,590		483,134
Rogers Communications, Inc. (CAD)		103,250		3,060,281
Vodafone Group, Plc. (GBP)		3,744,535		7,538,175
				11,081,590
Total Common Stock (Identified Cost $782,800,604)				578,642,318
Short Term Investments—8.0%
Security Description	Shares/Face Amount		Value*
Mutual Funds—6.6%
State Street Navigator Securities Lending Prime Portfolio (c)		38,463,268		38,463,268
Repurchase Agreement—1.4%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $8,233,005 on 01/02/09, collateralized by $8,400,000 U.S. Treasury Bill due 02/19/09 with a value of $8,400,000.	$	8,233,000		8,233,000
Total Short Term Investments (Identified Cost $46,696,268)				46,696,268
Total Investments—106.4% (Identified Cost $829,496,872) (d)				625,338,586
Liabilities in excess of other assets				(37,499,628	)
Total Net Assets—100%			$	587,838,958

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $38,162,398 and the collateral received consisted of cash in the amount of $38,463,268. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Schedule of Investments as of December 31, 2008

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $837,535,911 and the composition of unrealized appreciation and depreciation of investment securities was $3,085,928 and $(215,283,253), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

(CAD)— Canadian Dollar

(CHF)— Swiss Franc

(GBP)— British Pound

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Adviser and Subadvisor’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	581,755,087	$	0
Level 2 - Other Significant Observable Inputs		43,583,499		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	625,338,586	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	625,338,586
Cash				579
Receivable for:
Fund shares sold				364,160
Accrued interest and dividends				1,558,670
Foreign taxes				42,901
Total Assets				627,304,896
Liabilities
Payable for:
Securities purchased	$	92,158
Fund shares redeemed		531,804
Withholding taxes		3,085
Collateral for securities loaned		38,463,268
Accrued expenses:
Management fees		307,563
Service and distribution fees		28,376
Other expenses		39,684
Total Liabilities				39,465,938
Net Assets			$	587,838,958
Net assets consists of:
Capital paid in			$	813,507,978
Overdistributed net investment income				(47,766	)
Accumulated net realized losses				(21,453,100	)
Unrealized depreciation on investments and foreign currency				(204,168,154	)
Net Assets			$	587,838,958
Computation of offering price:
Class A
Net asset value and redemption price per share ($419,291,282 divided by 45,247,677 shares outstanding)			$	9.27
Class B
Net asset value and redemption price per share ($101,027,693 divided by 10,938,617 shares outstanding)			$	9.24
Class E
Net asset value and redemption price per share ($67,519,983 divided by 7,305,702 shares outstanding)			$	9.24
(a) Identified cost of investments			$	829,496,872
(b) Includes cash collateral for securities loaned of			$	38,463,268

Statement of Operations *

For the Year Ended December 31, 2008

Investment Income
Dividends				$	14,700,988	(a)
Interest					332,127	(b)
					15,033,115
Expenses
Management fees	$	3,724,291
Service and distribution fees—Class B		204,624
Service and distribution fees—Class E		86,519
Administration fees		3,793
Directors’ fees and expenses		26,486
Custodian		92,295
Audit and tax services		49,902
Legal		18,794
Printing		203,290
Insurance		6,212
Miscellaneous		14,005
Total expenses		4,430,211
Management fee waivers		(324,466	)		4,105,745
Net Investment Income					10,927,370
Realized and Unrealized Loss
Realized loss on:
Investments—net		(39,720,792	)
Futures contracts—net		(366,979	)
Foreign currency transactions—net		(158,952	)		(40,246,723	)
Change in unrealized depreciation on:
Investments—net		(222,630,284	)
Foreign currency transactions—net		(10,097	)		(222,640,381	)
Net loss					(262,887,104	)
Net Decrease in Net Assets From Operations				$	(251,959,734	)

* See Footnote 7.

(a) Net of foreign taxes of $156,146.

(b) Includes income on securities loaned of $216,589.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Statements of Changes in Net Assets*

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	10,927,370		$	1,848,776
Net realized gain (loss)		(40,246,723	)		9,492,836
Change in unrealized depreciation		(222,640,381	)		(2,499,081	)
Increase (decrease) in net assets from operations		(251,959,734	)		8,842,531
From Distributions to Shareholders
Net investment income
Class A		(2,400,602	)		(786	)
Net realized gain
Class A		(9,523,977	)		(2,376,175	)
Total distributions		(11,924,579	)		(2,376,961	)
Increase in net assets from capital share transactions		708,903,985			28,237,637
Net increase in net assets		445,019,672			34,703,207
Net Assets
Beginning of the period		142,819,286			108,116,079
End of the period	$	587,838,958		$	142,819,286
Over/Undistributed Net Investment Income
End of the period	$	(47,766	)	$	1,841,110

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	20,406,127		$	256,345,368		3,201,796		$	47,683,327
Shares issued through reorganization	20,468,082			268,991,538		0			0
Reinvestments	908,886			11,924,579		160,497			2,376,961
Redemptions	(6,031,476	)		(68,333,747	)	(1,460,202	)		(21,822,651	)
Net increase	35,751,619		$	468,927,738		1,902,091		$	28,237,637
Class B
Sales	1,294,042		$	13,975,261		0		$	0
Shares issued through reorganization	10,820,547			141,965,576		0			0
Redemptions	(1,175,972	)		(12,905,564	)	0			0
Net increase	10,938,617		$	143,035,273		0		$	0
Class E
Sales	1,096,333		$	12,997,488		0		$	0
Shares issued through reorganization	7,424,003			97,402,923		0			0
Redemptions	(1,214,634	)		(13,459,437	)	0			0
Net increase	7,305,702		$	96,940,974		0		$	0
Increase derived from capital share transactions			$	708,903,985				$	28,237,637

* See Footnote 7.

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Financial Highlights*

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004(a)
Net Asset Value, Beginning of Period	$	15.04		$	14.24		$	12.44		$	12.32		$	10.83
Income From Investment Operations
Net investment income		0.24	(b)		0.21	(b)		0.20	(b)		0.17	(b)		0.14
Net realized and unrealized gain (loss) of investments		(4.77	)		0.87			2.45			0.63			1.59
Total from investment operations		(4.53	)		1.08			2.65			0.80			1.73
Less Distributions
Distributions from net investment income		(0.25	)		(0.00	)(c)		(0.18	)		(0.15	)		(0.14	)
Distributions from net realized capital gains		(0.99	)		(0.28	)		(0.67	)		(0.53	)		(0.10	)
Total distributions		(1.24	)		(0.28	)		(0.85	)		(0.68	)		(0.24	)
Net Asset Value, End of Period	$	9.27		$	15.04		$	14.24		$	12.44		$	12.32
Total Return (%)		(32.5	)		7.6			21.3			6.4			16.0
Ratio of operating expenses to average net assets (%)		0.74			0.87			1.00			0.99			1.00
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)		0.80			0.88			1.02			1.00			1.14
Ratio of net investment income to average net assets (%)		2.15			1.42			1.46			1.36			1.30
Portfolio turnover rate (%)		34			25			39			23			47
Net assets, end of period (000)	$	419,291		$	142,819		$	108,116		$	78,658		$	47,252

	Class B			Class E
	Period ended December 31, 2008(e)			Period ended December 31, 2008(e)
Net Asset Value, Beginning of Period	$	13.12		$	13.12
Income From Investment Operations
Net investment income		0.15	(b)		0.16	(b)
Net realized and unrealized loss of investments		(4.03	)		(4.04	)
Total from investment operations		(3.88	)		(3.88	)
Net Asset Value, End of Period	$	9.24		$	9.24
Total Return (%)		(29.6	)(f)		(29.6	)(f)
Ratio of operating expenses to average net assets (%)		0.99	(g)		0.89	(g)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (d)		1.05	(g)		0.95	(g)
Ratio of net investment income to average net assets (%)		1.97	(g)		2.06	(g)
Portfolio turnover rate (%)		34			34
Net assets, end of period (000)	$	101,028		$	67,520

* See Footnote 7.

(a) Audited by other Independent Registered Public Accounting Firm.

(b) Per share amount is based on average shares outstanding during the period.

(c) Distributions for the period were less than $0.01.

(d) See Note 4 of the Notes to Financial Statements.

(e) Commencement of operations was April 28, 2008 for Classes B and E.

(f) Periods less than one year are not computed on an annualized basis.

(g) Computed on an annualized basis.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The MFS Value Portfolio (the “Portfolio”) is a diversified series of the Fund. On April 28, 2008, the MFS Value Portfolio of the Met Investors Series Trust (the “MIST MFS Value Predecessor”) merged with and into the Portfolio. Prior to the merger, the MIST MFS Value Predecessor had succeeded to the operations of the MFS Value Portfolio of the Travelers Series Trust (the “TST MFS Value Predecessor”) on May 1, 2006. The MIST MFS Value Predecessor was the accounting survivor of the merger with and into the Portfolio. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ

MSF-11

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”).

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in

MSF-12

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with

MSF-13

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

Pursuant to Section 852 of the Code, the Portfolio designated $88,675,308 as capital gain dividends for its taxable year ended December 31, 2008.

The tax character of distributions paid by MIST MFS Value Predecessor, the accounting survivor; for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Total
2008		2007		2008		2007		2008		2007
$	3,322,237	$	141,072	$	8,602,342	$	2,235,889	$	11,924,579	$	2,376,961

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$	—	$	—	$	(212,207,193	)	$	—	$	(212,207,193	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$(47,766)	$	(13,414,061	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	912,936,367	$	0	$	215,948,256

MSF-14

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. The Portfolio pays MetLife Advisers an investment advisory fee at the annual rate of 0.75% for the first $250 million of the Portfolio’s average daily net assets, 0.70% for the next $2.25 billion, 0.675% for the next $2.5 billion and 0.65% for amounts over $5 billion . Fees earned by Metlife Advisers with respect to the Portfolio for the period starting April 28, 2008, through December 31, 2008 were $3,413,668. Prior to April 28, 2008, the MIST MFS Value Predecessor paid an investment advisory fee to Met Investors Advisory, LLC at the annual rate of 0.725% for the first $250 million of the Portfolio’s average daily net assets, 0.675% for the next $1 billion, 0.60% for the next $250 million and 0.50% for amounts over $1.5 billion. Fees earned by Met Investors Advisory, LLC with respect to the Portfolio for the period starting January 1, 2008 through April 27, 2008 were $310,623.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Massachusetts Financial Services Co. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers:

MetLife Advisers contractually agreed, for the period January 7, 2008 through April 30, 2008, to reduce its advisory fee as follows: 0.10% on the first $250 million of the combined average net assets of the Portfolio and the MFS Value Portfolio of the Met Investors Series Trust (the “Combined Assets”), 0.05% on the next $1 billion of Combined Assets, 0.10% on the next $250 million of Combined Assets, 0.20% on the next $1 billion of Combined Assets, 0.175% on the next $2.5 billion of Combined Assets, and 0.15% on Combined Assets over $5 billion. MetLife Advisers has contractually agreed, for the period April 28, 2008 through April 30, 2009, to reduce its advisory fee to the annual rate of 0.65% for the first $1.25 billion of the Portfolio’s average daily net assets, 0.60% for the next $250 million and 0.50% for amounts over $1.5 billion. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the

MSF-15

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. ACQUISITIONS:

After the close of business on April 25, 2008, MFS Value Portfolio (the “Portfolio”) acquired the assets and liabilities of the MFS Value Portfolio of the Met Investors Series Trust (the “MIST MFS Value Predecessor”) in a tax-free reorganization in exchange for shares of the Portfolio pursuant to a certain plan of reorganization. Because the MIST MFS Value Predecessor was the accounting survivor of the merger with and into the Portfolio for financial reporting purposes, the financial results of MIST MFS Value Predecessor survived. Accordingly, the financial statements presented for the Portfolio reflect the historical results of MIST MFS Value Predecessor prior to the reorganization and the combined results thereafter. The number and value of shares issued by the Portfolio were in amounts equal to the number and value of shares held by MIST MFS Value Predecessor shareholders as of the reorganization date.

The acquisition was accomplished by a tax free exchange of 25,423,968 Class A shares of the Portfolio for 20,468,082 Class A shares of MIST MFS Value Predecessor, 13,473,349 Class B shares of the Portfolio for 10,820,547 shares Class B shares of the MIST MFS Value Predecessor and 9,238,782 Class E shares of the Portfolio for 7,424,003 Class E shares of the MIST MFS Value Predecessor.

The aggregate net assets of the Portfolio and MIST MFS Value Predecessor immediately before the acquisition were $508,360,038 and $138,253,279, respectively. The aggregate net assets immediately after the acquisition were $646,613,317, which includes $3,057,634 of acquired net unrealized appreciation on investments. The total cost of acquired securities was $504,639,074.

8. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-16

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the MFS Value Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. The financial highlights for the year ended December 31, 2004 were audited by other auditors whose report, dated February 18, 2005, expressed an unqualified opinion on those financial highlights. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MFS Value Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 25, 2009

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-19

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-20

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-21

Metropolitan Series Fund, Inc.

MFS Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-22

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-23

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with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

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Metropolitan Series Fund, Inc. Morgan Stanley EAFE^® Index Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Managed by MetLife Investment Advisors Company, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Morgan Stanley EAFE Index Portfolio returned -42.1%, compared to its benchmark, the Morgan Stanley Capital International (MSCI) EAFE Index¹, which returned -43.5%. Dividend income accounted for 1.7% of this year’s total return of the Index. The Portfolio’s performance cannot exactly duplicate the MSCI EAFE Index’s return because of differences that primarily result from sampling, pricing, and transaction costs.

PORTFOLIO REVIEW

During the first six months, the MSCI EAFE Index declined almost 11%. This decline was primarily due to weakness in the global economy and deteriorating financial market conditions in the US. During the second half of the year, the Index’s decline accelerated resulting in an additional negative 36% return. The US financial crisis continued to exacerbate, forcing the collapse of several major financial institutions. In an effort to support the functioning of the financial markets, a $700 billion financial-rescue plan, also known as the Troubled Asset Relief Program (TARP), was initiated which included bailout loans and the purchasing of large quantities of agency debt and mortgage-backed securities by the Treasury Department.

The strengthening US Dollar negatively impacted the US investors’ MSCI EAFE Index return versus the local currency return by approximately 3.1%. During the year, the price of oil rose from approximately $96 to a high of $145 per barrel in July, before plummeting to $45 per barrel by the end of the year, down approximately 54% from prior year-end. Oil prices fell from its highs due to decreased global oil demand and reduced investment speculation on oil futures by large financial institutions and hedge funds. Some of the factors driving the foreign equity markets included geopolitical concerns, energy prices, foreign exchange rates, corporate earnings, and unemployment rates.

All twenty-one countries comprising the MSCI EAFE Index experienced negative returns for the year. Japan, the best relative performing country, which had a beginning-of-year weight of 19.9%, was down 29.2%. The next best relative performing countries were Switzerland (6.7% beginning weight), down 29.9%; Spain (4.4% beginning weight), down 40.4%; and France (10.8% beginning weight), down 42.7%. The worst-performing country was Ireland (0.6% beginning weight), down 71.6%. The next worst-performing countries were Austria (0.6% beginning weight), down 68.0%; Belgium (1.2% beginning weight), down 66.5%; and Greece (0.8% beginning weight), down 65.5%. The United Kingdom, down 48.3%, was the largest weight in the index with a beginning weight of 22.2%, and had the largest negative contribution to the index.

The stocks with the largest positive impact on the benchmark return for the year were Volkswagen, up 53.8%; Tokyo Electric Power Company, up 30.8%; and NTT DoCoMo, up 20.4%. The stocks with the largest negative impact were Royal Bank of Scotland, down 89.8%, Nokia Oyj, down 59.1%, and Vodafone Group, down 43.6%.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”) is an unmanaged free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada.

MSF-2

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

A $10,000 INVESTMENT COMPARED TO THE

MSCI EAFE INDEX

Average Annual Returns as of December 31, 2008

	Morgan Stanley EAFE Index Portfolio						MSCI EAFE Index
	Class A		Class B		Class E
1 Year	-42.1	%	-42.2	%	-42.2	%	-43.5	%
5 Year	1.8		1.5		1.6		1.7
10 Year	0.5		—		—		0.8
Since Inception	—		-0.5		0.5		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 11/9/98, 1/2/01 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
iShares MSCI EAFE Index Fund	2.5%
Nestle S.A.	1.9%
BP, Plc.	1.8%
Novartis AG	1.5%
Total S.A.	1.4%
HSBC Holdings, Plc.	1.4%
Roche Holding AG	1.3%
Vodafone Group, Plc.	1.3%
GlaxoSmithKline, Plc.	1.2%
Telefonica S.A.	1.2%

Top Countries

	% of Equity Market Value
Japan	25.2	%
United Kingdom	19.9	%
France	10.9	%
Germany	8.7	%
Switzerland	8.4	%
Australia	6.0	%
Spain	4.5	%
Italy	3.7	%
Netherlands	2.4	%
Sweden	2.0	%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Morgan Stanley EAFE Index—Class A(a)	Actual	0.42	%	$	1,000.00	$	648.20	$	1.74
	Hypothetical	0.42	%	$	1,000.00	$	1,023.00	$	2.14
Morgan Stanley EAFE Index—Class B(a)	Actual	0.67	%	$	1,000.00	$	647.68	$	2.77
	Hypothetical	0.67	%	$	1,000.00	$	1,021.73	$	3.40
Morgan Stanley EAFE Index—Class E(a)	Actual	0.57	%	$	1,000.00	$	647.43	$	2.36
	Hypothetical	0.57	%	$	1,000.00	$	1,022.24	$	2.90

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—96.6% of Total Net Assets

Security Description	Shares	Value*
Australia—5.7%
AGL Energy, Ltd.	27,513	$	293,637
Alumina, Ltd. (a)	77,975		76,334
Amcor, Ltd.	57,157		232,307
AMP, Ltd. (a)	121,108		460,401
ASX, Ltd. (a)	11,184		261,156
Australia & New Zealand Banking Group, Ltd.	126,733		1,360,293
AXA Asia Pacific Holdings, Ltd.	50,272		174,304
Bendigo Bank, Ltd.	16,859		130,526
BHP Billiton, Ltd.	211,929		4,463,505
BlueScope Steel, Ltd.	75,643		185,781
Boral, Ltd. (a)	33,631		108,937
Brambles, Ltd.	89,667		465,922
CFS Retail Property Trust (REIT) (a)	95,649		125,462
Coca-Cola Amatil, Ltd.	42,510		274,750
Cochlear, Ltd.	4,856		191,174
Commonwealth Bank of Australia	90,329		1,831,421
Computershare, Ltd.	29,681		162,304
Crown, Ltd. (a)	29,464		123,340
CSL, Ltd.	37,049		874,857
CSR, Ltd. (a)	79,151		97,707
DB RREEF Trust (REIT)	188,026		109,265
Fairfax Media, Ltd. (a)	84,531		96,985
Fortescue Metals Group, Ltd. (a) (b)	82,630		112,914
Foster’s Group, Ltd.	131,472		505,794
Goodman Fielder, Ltd.	87,559		81,490
Goodman Group (REIT) (a)	213,499		113,209
GPT Group (REIT) (a)	356,812		230,751
Incitec Pivot, Ltd.	104,676		185,164
Insurance Australia Group, Ltd. (a)	111,884		305,240
Leighton Holdings, Ltd.	9,786		190,335
Lend Lease Corp., Ltd.	20,464		103,479
Lion Nathan, Ltd. (a)	21,432		123,320
Macquarie Group, Ltd. (a)	17,263		350,878
Macquarie Infrastructure Group (a)	183,237		219,773
Metcash, Ltd.	49,589		151,991
Mirvac Group (REIT)	155,809		140,425
National Australia Bank, Ltd.	118,494		1,737,158
Newcrest Mining, Ltd.	28,699		680,657
OneSteel, Ltd.	52,833		91,453
Orica, Ltd.	21,486		210,954
Origin Energy, Ltd.	54,981		620,154
Oxiana, Ltd. (a)	189,734		72,755
Qantas Airways, Ltd.	58,796		108,417
QBE Insurance Group, Ltd.	62,675		1,139,280
Rio Tinto, Ltd. (a)	17,460		467,666
Santos, Ltd.	36,830		384,915
Sims Group, Ltd.	9,738		118,434
Sonic Healthcare, Ltd.	24,290		247,265
Stockland (REIT) (a)	92,213		266,814
Suncorp-Metway, Ltd.	59,372		350,506
TABCORP Holdings, Ltd.	29,263		143,243
Tattersall’s, Ltd. (a)	76,330		149,115
Telstra Corp., Ltd.	286,849		768,068
Toll Holdings, Ltd.	41,980		181,506
Transurban Group	86,903		333,706
Wesfarmers, Ltd. (a)	43,571		550,203
Wesfarmers, Ltd. (Price Protected Shares) (b)	11,090		140,116

Security Description	Shares	Value*
Australia—(Continued)
Westfield Group (REIT)	113,549	$	1,046,209
Westpac Banking Corp.	176,877		2,106,361
Woodside Petroleum, Ltd.	32,342		834,658
Woolworths, Ltd.	75,638		1,411,247
WorleyParsoms, Ltd.	10,634		105,938
			29,181,929
Austria—0.3%
Erste Bank der oesterreichischen Sparkassen AG (a)	12,016		281,684
OMV AG	11,469		305,749
Raiffeisen International Bank Holding AG (a)	3,451		96,581
Strabag SE	3,233		74,489
Telekom Austria AG	21,249		307,134
Verbund-Oesterreichische Elektrizitaetswirtschafts AG (Class A)	5,457		250,407
Voestalpine AG	7,335		157,272
Wiener Staedtische Versicherung AG	2,420		83,488
Wienerberger AG	5,290		88,343
			1,645,147
Belgium—0.7%
Anheuser-Busch InBev NV	17,553		98
Belgacom S.A.	10,680		407,377
Colruyt S.A. (a)	1,086		232,578
Delhaize Group	6,756		416,870
Dexia S.A. (a)	32,440		146,014
Fortis	137,599		182,627
Fortis Bank S.A. (b) (c) (d)	5		0
Groupe Bruxelles Lambert S.A.	5,116		407,121
InBev NV	30,371		704,131
KBC Groep NV	10,239		309,266
Mobistar S.A.	1,944		140,017
Nationale A Portefeuille	2,443		118,793
Solvay S.A.	3,502		260,366
UCB S.A. (a)	6,793		221,272
Umicore S.A.	6,589		130,011
			3,676,541
Bermuda—0.3%
Cheung Kong Infrastructure Holdings, Ltd. (HKD)	33,000		124,513
Esprit Holdings, Ltd. (HKD)	78,500		447,452
Frontline, Ltd. (NOK)	3,220		93,905
Kerry Properties, Ltd. (HKD) (a)	46,500		125,159
Li & Fung, Ltd. (HKD) (a)	150,800		260,178
Noble Group, Ltd. (SGD)	146,000		104,571
SeaDrill, Ltd. (NOK)	18,268		148,899
Shangri-La Asia, Ltd. (HKD) (a)	101,114		116,867
Yue Yuen Industrial Holdings, Ltd. (HKD)	50,500		100,072
			1,521,616
Denmark—0.8%
AP Moller-Maersk A/S (Series A)	35		189,964
AP Moller-Maersk A/S (Series B)	72		385,775
Carlsberg A/S (Class B) (a)	4,506		147,937
Coloplast A/S	2,044		140,882
Danisco A/S (a)	3,322		135,396

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Denmark—(Continued)
Danske Bank A/S	26,805	$	271,032
DSV A/S (a)	12,153		132,341
FLSmidth & Co. A/S (a)	3,194		111,146
Jyske Bank A/S	3,993		94,053
Novo Nordisk A/S	28,025		1,426,175
Novozymes A/S (Series B)	3,213		255,976
Topdanmark A/S	1,150		149,302
TrygVesta A/S (a)	2,044		126,818
Vestas Wind Systems A/S	11,746		698,111
			4,264,908
Finland—1.3%
Elisa Oyj	9,437		163,348
Fortum Oyj	27,597		592,767
Kesko Oyj	4,472		112,069
Kone Oyj	10,280		225,399
Metso Oyj	8,217		99,350
Neste Oil Oyj (a)	7,224		107,879
Nokia Oyj	240,053		3,721,524
Orion Oyj (Series B)	5,519		93,431
Outokumpu Oyj (a)	6,340		74,496
Pohjola Bank, Plc. (a)	7,483		103,631
Rautaruukki Oyj	5,366		92,479
Sampo Oyj	27,863		520,432
Stora Enso Oyj	40,497		316,129
UPM-Kymmene Oyj	32,997		418,384
Wartsila Oyj (a)	5,341		158,933
			6,800,251
France—10.1%
Accor S.A. (a)	12,073		594,110
Aeroports de Paris	2,209		149,493
Air France-KLM (a)	7,711		99,127
Air Liquide S.A. (a)	15,382		1,407,371
Alcatel-Lucent (a)	146,253		315,792
Alstom	14,263		842,270
Atos Origin S.A.	3,727		93,543
AXA S.A. (a)	97,725		2,178,749
BNP Paribas	51,799		2,187,285
Bouygues	15,053		637,157
Bureau Veritas S.A. (a) (b)	2,571		103,245
Cap Gemini S.A.	8,581		330,741
Carrefour S.A. (a)	41,089		1,577,944
Casino Guichard-Perrachon S.A.	3,089		234,895
Christian Dior S.A.	3,396		191,553
Cie de Saint-Gobain (a)	17,609		830,530
Cie Generale d’Optique Essilor International S.A. (a)	12,229		573,786
Cie Generale de Geophysique-Veritas (a) (b)	8,270		123,489
CNP Assurances	2,630		190,302
Compagnie Générale des Etablissements Michelin (Class B)	9,437		494,821
Credit Agricole S.A.	60,620		689,399
Dassault Systemes S.A. (a)	4,077		184,231
Eiffage S.A. (a)	2,346		122,716
Electricite de France	12,399		720,641
Eutelsat Communications (a) (b)	5,527		130,520

Security Description	Shares	Value*
France—(Continued)
France Telecom S.A.	115,452	$	3,229,328
Gaz de France S.A. (a)	69,130		3,423,802
Groupe Danone	27,582		1,664,711
Hermes International (a)	4,408		615,751
ICADE	1,079		89,810
Imerys S.A.	1,878		85,409
JC Decaux S.A.	4,418		76,067
Klepierre (REIT) (a)	5,150		126,226
L’Oreal S.A.	15,159		1,317,261
Lafarge S.A.	8,052		489,565
Lagardere S.C.A.	8,303		337,015
Legrand S.A.	5,988		115,059
lliad S.A.	1,063		92,070
LVMH Moet Hennessy Louis Vuitton S.A. (a)	15,517		1,042,527
M6-Metropole Television	4,251		82,254
Natixis	61,277		107,705
Neopost S.A. (a)	1,997		180,755
PagesJaunes Groupe S.A. (a)	6,661		65,474
Pernod-Ricard S.A. (a)	10,116		750,155
Peugoet S.A. (a)	8,508		145,068
Pinault-Printemps-Redoute S.A. (a)	4,886		319,182
Publicis Groupe (a)	7,880		202,841
Renault S.A.	11,630		303,359
Safran S.A.	14,320		193,067
Sanofi-Aventis S.A.	66,339		4,213,448
Schneider Electric S.A. (a)	14,039		1,048,662
Scor SE	11,686		268,665
Societe Des Autoroutes Paris-Rhin-Rhone	1,469		102,059
Societe Television Francaise 1 (a)	9,194		134,427
Société BIC S.A.	1,753		100,721
Société Générale	29,858		1,512,234
Sodexho Alliance S.A. (a)	5,937		328,554
Suez Environment S.A. (b)	16,270		274,342
Technip S.A.	6,217		190,464
Thales S.A.	6,811		284,232
Total S.A.	134,502		7,332,736
Unibail-Rodamco (REIT)	5,058		753,344
Vallourec	3,284		373,507
Veolia Environnement S.A.	23,280		730,638
Vinci S.A.	26,531		1,117,299
Vivendi	73,828		2,403,667
Wendel (a)	1,736		86,246
Zodiac S.A. (a)	2,708		98,557
			51,411,973
Germany—8.2%
Adidas AG (a)	12,448		478,752
Allianz SE	28,579		3,065,328
BASF AG	59,376		2,346,215
Bayer AG (a)	48,304		2,837,607
Bayerische Motoren Werke AG (a)	20,475		629,378
Beiersdorf AG (a)	5,572		331,482
Celesio AG	5,284		144,311
Commerzbank AG (a)	47,713		454,816
Daimler AG (a)	54,923		2,086,869
Deutsche Bank AG	33,728		1,345,018

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Germany—(Continued)
Deutsche Boerse AG	12,158	$	885,495
Deutsche Lufthansa AG	17,782		281,531
Deutsche Post AG	52,248		883,932
Deutsche Postbank AG (a)	5,103		112,852
Deutsche Telekom AG	179,150		2,721,927
E.ON AG	119,994		4,852,216
Fraport AG Frankfurt Airport Services (a)	2,305		100,663
Fresenius Medical Care AG	13,073		613,034
Fresenius SE (a)	1,704		86,344
GEA Group AG	10,696		183,401
Hannover Rueckversicherung AG	3,778		120,192
Henkel KGaA	9,848		261,118
Hochtief AG	3,848		195,216
K&S AG	9,505		545,682
Linde AG	9,079		768,297
MAN AG	6,440		355,182
Merck KGaA	4,173		379,399
Metro AG	7,039		285,313
Müenchener Rüeckversicherungs AG (a)	13,084		2,056,111
Puma AG Rudolf Dassler Sport	445		88,416
Q-Cells AG (a) (b)	3,759		136,417
RWE AG	27,981		2,515,398
Salzgitter AG	2,440		192,719
SAP AG	55,214		1,978,822
Siemens AG	54,835		4,107,167
SolarWorld AG (a)	4,671		101,647
ThyssenKrupp AG	22,242		601,478
TUI AG	13,050		148,820
Volkswagen AG	7,364		2,579,666
Wacker Chemie AG	978		104,007
			41,962,238
Greece—0.5%
Alpha Bank A.E.	23,734		222,918
Coca-Cola Hellenic Bottling Co. S.A.	11,079		161,616
EFG Eurobank Ergasias S.A.	21,566		171,127
Hellenic Telecommunications Organization S.A.	17,555		292,035
Marfin Investment Group S.A.	42,239		169,741
National Bank of Greece S.A.	30,833		571,034
OPAP S.A.	15,100		434,402
Piraeus Bank S.A.	27,240		245,298
Public Power Corp. S.A.	7,286		116,990
			2,385,161
Hong Kong—1.7%
Bank of East Asia, Ltd. (a)	101,200		213,469
BOC Hong Kong Holdings, Ltd.	253,965		289,897
Cathay Pacific Airways, Ltd. (a)	87,000		98,108
Cheung Kong Holdings, Ltd.	88,000		838,988
CLP Holdings, Ltd.	130,877		889,853
Hang Lung Group, Ltd.	60,000		183,136
Hang Lung Properties, Ltd.	160,000		350,975
Hang Seng Bank, Ltd.	49,400		652,454
Henderson Land Development Co., Ltd.	73,000		272,703
Hong Kong & China Gas Co.	257,195		389,917
Hong Kong Electric Holdings (a)	93,049		523,431

Security Description	Shares	Value*
Hong Kong—(Continued)
Hong Kong Exchanges & Clearing, Ltd. (a)	67,500	$	647,144
Hopewell Holdings	50,000		165,385
Hutchison Whampoa, Ltd.	139,000		701,158
MTR Corp.	95,000		221,511
New World Development, Ltd.	174,354		178,127
PCCW, Ltd. (a)	269,794		129,439
Sino Land Co.	104,000		108,696
Sun Hung Kai Properties, Ltd.	91,000		765,163
Swire Pacific, Ltd. (a)	53,817		373,157
The Link (REIT)	148,141		246,253
Wharf Holdings, Ltd.	95,433		263,691
Wheelock & Co., Ltd. (a)	68,000		150,638
			8,653,293
Ireland—0.3%
Allied Irish Banks, Plc.	60,464		147,043
Bank of Ireland	71,813		84,617
CRH, Plc.	34,755		877,135
Elan Corp., Plc.	32,780		193,122
Kerry Group, Plc.	9,378		171,020
			1,472,937
Italy—3.5%
A2A S.p.A. (a)	83,970		150,498
Alleanza Assicurazioni S.p.A.	34,088		277,776
Assicuraziono Generali S.p.A.	68,786		1,885,669
Atlantia S.p.A.	16,870		310,222
Banca Carige S.p.A. (a)	49,591		119,161
Banca Monte dei Paschi di Siena S.p.A. (a)	159,047		342,834
Banca Popolare di Milano Scarl	27,586		163,384
Banco Popolare Scarl	42,175		295,449
Enel S.p.A.	283,024		1,809,967
Eni S.p.A.	164,934		3,908,256
FIAT S.p.A. (a)	45,156		294,418
Finmeccanica S.p.A. (b)	28,782		440,901
Fondiaria-Sai S.p.A.	4,556		82,451
Intesa Sanpaolo S.p.A.	484,200		1,744,055
Intesa Sanpaolo S.p.A.—RNC	56,998		145,965
Lottomatica S.p.A.	4,311		106,440
Luxottica Group S.p.A. (a)	9,343		167,019
Mediaset S.p.A. (a)	51,298		292,951
Mediobanca S.p.A.	31,951		324,489
Parmalat S.p.A. (b)	142,528		233,592
Prysmian S.p.A. (b)	8,255		129,654
Saipem S.p.A.	16,902		283,808
Snam Rete Gas S.p.A. (a)	57,394		317,010
Telecom Italia S.p.A.	644,775		1,048,759
Telecom Italia S.p.A.-RNC	396,854		442,835
Terna Rete Elettrica Nazionale S.p.A.	79,134		259,108
UniCredito Italiano S.p.A.	724,496		1,803,666
Unione di Banche Italiane SCPA	37,720		545,917
			17,926,254
Japan—24.6%
Acom Co., Ltd.	3,140		131,743
Advantest Corp. (a)	11,800		191,036

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Aeon Co., Ltd. (a)	40,400	$	404,656
Aeon Mall Co., Ltd. (a)	4,700		90,737
Aioi Insurance Co., Ltd.	32,000		166,836
Aisin Seiki Co., Ltd.	11,400		161,786
Ajinomoto Co., Inc. (a)	40,000		435,744
Alfresa Holdings Corp. (a)	2,200		105,077
All Nippon Airways Co., Ltd. (a)	40,000		158,060
Amada Co., Ltd.	27,000		130,698
Asahi Breweries, Ltd.	24,300		418,190
Asahi Glass Co., Ltd.	60,000		340,779
Asahi Kasei Corp.	79,000		347,211
Asics Corp.	11,000		88,698
Astellas Pharma, Inc.	29,800		1,212,604
Benesse Corp.	5,000		218,528
Bridgestone Corp.	38,000		570,715
Brother Industries, Ltd. (a)	16,400		97,834
Canon, Inc. (a)	67,500		2,118,929
Casio Computer Co., Ltd.	18,100		113,720
Central Japan Railway Co.	100		864,287
Chubu Electric Power Co., Inc.	41,200		1,252,176
Chugai Pharmaceutical Co., Ltd.	15,100		292,290
Chuo Mitsui Trust Holdings, Inc.	60,262		294,508
Coca-Cola West Holdings Co., Ltd. (a)	3,800		82,162
Cosmo Oil Co., Ltd.	37,000		114,059
Credit Saison Co., Ltd. (a)	10,500		144,967
Dai Nippon Printing Co., Ltd.	40,000		440,943
Daicel Chemical Industries, Ltd.	18,000		85,409
Daihatsu Motor Co., Ltd. (a)	14,000		124,980
Daiichi Sankyo Co., Ltd.	44,700		1,062,502
Daikin Industries, Ltd.	16,800		443,066
Dainippon Ink & Chemicals, Inc.	42,000		88,112
Dainippon Sumitomo Pharma Co., Ltd.	11,000		102,525
Daito Trust Construction Co., Ltd.	5,000		261,806
Daiwa House Industry Co., Ltd.	33,000		322,897
Daiwa Securities Group, Inc. (a)	87,000		518,474
Denso Corp.	30,100		500,736
Dentsu, Inc. (a) (d)	105		216,303
East Japan Railway Co. (d)	210		1,640,063
Eisai Co., Ltd.	16,600		687,895
Electric Power Development Co., Ltd.	8,800		345,659
FamilyMart Co., Ltd.	4,300		186,799
Fanuc, Ltd.	12,200		867,652
Fast Retailing Co., Ltd.	3,100		451,795
Fuji Heavy Industries, Ltd.	42,000		114,027
FUJIFILM Holdings Corp.	30,800		677,845
Fujitsu, Ltd.	115,000		555,848
Fukuoka Financial Group, Inc.	53,000		230,857
Hankyu Hanshin Holdings, Inc.	76,000		437,325
Haseko Corp.	87,500		92,959
Hirose Electric Co., Ltd. (a)	2,200		222,114
Hisamitsu Pharmaceutical Co., Inc.	4,700		191,886
Hitachi Construction Machinary Co., Ltd. (a)	6,400		75,542
Hitachi, Ltd.	214,000		829,914
Hokkaido Electric Power Co., Inc.	11,400		288,548
Hokuhoku Financial Group, Inc.	76,000		179,926
Hokuriku Electric Power Co.	12,000		339,665
Honda Motor Co., Ltd.	104,500		2,266,322

Security Description	Shares	Value*
Japan—(Continued)
Hoya Corp.	26,300	$	456,879
Ibiden Co., Ltd.	8,100		166,978
Idemitsu Kosan Co., Ltd.	1,600		102,490
Ihi Corp.	99,000		125,690
Inpex Holdings, Inc.	53		418,729
Isetan Mitsukoshi Holdings, Ltd. (a)	22,400		192,966
Isuzu Motors, Ltd.	84,000		107,815
Itochu Corp. (a)	106,000		531,816
J Front Retailing Co., Ltd. (a)	30,000		123,746
Japan Airlines Corp. (a)	60,000		142,028
Japan Prime Realty Investment Corp. (REIT)	39		92,973
Japan Real Estate Investment Corp. (REIT)	27		242,659
Japan Retail Fund Investment Corp. (REIT)	24		104,057
Japan Tobacco, Inc.	287		950,373
JFE Holding, Inc.	32,700		864,911
JGC Corp.	13,000		195,590
JS Group Corp.	16,900		261,617
JSR Corp.	11,300		127,178
JTEKT Corp.	12,600		97,210
Jupiter Telecommunications Co., Ltd. (b)	191		199,054
Kajima Corp. (a)	59,000		206,523
Kamigumi Co., Ltd.	17,000		152,243
Kaneka Corp.	20,000		127,463
Kao Corp.	33,000		999,338
Kawasaki Heavy Industries, Ltd. (a)	96,000		194,694
Kawasaki Kisen Kaisha, Ltd.	41,000		191,302
KDDI Corp.	184		1,310,519
Keihin Electric Express Railway Co., Ltd. (a)	25,000		220,786
Keio Corp. (a)	45,000		270,215
Keisei Electric Railway Co., Ltd. (a)	19,000		118,406
Keyence Corp.	2,400		491,415
Kikkoman Corp.	11,000		129,850
Kinden Corp.	9,000		81,154
Kintetsu Corp. (a)	102,120		469,197
Kirin Holdings Co., Ltd.	50,000		659,085
Kobe Steel, Ltd.	177,000		325,954
Komatsu, Ltd.	57,100		723,288
Konami Corp.	8,300		213,679
Konica Minolta Holdings, Inc.	28,000		216,966
Kubota Corp.	70,000		503,174
Kuraray Co., Ltd.	24,500		190,729
Kurita Water Industries, Ltd. (a)	7,100		191,270
Kyocera Corp.	10,000		721,400
Kyowa Hakko Kogyo Co., Ltd.	20,000		208,782
Kyushu Electric Power Co., Inc.	23,400		622,405
Lawson, Inc.	4,900		282,593
Leopalace21 Corp.	7,689		77,963
Mabuchi Motor Co., Ltd. (a)	2,000		83,065
Makita Corp. (a)	9,400		209,650
Marubeni Corp.	112,000		426,880
Marui Group Co., Ltd.	13,400		77,794
Matsushita Electric Industrial Co., Ltd.	115,000		1,440,992
Matsushita Electric Works, Ltd.	24,000		213,399
Mazda Motor Corp.	62,000		104,769
Mediceo Paltac Holdings Co., Ltd. (a)	11,100		133,769
Meiji Dairies Corp.	18,000		96,567
Minebea Co., Ltd. (a)	25,000		85,909

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Mitsubishi Chemical Holdings Corp. (a)	88,000	$	388,359
Mitsubishi Corp.	85,900		1,205,902
Mitsubishi Electric Corp.	122,000		763,440
Mitsubishi Estate Co., Ltd.	75,000		1,236,840
Mitsubishi Gas & Chemical Co., Inc.	26,000		106,258
Mitsubishi Heavy Industries, Ltd. (a)	204,000		910,199
Mitsubishi Logistics Corp.	8,000		100,687
Mitsubishi Materials Corp.	79,000		199,173
Mitsubishi Motors Corp. (a) (b)	237,000		325,352
Mitsubishi Rayon Co., Ltd. (a)	36,000		108,573
Mitsubishi Tanabe Pharma Corp.	15,000		226,786
Mitsubishi UFJ Financial Group, Inc.	693,888		4,305,522
Mitsubishi UFJ Lease & Finance Co., Ltd. (a)	4,150		105,437
Mitsui & Co., Ltd.	109,317		1,118,237
Mitsui Chemicals, Inc. (a)	34,000		125,677
Mitsui Fudosan Co., Ltd.	53,000		880,750
Mitsui Mining & Smelting Co., Ltd.	40,000		84,530
Mitsui OSK Lines, Ltd.	75,000		460,582
Mitsui Sumitomo Insurance Group	24,000		765,443
Mitsumi Electric Co., Ltd.	5,700		100,750
Mizuho Financial Group, Inc. (a) (d)	602		1,791,714
Mizuho Trust & Banking Co., Ltd. (a)	107,000		135,529
Murata Manufacturing Co., Ltd.	14,100		552,718
Namco Bandai Holdings, Inc. (a)	12,500		137,007
NEC Corp.	120,000		402,762
NGK Insulators, Ltd.	17,000		191,328
NGK Spark Plug Co., Ltd. (a)	10,000		80,143
Nidec Corp.	7,100		276,103
Nikon Corp. (a)	23,000		275,560
Nintendo Co., Ltd.	6,200		2,382,008
Nippon Building Fund, Inc. (REIT)	35		384,156
Nippon Electric Glass Co., Ltd.	23,000		120,809
Nippon Express Co., Ltd.	48,000		201,973
Nippon Meat Packers, Inc.	14,000		211,574
Nippon Mining Holdings, Inc.	51,000		219,143
Nippon Oil Corp.	90,000		453,275
Nippon Paper Group, Inc. (d)	63		257,224
Nippon Sheet Glass Co., Ltd.	35,000		114,942
Nippon Steel Corp. (a)	319,000		1,047,543
Nippon Telephone & Telegraph Corp. (d)	319		1,714,465
Nippon Yusen K.K.	75,000		462,539
NIPPONKOA Insurance Co., Ltd.	44,000		342,052
Nissan Chemical Industries, Ltd. (a)	10,000		96,830
Nissan Motor Co., Ltd.	146,500		530,624
Nisshin Seifun Group, Inc.	13,000		170,576
Nisshin Steel Co., Ltd.	51,000		104,902
Nissin Food Products Co., Ltd. (a)	4,700		164,843
Nitori Co., Ltd.	2,650		205,665
Nitto Denko Corp.	10,100		194,044
Nomura Holdings, Inc. (a)	109,200		900,496
Nomura Real Estate Office Fund, Inc. (REIT)	20		130,759
Nomura Research Institute, Ltd.	6,200		117,667
NSK, Ltd.	30,000		112,650
NTN Corp. (a)	25,000		75,472
NTT Data Corp.	80		321,134
NTT DoCoMo, Inc.	990		1,951,579
NTT Urban Development Corp.	80		86,315

Security Description	Shares	Value*
Japan—(Continued)
Obayashi Corp. (a)	39,000	$	232,537
Odakyu Electric Railway Co., Ltd. (a)	40,000		351,411
OJI Paper Co., Ltd. (a)	50,000		293,936
Olympus Corp.	16,000		321,293
Omron Corp.	13,600		182,540
Ono Pharmaceutical Co., Ltd.	6,400		332,775
Oracle Corp. (a)	2,500		108,483
Oriental Land Co., Ltd. (a)	3,400		279,631
ORIX Corp.	5,960		338,641
Osaka Gas Co., Ltd.	119,000		549,635
Promise Co., Ltd. (a)	4,100		103,921
Rakuten, Inc. (a)	385		245,114
Resona Holdings, Inc. (a) (d)	303		480,319
Ricoh Co., Ltd.	45,000		573,092
Rohm Co., Ltd.	7,400		373,666
Sankyo Co., Ltd.	3,600		181,828
Santen Pharmaceutical Co., Ltd. (a)	5,500		165,642
Sanyo Electric Co., Ltd. (a)	110,000		205,977
Sapporo Hokuyo Holdings, Inc. (d)	20		81,042
Sapporo Holdings, Ltd.	19,000		119,644
SBI Holdings, Inc. (a)	1,149		177,597
Secom Co., Ltd.	13,500		695,367
Sega Sammy Holdings, Inc. (a)	13,400		155,490
Seiko Epson Corp. (a)	8,600		136,989
Sekisui Chemical Co., Ltd.	27,000		168,647
Sekisui House, Ltd. (a)	26,000		227,579
Seven & I Holdings Co., Ltd.	52,900		1,812,340
Seven Bank, Ltd.	28		107,107
Sharp Corp. (a)	65,000		465,974
Shikoku Electric Power Co., Inc. (a)	11,700		394,590
Shimadzu Corp. (a)	18,000		113,912
Shimamura Co., Ltd. (a)	1,400		108,315
Shimano, Inc. (a)	3,800		152,252
Shimizu Corp. (a)	37,000		215,809
Shin-Etsu Chemical Co., Ltd.	26,100		1,197,099
Shinsei Bank, Ltd.	101,000		159,642
Shionogi & Co., Ltd.	19,000		488,014
Shiseido Co., Ltd.	21,000		429,890
Showa Denko K.K.	83,000		120,189
Showa Shell Sekiyu K.K.	14,000		138,134
SMC Corp.	3,700		378,547
Softbank Corp. (a)	48,100		871,074
Sojitz Corp.	70,500		118,216
Sompo Japan Insurance, Inc.	51,000		373,480
Sony Corp. (a)	63,000		1,369,558
Sony Financial Holdings, Inc.	64		245,773
Square Enix Co., Ltd. (a)	4,600		148,502
Stanley Electric Co., Ltd.	11,800		124,557
Sumco Corp.	8,200		104,724
Sumitomo Chemical Co., Ltd.	100,000		341,291
Sumitomo Corp. (a)	76,600		675,094
Sumitomo Electric Industries, Ltd.	48,434		372,397
Sumitomo Heavy Industries, Ltd.	39,000		155,257
Sumitomo Metal Industries, Ltd.	239,000		589,012
Sumitomo Metal Mining Co., Ltd.	34,000		361,372
Sumitomo Mitsui Financial Group, Inc. (a) (d)	414		1,793,349
Sumitomo Realty & Development Co., Ltd.	25,000		372,477

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Japan—(Continued)
Sumitomo Rubber	11,300	$	98,486
Suzuken Co., Ltd.	5,574		167,953
Suzuki Motor Corp.	22,700		313,832
T&D Holdings, Inc.	12,400		519,937
Taiheiyo Cement Corp. (a)	62,000		119,486
Taisei Corp. (a)	69,000		190,078
Taisho Pharmaceutical Co., Ltd.	10,000		212,454
Taiyo Nippon Sanso Corp.	18,000		138,753
Takashimaya Co., Ltd. (a)	17,000		128,760
Takeda Pharmaceutical Co., Ltd.	51,500		2,671,430
TDK Corp.	7,200		264,424
Teijin, Ltd. (a)	66,000		186,570
Terumo Corp.	10,800		505,775
The 77 Bank, Ltd.	20,000		108,580
The Bank of Kyoto, Ltd.	22,000		246,592
The Bank of Yokohama, Ltd.	83,000		490,956
The Chiba Bank, Ltd.	47,000		293,661
The Chugoku Bank, Ltd. (a)	12,000		184,794
The Chugoku Electric Power Co., Inc.	18,300		482,092
The Furukawa Electric Co., Ltd.	38,000		184,969
The Gunma Bank, Ltd.	26,000		165,730
The Hachijuni Bank, Ltd. (a)	30,000		172,580
The Hiroshima Bank, Ltd. (a)	38,000		166,572
The Iyo Bank, Ltd. (a)	17,000		210,993
The Japan Steel Works, Ltd.	21,000		293,039
The Joyo Bank, Ltd.	54,000		307,646
The Kansai Electric Power Co., Inc.	48,300		1,399,598
The Nishi-Nippon Bank, Ltd.	52,000		150,746
The Shizuoka Bank, Ltd. (a)	41,000		474,930
The Sumitomo Trust & Banking Co., Ltd.	91,000		538,571
The Suruga Bank, Ltd. (a)	17,000		168,365
The Tokyo Electric Power Co., Inc.	77,000		2,570,970
THK Co., Ltd. (a)	7,700		80,912
Tobu Railway Co., Ltd. (a)	52,000		309,560
Toho Co., Ltd. (a)	6,367		136,607
Toho Gas Co., Ltd. (a)	31,000		204,302
Tohoku Electric Power Co., Inc.	26,200		709,140
Tokio Marine Holdings, Inc. (d)	43,400		1,271,717
Tokuyama Corp.	15,000		126,611
Tokyo Electron, Ltd.	11,400		400,348
Tokyo Gas Co., Ltd.	147,000		744,919
Tokyo Tatemono Co., Ltd.	19,000		86,895
Tokyu Corp.	76,000		382,504
Tokyu Land Corp.	29,000		110,448
TonenGeneral Sekiyu K.K. (a)	18,000		180,181
Toppan Printing Co., Ltd. (a)	31,000		238,734
Toray Industries, Inc. (a)	83,000		422,664
Toshiba Corp.	198,000		815,270
Tosoh Corp.	36,000		88,289
Toto, Ltd. (a)	19,000		119,186
Toyo Seikan Kaisha, Ltd.	10,200		175,727
Toyo Suisan Kaisha, Ltd.	6,000		172,457
Toyota Industries Corp.	12,600		269,959
Toyota Motor Corp.	174,100		5,698,785
Toyota Tsusho Corp.	14,200		151,745
Trend Micro, Inc. (a)	7,000		244,415
Tsumura & Co (a)	3,900		144,668

Security Description	Shares	Value*
Japan—(Continued)
Ube Industries, Ltd.	68,000	$	190,865
Unicharm Corp.	3,200		241,877
UNY Co., Ltd.	13,000		143,174
Ushio, Inc. (a)	8,700		114,697
USS Co., Ltd.	1,630		86,243
West Japan Railway Co.	109		495,937
Yahoo! Japan Corp. (a)	900		368,195
Yakult Honsha Co., Ltd. (a)	5,300		113,331
Yamada Denki Co., Ltd.	5,590		388,068
Yamaguchi Financial Group, Inc.	15,000		168,562
Yamaha Corp.	11,500		106,624
Yamaha Motor Co., Ltd. (a)	13,100		137,459
Yamato Holdings Co., Ltd. (a)	27,000		352,061
Yamazaki Baking Co., Ltd.	8,000		123,099
Yokogawa Electric Corp.	15,500		101,664
			126,040,954
Jersey—0.1%
WPP, Plc.	74,431		433,876
Luxembourg—0.4%
ArcelorMittal	56,699		1,366,628
Millicom International Cellular S.A. (SEK) (b)	4,375		202,432
SES (FDR)	18,798		361,872
Tenaris S.A.	31,061		321,190
			2,252,122
Netherlands—2.5%
Aegon NV	85,785		547,435
Akzo Nobel NV	14,996		618,395
ASML Holding NV (b)	26,597		474,626
Corio NV (REIT)	3,133		143,651
European Aeronautic Defense & Space Co. NV (a)	21,349		360,435
Fugro NV	3,571		102,521
Heineken Holding NV	6,799		194,647
Heineken NV	15,183		466,476
ING Groep NV	124,711		1,303,627
James Hardie Industries NV (AUD)	34,811		114,014
Koninklijke Ahold NV	78,810		968,614
Koninklijke Boskalis Westminster NV	3,508		81,485
Koninklijke DSM NV	7,886		202,149
Koninklijke Philips Electronics NV	63,499		1,234,991
Randstad Holding NV (a)	7,076		143,654
Reed Elsevier NV	39,611		466,700
Royal KPN NV	112,246		1,627,663
SBM Offshore NV (a)	9,817		128,643
STMicroelectronics NV (a)	44,693		299,318
TNT NV	23,558		452,460
Unilever NV	102,744		2,489,499
Wolters Kluwer NV	17,885		337,774
			12,758,777
New Zealand—0.1%
Contact Energy, Ltd.	27,228		117,112
Fletcher Building, Ltd.	37,440		126,335
Telecom Corp. of New Zealand, Ltd. (a)	179,842		240,027
			483,474

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Norway—0.6%
DnB NOR ASA	48,456	$	193,563
Norsk Hydro ASA	45,479		183,672
Orkla ASA	54,230		360,632
Renewable Energy Corp. ASA (b)	10,100		94,976
StatoilHydro ASA	84,249		1,387,604
Telenor ASA	50,638		338,863
Yara International ASA	11,175		244,250
			2,803,560
Portugal—0.3%
Banco Comercial Portugues S.A. (a)	163,646		187,569
Banco Espirito Santo S.A. (a)	17,103		160,766
Brisa-Auto Estradas de Portugal S.A. (a)	16,279		121,635
Cimpor Cimentos de Portugal, SGPS, S.A. (a)	17,988		87,578
Energias de Portugal S.A.	120,505		454,177
Galp Energia SGPS S.A. (a)	12,522		126,059
Jeronimo Martins, SGPS, S.A.	18,941		105,220
Portugal Telecom, SGPS, S.A. (a)	42,778		363,009
			1,606,013
Singapore—1.0%
CapitaLand, Ltd.	116,000		254,850
CapitaMall Trust (REIT) (a)	98,000		109,114
City Developments, Ltd. (a)	40,000		178,482
ComfortDelGro Corp., Ltd.	153,000		154,881
DBS Group Holdings, Ltd.	74,978		444,788
Fraser & Neave, Ltd. (a)	76,000		156,657
Keppel Corp., Ltd.	79,000		239,438
Oversea-Chinese Banking Corp.	170,880		595,367
SembCorp Industries, Ltd.	89,000		144,603
Singapore Airlines, Ltd.	40,940		321,377
Singapore Exchange, Ltd. (a)	54,000		193,481
Singapore Press Holdings, Ltd. (a)	117,250		253,885
Singapore Technologies Engineering, Ltd.	127,000		210,052
Singapore Telecommunications, Ltd.	500,820		891,720
United Overseas Bank, Ltd.	80,392		725,703
Wilmar International, Ltd.	62,000		121,368
			4,995,766
Spain—4.5%
Abertis Infraestructuras S.A.	17,694		314,866
Acciona S.A. (a)	1,646		208,194
Acerinox S.A. (a)	12,363		198,458
ACS Actividades de Construccion y Servicios S.A. (a)	11,363		522,352
Banco Bilbao Vizcaya Argentaria S.A.	224,492		2,754,638
Banco de Sabadell S.A. (a)	57,638		392,490
Banco de Valencia S.A.	13,303		140,342
Banco Popular Espanol S.A. (a)	47,418		411,708
Banco Santander S.A. (a)	504,093		4,865,064
Bankinter S.A. (a)	16,977		152,552
Cintra Concesiones de Infraestructuras de Transporte S.A. (a)	13,818		103,963
Criteria Caixacorp S.A. (a) (b)	53,350		209,899
EDP Renovaveis S.A.	14,440		101,122

Security Description	Shares	Value*
Spain—(Continued)
Enagas S.A.	10,769	$	236,244
Fomento de Construcciones y Contratas S.A.	3,072		101,100
Gamesa Corp. Tecnologica S.A.	10,521		190,835
Gas Natural SDG S.A.	7,593		207,097
Gestevision Telecino S.A.	7,133		75,997
Grifols S.A.	8,240		143,116
Grupo Ferrovial S.A. (a)	4,336		119,443
Iberdrola Renovables (b)	51,000		220,497
Iberdrola S.A.	218,820		2,031,786
Iberia Lineas Aereas de Espana	31,120		87,161
Inditex S.A. (a)	13,792		609,625
Indra Sistemas S.A. (a)	8,289		188,343
Mapfre S.A. (a)	45,139		153,026
Red Electrica de Espana	6,962		352,712
Repsol YPF S.A.	45,323		965,316
Telefonica S.A.	266,902		5,982,732
Union Fenosa S.A.	23,022		568,998
Zardoya Otis S.A. (a)	7,249		129,055
			22,738,731
Sweden—1.9%
Alfa Laval AB (a)	26,060		226,270
Assa Abloy AB (Series B) (a)	20,057		227,576
Atlas Copco AB (Series A) (a)	47,555		409,364
Atlas Copco AB (Series B)	26,061		200,314
Electrolux AB (a)	17,118		147,229
Getinge AB	1,348		15,555
Getinge AB (Class B) (a)	12,136		145,440
Hennes & Mauritz AB (Series B)	33,439		1,306,664
Holmen AB (Series B)	3,472		85,843
Husqvarna AB (a)	17,118		90,704
Investor AB	28,200		424,367
Nordea Bank AB	128,370		903,617
Sandvik AB (a)	61,232		389,005
Scania AB (a)	21,772		217,913
Securitas AB (a)	21,462		176,164
Skandinaviska Enskilda Banken AB	29,510		237,045
Skanska AB (a)	25,167		250,855
SKF AB (a)	22,272		221,718
SSAB Svenskt Stal AB (Series A) (a)	11,498		101,277
Svenska Cellulosa AB	34,876		298,242
Svenska Handelsbanken AB	29,317		477,189
Swedbank AB (a)	22,400		128,471
Swedish Match AB	18,278		261,651
Tele2 AB	17,423		154,865
Telefonaktiebolaget LM Ericsson (Class B)	187,674		1,439,367
TeliaSonera AB	142,758		710,546
Volvo AB (Series A)	28,429		160,019
Volvo AB (Series B) (a)	69,624		384,703
			9,791,973
Switzerland—8.0%
ABB, Ltd.	141,489		2,132,835
Actelion, Ltd. (a) (b)	6,285		353,979
Adecco S.A.	8,604		292,037
Aryzta AG	4,300		139,598

*See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Switzerland—(Continued)
Baloise Holdings AG	3,194	$	240,065
BKW FMB Energie AG	1,017		98,871
Compagnie Financiere Richemont S.A.	32,172		624,605
Credit Suisse Group	67,406		1,847,547
Geberit AG (a)	2,351		253,276
Givaudan AG	405		319,042
Holcim, Ltd. (a)	12,518		720,778
Julius Baer Holding AG	13,122		504,773
Kuehne & Nagel International AG (a)	3,252		210,847
Lindt & Spruengli AG	7		149,249
Lindt & Spruengli AG (Participation Certificate) (a)	55		102,152
Logitech International S.A. (b)	10,725		167,434
Lonza Group AG (a)	2,935		271,326
Nestle S.A.	241,405		9,514,393
Nobel Biocare Holding AG (a)	8,030		164,488
Novartis AG	149,975		7,514,420
Pargesa Holding S.A.	1,694		113,258
Roche Holding AG	44,287		6,817,261
SGS S.A. (a)	302		316,175
Sonova Holding AG (a)	2,594		156,493
Straumann Holding AG	534		94,059
Sulzer AG	1,960		113,007
Swatch Group AG (Class A)	3,213		87,834
Swatch Group AG (Class B)	2,093		292,362
Swiss Life Holding	2,159		149,765
Swiss Reinsurance	20,962		1,018,362
Swisscom AG	1,500		484,249
Syngenta AG	6,316		1,223,603
UBS AG	183,932		2,667,713
Zurich Financial Services AG	9,117		1,979,077
			41,134,933
United Kingdom—19.1%
3i Group, Plc.	21,064		82,983
Admiral Group, Plc.	11,691		154,419
AMEC, Plc.	27,500		196,282
Anglo American, Plc.	83,380		1,904,528
Antofagasta, Plc.	24,514		151,415
Associated British Foods, Plc.	22,128		233,514
AstraZeneca, Plc.	91,591		3,711,143
Aviva, Plc.	165,050		934,258
BAE Systems, Plc.	231,814		1,263,445
Balfour Beatty, Plc.	30,333		144,510
Barclays, Plc.	536,559		1,209,631
BG Group, Plc.	211,221		2,932,543
BHP Billiton, Plc.	139,323		2,624,410
BP, Plc.	1,182,418		9,060,026
British Airways, Plc.	41,370		107,880
British American Tobacco, Plc.	119,743		3,111,326
British Energy Group, Plc.	64,769		721,359
British Land Co., Plc. (REIT) (a)	30,642		245,627
British Sky Broadcasting, Plc.	73,950		514,520
BT Group, Plc.	513,648		1,009,209
Bunzl, Plc.	22,401		191,204
Burberry Group, Plc. (a)	26,876		86,197
Cable & Wireless, Plc.	157,710		356,747

Security Description	Shares	Value*
United Kingdom—(Continued)
Cadbury, Plc.	86,947	$	761,141
Cairn Energy, Plc. (b)	8,110		237,314
Capita Group, Plc.	39,413		419,946
Carnival, Plc.	11,804		257,179
Centrica, Plc.	322,622		1,239,736
Cobham, Plc.	73,272		217,860
Compass Group, Plc.	126,999		630,222
Diageo, Plc.	158,270		2,201,619
Drax Group	21,005		170,273
Eurasian Natural Resources Corp. (b)	21,266		101,853
Experian Group, Ltd.	71,621		448,521
FirstGroup, Plc.	30,753		192,387
Friends Provident, Plc.	183,982		230,754
G4S, Plc.	83,089		246,595
GlaxoSmithKline, Plc.	329,925		6,124,859
Hammerson, Plc. (REIT) (a)	17,590		136,257
Hays, Plc.	89,608		90,337
HBOS, Plc. (c) (d)	467,219		0
HBOS, Plc.	337,611		342,637
Home Retail Group, Plc. (b)	54,363		166,746
HSBC Holdings, Plc.	759,927		7,273,434
ICAP, Plc. (a)	36,213		151,021
IMI, Plc.	24,507		96,300
Imperial Tobacco Group, Plc.	64,202		1,715,036
Intercontinental Hotels Group, Plc.	22,824		185,711
International Power, Plc.	93,731		325,442
Invensys, Plc.	47,928		120,749
Investec, Plc.	26,347		109,716
J. Sainsbury Co.	64,876		308,497
Johnson Matthey, Plc.	14,556		231,034
Kingfisher, Plc.	152,400		298,053
Ladbrokes, Plc.	47,638		127,404
Land Securities Group, Plc. (REIT)	28,545		380,464
Legal & General Group, Plc.	357,048		398,258
Liberty International, Plc. (REIT) (a)	16,665		115,481
Lloyds TSB Group, Plc. (a)	371,186		679,388
Logica, Plc. (a)	90,803		90,688
Lonmin, Plc.	9,678		127,762
Man Group, Plc.	108,024		372,856
Marks & Spencer Group, Plc.	96,716		301,018
Meggitt, Plc.	42,619		98,865
National Grid, Plc.	159,194		1,573,261
Next, Plc.	13,648		213,675
Old Mutual, Plc.	381,581		304,855
Pearson, Plc.	50,438		468,092
Prudential, Plc.	157,765		960,506
Reckitt Benckiser Group, Plc.	37,679		1,403,709
Reed Elsevier Plc.	69,574		507,113
Rexam, Plc.	42,308		216,086
Rio Tinto, Plc.	62,082		1,345,120
Rolls-Royce Group, Plc.	114,239		559,644
Royal Bank of Scotland Group, Plc.	1,125,807		813,857
Royal Dutch Shell, Plc. (Class A) (a)	223,688		5,847,276
Royal Dutch Shell, Plc. (Class B)	171,333		4,312,029
SABMiller, Plc.	57,485		967,892
Sage Group, Ltd.	78,702		193,533
Schroders, Plc.	11,672		145,759

*See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
United Kingdom—(Continued)
Scottish & Southern Energy, Plc.	54,779	$	964,538
Segro, Plc. (REIT) (a)	25,798		92,283
Serco Group, Plc.	34,317		223,352
Severn Trent, Plc.	14,349		248,467
Shire, Ltd.	34,646		506,656
Smith & Nephew, Plc.	56,488		358,399
Smiths Group, Plc.	25,680		330,635
Standard Chartered, Plc.	119,573		1,528,539
Standard Life, Plc.	141,054		413,603
Tate & Lyle, Plc.	33,442		194,257
Tesco, Plc.	496,040		2,584,325
Thomas Cook Group, Plc.	30,655		78,496
Thomson Reuters, Plc.	12,693		280,736
Tomkins, Plc. (a)	54,938		98,433
TUI Travel, Plc.	44,767		151,332
Tullow Oil, Plc.	45,822		438,488
Unilever, Plc.	82,194		1,867,900
United Business Media, Ltd.	20,651		152,031
United Utilities G	48,207		436,270
Vendeta Resources, Plc.	9,571		84,977
Vodafone Group, Plc.	3,327,748		6,699,135
Whitbread, Plc.	14,577		192,831
WM Morrison Supermarkets, Plc.	149,552		606,549
Wolseley, Plc. (a)	43,462		242,326
Xstrata, Plc.	39,366		366,995
			97,644,549
United States—0.1%
Synthes, Inc. (CHF) (b)	3,629		458,728
Total Common Stock (Identified Cost $633,904,653)			494,045,704
Mutual Funds—2.5%
United States—2.5%
iShares MSCI EAFE Index Fund (a)	288,500		12,944,995
Total Mutual Funds (Identified Cost $12,360,985)			12,944,995
Preferred Stock—0.4%
Germany—0.4%
Fresenius SE	4,821		282,499
Henkel KGaA	10,747		344,563
Porsche AG	5,610		437,047
RWE AG	2,982		225,451
Volkswagen AG	6,775		361,534
			1,651,094
Switzerland—0.0%
Schindler Holding AG (a)	2,500		114,258
Total Preferred Stock (Identified Cost $2,181,653)			1,765,352

Rights—0.0%
Security Description	Shares		Value*
Belgium—0.0%
Anheuser-Busch InBev NV		4	$	90
Fortis (c) (d)		137,599		0
				90
Japan—0.0%
Dowa Mining Co., Ltd.		16,000		2,859
Singapore—0.0%
DBS Group Holdings		37,489		39,031
United Kingdom—0.0%
Lloyds TSB Group (c) (d)		161,354		0
Total Rights (Identified Cost $128)				41,980
Short Term Investments—9.9%
Security Description	Face Amount/Shares		Value*
United States—9.9%
Federal Home Loan Bank
0.040%, 01/27/09	$	325,000		324,972
0.008%, 03/25/09		875,000		874,838
2.400%, 01/23/09		4,425,000		4,424,973
State Street Navigator Securities Lending Prime Portfolio (e)		45,077,458		45,077,458
Total Short Term Investments (Identified Cost $50,702,241)				50,702,241
Total Investments—109.4% (Identified Cost $699,149,660) (f)				559,500,272
Liabilities in excess of other assets				(48,044,934	)
Total Net Assets—100%			$	511,455,338

*See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Schedule of Investments as of December 31, 2008

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $43,246,942 and the collateral received consisted of cash in the amount of $45,077,458 and non-cash collateral with a value of $642,756. The cash collateral is invested in a money market fund managed by an affiliate of the custodian. The non-cash collateral received consists primarily of government securities and bank letters of credit, and are held for the benefit of the Portfolio at the Portfolio’s custodian. The Portfolio cannot repledge or resell this collateral. As such, these are excluded from the Statement of Assets and Liabilities.

(b) Non-Income Producing.

(c) Zero Valued Security.

(d) Security was valued in good faith under procedures established by the Board of Directors.

(e) Represents investment of cash collateral received from securities lending transactions.

(f) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $715,291,214 and the composition of unrealized appreciation and depreciation of investment securities was $31,945,733 and $(187,736,675), respectively.

(FDR)— Fiduciary Depository Receipt

(REIT)— A Real Estate Investment Trust is a pooled investment vehicle that invests primarily in income-producing real estate or real estate related loans or interest.

(AUD)— Australian Dollar

(CHF)— Swiss Franc

(HKD)— Hong Kong Dollar

(NOK)— Norwegian Krone

(SEK)— Swedish Krona

(SGD)— Singapore Dollar

Ten Largest Industries as of December 31, 2008 (Unaudited)	Percentage of Total Net Assets
Commercial Banks	12.3%
Oil, Gas & Consumable Fuels	8.8%
Diversified Telecommunication Services	5.4%
Semiconductors & Semiconductor Equipment	5.3%
Insurance	4.7%
Electric Utilities	4.6%
Metals & Mining	4.0%
Food Products	3.3%
Automobiles	3.2%
Pharmaceuticals	2.9%

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	58,022,453	$	0
Level 2 - Other Significant Observable Inputs		501,477,819		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	559,500,272	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	559,500,272
Cash				248,082
Foreign cash at value (c)				241,359
Receivable for:
Securities sold				6,239,742
Fund shares sold				1,389,210
Accrued interest and dividends				710,301
Foreign taxes				93,798
Total Assets				568,422,764
Liabilities
Payable for:
Securities purchased	$	11,256,753
Fund shares redeemed		378,831
Withholding taxes		23,262
Collateral for securities loaned		45,077,458
Accrued expenses:
Management fees		118,470
Service and distribution fees		44,084
Other expenses		68,568
Total Liabilities				56,967,426
Net Assets			$	511,455,338
Net assets consists of:
Capital paid in			$	653,683,613
Undistributed net investment income				20,972,538
Accumulated net realized losses				(23,519,911	)
Unrealized depreciation on investments and foreign currency				(139,680,902	)
Net Assets			$	511,455,338
Computation of offering price:
Class A
Net asset value and redemption price per share ($269,717,740 divided by 28,817,119 shares outstanding)			$	9.36
Class B
Net asset value and redemption price per share ($196,038,718 divided by 21,292,386 shares outstanding)			$	9.21
Class E
Net asset value and redemption price per share ($45,698,880 divided by 4,907,068 shares outstanding)			$	9.31
(a) Identified cost of investments			$	699,149,660
(b) Includes cash collateral for securities loaned of			$	45,077,458
(c) Identified cost of foreign cash			$	256,076

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	25,870,678	(a)
Interest					1,550,941	(b)
					27,421,619
Expenses
Management fees	$	2,131,106
Service and distribution fees—Class B		627,562
Service and distribution fees—Class E		98,222
Directors’ fees and expenses		31,907
Custodian		511,219
Audit and tax services		42,591
Legal		11,995
Printing		208,968
Insurance		8,991
Miscellaneous		14,986
Total expenses		3,687,547
Management fee waivers		(49,726	)		3,637,821
Net Investment Income					23,783,798
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(17,395,385	)
Foreign currency transactions—net		257,343			(17,138,042	)
Change in unrealized depreciation on:
Investments—net		(373,721,938	)
Foreign currency transactions—net		(30,230	)		(373,752,168	)
Net loss					(390,890,210	)
Net Decrease in Net Assets From Operations				$	(367,106,412	)

(a) Net of foreign taxes of $2,331,148.

(b) Includes income on securities loaned of $1,542,477.

See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	23,783,798		$	18,778,557
Net realized gain (loss)		(17,138,042	)		27,396,414
Change in unrealized appreciation (depreciation)		(373,752,168	)		19,814,731
Increase (decrease) in net assets from operations		(367,106,412	)		65,989,702
From Distributions to Shareholders
Net investment income
Class A		(11,876,797	)		(6,957,555	)
Class B		(6,771,340	)		(4,654,053	)
Class E		(1,871,591	)		(1,623,651	)
		(20,519,728	)		(13,235,259	)
Net realized gain
Class A		(16,409,488	)		(3,710,696	)
Class B		(10,411,846	)		(2,816,927	)
Class E		(2,752,056	)		(930,691	)
		(29,573,390	)		(7,458,314	)
Total distributions		(50,093,118	)		(20,693,573	)
Increase in net assets from capital share transactions		34,554,213			214,083,082
Net increase (decrease) in net assets		(382,645,317	)		259,379,211
Net Assets
Beginning of the period		894,100,655			634,721,444
End of the period	$	511,455,338		$	894,100,655
Undistributed Net Investment Income
End of the period	$	20,972,538		$	16,995,755

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	4,271,358		$	52,902,915		14,171,371		$	244,141,099
Reinvestments	1,828,461			28,286,285		634,637			10,668,251
Redemptions	(7,057,043	)		(91,096,573	)	(5,081,003	)		(85,752,377	)
Net increase (decrease)	(957,224	)	$	(9,907,373	)	9,725,005		$	169,056,973
Class B
Sales	5,384,067		$	65,932,778		6,004,028		$	99,957,475
Reinvestments	1,126,766			17,183,186		450,602			7,470,980
Redemptions	(2,822,733	)		(37,951,253	)	(3,507,476	)		(57,974,664	)
Net increase	3,688,100		$	45,164,711		2,947,154		$	49,453,791
Class E
Sales	700,062		$	8,412,837		743,690		$	12,495,190
Reinvestments	300,042			4,623,647		152,498			2,554,342
Redemptions	(1,026,664	)		(13,739,609	)	(1,162,298	)		(19,477,214	)
Net decrease	(26,560	)	$	(703,125	)	(266,110	)	$	(4,427,682	)
Increase derived from capital share transactions			$	34,554,213				$	214,083,082

See accompanying notes to financial statements.

MSF-16

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	17.19		$	16.00		$	12.95		$	11.64		$	9.80
Income From Investment Operations
Net investment income		0.46	(a)		0.46	(a)		0.35	(a)		0.25			0.21
Net realized and unrealized gain (loss) of investments		(7.31	)		1.26			2.95			1.26			1.70
Total from investment operations		(6.85	)		1.72			3.30			1.51			1.91
Less Distributions
Distributions from net investment income		(0.41	)		(0.35	)		(0.25	)		(0.20	)		(0.07	)
Distributions from net realized capital gains		(0.57	)		(0.18	)		0.00			0.00			0.00
Total distributions		(0.98	)		(0.53	)		(0.25	)		(0.20	)		(0.07	)
Net Asset Value, End of Period	$	9.36		$	17.19		$	16.00		$	12.95		$	11.64
Total Return (%)		(42.1	)		10.8			25.7			13.2			19.6
Ratio of operating expenses to average net assets (%)		0.41			0.41			0.49			0.51			0.59
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.42			0.41			0.50			0.51			N/A
Ratio of net investment income to average net assets (%)		3.44			2.69			2.46			2.19			2.01
Portfolio turnover rate (%)		15			24			18			22			38
Net assets, end of period (000)	$	269,718		$	511,803		$	320,845		$	242,623		$	210,034

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	16.92		$	15.76		$	12.76		$	11.48		$	9.68
Income From Investment Operations
Net investment income		0.42	(a)		0.41	(a)		0.31	(a)		0.19			0.12
Net realized and unrealized gain (loss) of investments		(7.19	)		1.23			2.91			1.27			1.74
Total from investment operations		(6.77	)		1.64			3.22			1.46			1.86
Less Distributions
Distributions from net investment income		(0.37	)		(0.30	)		(0.22	)		(0.18	)		(0.06	)
Distributions from net realized capital gains		(0.57	)		(0.18	)		0.00			0.00			0.00
Total distributions		(0.94	)		(0.48	)		(0.22	)		(0.18	)		(0.06	)
Net Asset Value, End of Period	$	9.21		$	16.92		$	15.76		$	12.76		$	11.48
Total Return (%)		(42.2	)		10.5			25.5			12.9			19.3
Ratio of operating expenses to average net assets (%)		0.66			0.66			0.74			0.76			0.84
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.67			0.66			0.75			0.76			N/A
Ratio of net investment income to average net assets (%)		3.21			2.46			2.18			1.86			1.60
Portfolio turnover rate (%)		15			24			18			22			38
Net assets, end of period (000)	$	196,039		$	297,898		$	231,042		$	145,077		$	73,707

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-17

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	17.11		$	15.93		$	12.90		$	11.59		$	9.77
Income From Investment Operations
Net investment income		0.44	(a)		0.43	(a)		0.33	(a)		0.26			0.19
Net realized and unrealized gain (loss) of investments		(7.28	)		1.25			2.94			1.23			1.70
Total from investment operations		(6.84	)		1.68			3.27			1.49			1.89
Less Distributions
Distributions from net investment income		(0.39	)		(0.32	)		(0.24	)		(0.18	)		(0.07	)
Distributions from net realized capital gains		(0.57	)		(0.18	)		0.00			0.00			0.00
Total distributions		(0.96	)		(0.50	)		(0.24	)		(0.18	)		(0.07	)
Net Asset Value, End of Period	$	9.31		$	17.11		$	15.93		$	12.90		$	11.59
Total Return (%)		(42.2	)		10.6			25.6			13.0			19.4
Ratio of operating expenses to average net assets (%)		0.56			0.56			0.64			0.66			0.74
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.57			0.56			0.65			0.66			N/A
Ratio of net investment income to average net assets (%)		3.31			2.57			2.32			2.05			1.91
Portfolio turnover rate (%)		15			24			18			22			38
Net assets, end of period (000)	$	45,699		$	84,400		$	82,835		$	74,489		$	73,449

(a) Per share amount is based on average shares outstanding during the period.

(b) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-18

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Morgan Stanley EAFE Index Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-19

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-20

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on their non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, or hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing options is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing put options is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-21

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Fund Concentration:

The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies and may require settlement in foreign currencies and pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$23,880,340	$	14,775,563	$	26,212,778	$	5,918,010	$	—	$	—	$	50,093,118	$	20,693,573

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$23,042,535	$	3,829,271	$	(155,696,803	)	$	—	$	(128,824,997	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(13,403,278	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

MSF-22

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	123,053,401	$	0	$	109,351,606

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.30% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2008 were $2,131,106.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MLIAC”) with respect to the Portfolio. MetLife Advisers pays MLIAC an investment subadvisory fee for the Portfolio equal to the costs incurred by MLIAC in providing subadvisory services to the Portfolio. Fees earned by MLIAC with respect to the Portfolio for the year ended December 31, 2008 were $163,385.

Management Fee Waivers:

Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2008 to April 30, 2009, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio at the annual rate of 0.007% of average daily net assets. A similar expense agreement was in place for the period May 1, 2007 through April 30, 2008. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the

MSF-23

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. REGULATORY MATTERS:

On August 9, 2007, the SEC announced that it had settled an enforcement action regarding late trading against General American with, among other things, General American agreeing to pay a civil penalty and to comply with certain undertakings. General American consented to the SEC’s order without admitting or denying the findings. On May 23, 2008, the SEC released a proposed distribution plan pursuant to which General American would make payments to mutual funds affected by certain late trading activity, including certain portfolios of the Fund. Under this plan, the Portfolio is entitled to $167.

8. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-24

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Morgan Stanley EAFE Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Morgan Stanley EAFE Index Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 23, 2009

MSF-25

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-26

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-27

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-28

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-29

Metropolitan Series Fund, Inc.

Morgan Stanley EAFE Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-30

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-31

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. Neuberger Berman Mid Cap Value Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Managed by Neuberger Berman Management, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Neuberger Berman Mid Cap Value Portfolio returned -47.3%, compared to its benchmark, the Russell Midcap Value Index¹, which returned -38.4%. The average return of the Portfolio’s peer group, the Lipper Variable Insurance Products² Mid-Cap Value Funds Universe, was -38.7% over the same period.

PORTFOLIO REVIEW

The Portfolio posted a negative return as stocks were pressured by the ongoing housing slump, skyrocketing oil prices, continued write-offs from leading financial institutions, and diminished consumer confidence. In the second half of 2008, economic and market conditions deteriorated even further as the collapse of Bear Stearns and Lehman Brothers and the ensuing credit crisis turned a smoldering U.S. recession into a serious global economic slowdown. Forced liquidation by highly leveraged hedge funds faced with margin calls and broad based selling by mutual funds to meet rising redemptions further undermined stocks. Due primarily to lagging performance in the Materials, Industrials and Health Care sectors, the Portfolio finished 2008 trailing the Russell Midcap Value Index.

There was no place to escape the broad-based stock market carnage in 2008. All 10 of the Russell Midcap Value Index sectors posted double digit losses and seven of ten sectors declined by 30% or more. Even traditionally defensive sectors such as Consumer Staples, Healthcare, and Utilities posted double digit percentage losses.

We failed to anticipate the collapse of Lehman Brothers on September 15, 2008 and underestimated how swiftly and severely it would impact the economy and the stock market. Our only option would have been to sell high quality companies with good long term prospects at fire sale prices—a strategy we believed would further penalize shareholders.

Industrials sector investments penalized Portfolio performance most severely. We thought our strategy of owning industrial companies in secular growth businesses, most notably energy infrastructure, would insulate us from the potential damage to traditional cyclicals as the economy weakened. However, cascading energy prices along with the credit crunch was expected to cause delays and/or postponements in energy infrastructure projects, dimming the near-term outlook for several of our holdings. Materials sector holdings, especially metals and mining companies, were also hit hard as the prospect of a global economic slowdown sent materials prices lower. Poor returns in Healthcare were primarily the result of the generally poor performance of the HMOs in the Portfolio.

Information Technology was our only significant relative performance bright spot. The Portfolio was materially over-weighted in the sector and our holdings declined only half as much as the corresponding benchmark sector.

It is difficult to predict precisely when the U.S. and global economies will begin to firm. However, we note that the November 24 rescue of Citigroup along with the Treasury Department and Federal Reserve’s moves to lower interest rates, promote inter-bank lending and narrow credit spreads has begun to have a positive impact on the credit markets.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell Midcap^® Value Index is an unmanaged measure of performance of those Russell Midcap companies (the 800 smallest companies in the Russell 1000 Index) with lower price-to-book ratios and higher forecasted growth values.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

A $10,000 INVESTMENT COMPARED TO THE

RUSSELL MIDCAP VALUE INDEX

Average Annual Returns as of December 31, 2008

	Neuberger Berman Mid Cap Value Portfolio						Russell MidCap Value Index
	Class A		Class B		Class E
1 Year	-47.3	%	-47.5	%	-47.4	%	-38.4	%
5 Year	-3.5		-3.7		-3.6		0.3
10 Year	4.3		—		—		4.4
Since Inception	—		0.0		0.1		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 11/9/98, 5/1/01 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Assurant, Inc.	2.4%
Constellation Brands, Inc.	2.3%
StanCorp Financial Group, Inc.	2.2%
Affiliated Computer Services, Inc.	2.1%
Shire, Plc. (ADR)	2.1%
DPL, Inc.	2.1%
Invesco, Ltd.	2.1%
NRG Energy, Inc.	2.0%
Annaly Capital Management, Inc.	1.9%
Jefferies Group, Inc.	1.8%

Top Sectors

	% of Total Market Value
Financials	24.9%
Energy	11.3%
Utilities	10.6%
Consumer Discretionary	10.5%
Health Care	9.6%
Industrials	8.9%
Information Technology	8.7%
Consumer Staples	8.1%
Materials	4.2%
Cash	3.2%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Neuberger Berman Mid Cap Value—Class A	Actual	0.70	%	$	1,000.00	$	560.37	$	2.75
	Hypothetical	0.70	%	$	1,000.00	$	1,021.58	$	3.56
Neuberger Berman Mid Cap Value—Class B	Actual	0.95	%	$	1,000.00	$	559.67	$	3.72
	Hypothetical	0.95	%	$	1,000.00	$	1,020.30	$	4.82
Neuberger Berman Mid Cap Value—Class E	Actual	0.85	%	$	1,000.00	$	560.33	$	3.33
	Hypothetical	0.85	%	$	1,000.00	$	1,020.81	$	4.32

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—96.6% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—2.7%
Empresa Brasileira de Aeronautica S.A. (ADR)	418,300	$	6,780,643
L-3 Communications Holdings, Inc.	113,600		8,381,408
			15,162,051
Auto Components—1.1%
WABCO Holdings, Inc.	402,500		6,355,475
Automobiles—1.1%
Harley-Davidson, Inc. (a)	370,500		6,287,385
Beverages—3.3%
Constellation Brands, Inc. (b)	819,200		12,918,784
Dr. Pepper Snapple Group, Inc. (b)	356,100		5,786,625
			18,705,409
Capital Markets—6.8%
Invesco, Ltd.	814,000		11,754,160
Jefferies Group, Inc. (a)	744,800		10,471,888
Legg Mason, Inc.	446,900		9,791,579
Morgan Stanley	394,800		6,332,592
			38,350,219
Commercial Banks—3.4%
First Horizon National Corp. (a) (b)	649,555		6,865,797
KeyCorp.	619,700		5,279,844
Zions Bancorp (a)	288,000		7,058,880
			19,204,521
Construction & Engineering—1.2%
Chicago Bridge & Iron Co., NV	669,100		6,724,455
Diversified Financial Services—0.9%
Moody’s Corp.	262,900		5,281,661
Electric Utilities—6.8%
DPL, Inc. (a)	515,100		11,764,884
Entergy Corp.	89,300		7,423,509
FirstEnergy Corp.	189,900		9,225,342
NV Energy, Inc. (a)	451,100		4,461,379
PPL Corp.	182,800		5,610,132
			38,485,246
Electronic Equipment, Instruments & Components—2.9%
Anixter International, Inc. (a) (b)	293,500		8,840,220
Avnet, Inc. (b)	407,500		7,420,575
			16,260,795
Energy Equipment & Services—2.3%
National Oilwell Varco, Inc. (b)	203,700		4,978,428
Noble Corp.	163,400		3,609,506
Oceaneering International, Inc. (b)	151,400		4,411,796
			12,999,730

Security Description	Shares	Value*
Food Products—2.6%
ConAgra Foods, Inc.	398,600	$	6,576,900
Smithfield Foods, Inc. (a) (b)	234,700		3,302,229
The J. M. Smucker Co.	117,600		5,099,136
			14,978,265
Health Care Equipment & Supplies—0.8%
Covidien, Ltd.	119,900		4,345,176
Health Care Providers & Services—5.6%
Aetna, Inc.	310,600		8,852,100
AmerisourceBergen Corp.	155,800		5,555,828
Cigna Corp.	281,300		4,739,905
Coventry Health Care, Inc. (b)	382,850		5,696,808
Mednax, Inc. (b)	214,100		6,786,970
			31,631,611
Health Care Technology—1.1%
IMS Health, Inc.	430,400		6,524,864
Hotels, Restaurants & Leisure—0.2%
Darden Restaurants, Inc. (a)	31,700		893,306
Household Durables—2.8%
NVR, Inc. (a) (b)	22,500		10,265,625
Whirlpool Corp. (a)	136,000		5,623,600
			15,889,225
Household Products—0.4%
Energizer Holdings, Inc. (a) (b)	41,200		2,230,568
Independent Power Producers & Energy Traders—2.6%
Dynegy, Inc. (a) (b)	1,752,800		3,505,600
NRG Energy, Inc. (a) (b)	476,100		11,107,413
			14,613,013
Industrial Conglomerates—0.5%
McDermott International, Inc. (a) (b)	273,600		2,703,168
Insurance—7.8%
Assurant, Inc.	446,660		13,399,800
PartnerRe, Ltd.	121,000		8,623,670
StanCorp Financial Group, Inc.	301,400		12,589,478
W.R. Berkley Corp.	313,250		9,710,750
			44,323,698
IT Services—4.6%
Affiliated Computer Services, Inc. (Class A) (b)	263,300		12,098,635
Fidelity National Information Services, Inc.	230,700		3,753,489
Lender Processing Services, Inc.	352,199		10,372,261
			26,224,385
Machinery—3.8%
Eaton Corp.	144,000		7,158,240
Kennametal, Inc.	70,900		1,573,271

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Machinery—(Continued)
SPX Corp.	94,400	$	3,827,920
Terex Corp. (a)	523,400		9,065,288
			21,624,719
Marine—0.7%
Eagle Bulk Shipping, Inc. (a)	595,100		4,058,582
Media—2.3%
Cablevision Systems Corp. (Class A) (a)	212,600		3,580,184
The McGraw-Hill Cos., Inc. (a)	400,200		9,280,638
			12,860,822
Metals & Mining—4.1%
Cliffs Natural Resources, Inc.	229,900		5,887,739
Freeport-McMoRan Copper & Gold, Inc. (a) (b)	224,900		5,496,556
Sterlite Industries India, Ltd. (ADR) (a)	467,500		2,580,600
Teck Cominco, Ltd. (Class B) (CAD) (a)	924,400		4,548,048
United States Steel Corp.	133,700		4,973,640
			23,486,583
Multi-Utilities—1.2%
CMS Energy Corp. (a)	673,500		6,809,085
Multiline Retail—3.1%
J.C. Penney Co., Inc. (a)	429,500		8,461,150
Macy’s, Inc. (a)	858,700		8,887,545
			17,348,695
Oil, Gas & Consumable Fuels—9.1%
Apache Corp.	77,000		5,738,810
Denbury Resources, Inc. (a) (b)	522,800		5,708,976
Noble Energy, Inc. (a)	203,000		9,991,660
Ship Finance International, Ltd. (a)	290,613		3,211,274
Southwestern Energy Co. (b)	292,600		8,476,622
Talisman Energy, Inc.	972,315		9,713,427
Whiting Petroleum Corp. (b)	252,410		8,445,638
			51,286,407
Personal Products—1.7%
NBTY, Inc. (b)	613,315		9,598,380
Pharmaceuticals—2.1%
Shire, Plc. (ADR) (a)	265,900		11,907,002
Real Estate Investment Trusts—5.8%
Alexandria Real Estate Equities, Inc. (a)	45,200		2,727,368
Annaly Capital Management, Inc.	668,920		10,615,760
Boston Properties, Inc. (a)	150,400		8,272,000
Developers Diversified Realty Corp.	330,400		1,612,352
Vornado Realty Trust (a)	164,100		9,903,435
			33,130,915

Security Description	Shares		Value*
Semiconductors & Semiconductor Equipment—1.2%
International Rectifier Corp. (b)		485,000	$	6,547,500
Total Common Stock (Identified Cost $865,575,327)				546,832,916
Short Term Investments—15.2%
Security Description	Shares/Face Amount		Value*
Mutual Funds—12.1%
State Street Navigator Securities Lending Prime Portfolio (c)		68,549,887		68,549,887
Repurchase Agreement—3.1%
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $17,683,010 on 01/02/09, collateralized by $18,040,000 U.S. Treasury Bill due 02/19/09 with a value of $18,040,000.	$	17,683,000		17,683,000
Total Short Term Investments (Identified Cost $86,232,887)				86,232,887
Total Investments 111.8% (Identified Cost $951,808,214) (d)				633,065,803
Liabilities in excess of other assets				(66,776,665	)
Total Net Assets—100%			$	566,289,138

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $70,280,106 and the collateral received consisted of cash in the amount of $68,549,887. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $976,355,850 and the composition of unrealized appreciation and depreciation of investment securities was $15,576,275 and $(358,866,322), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

(CAD)— Canadian Dollar

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	615,382,803	$	0
Level 2 - Other Significant Observable Inputs		17,683,000		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	633,065,803	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-7

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	633,065,803
Cash				72
Foreign cash at value (c)				66,947
Receivable for:
Securities sold				1,066,419
Fund shares sold				1,598,513
Accrued interest and dividends				966,284
Foreign taxes				161
Total Assets				636,764,199
Liabilities
Payable for:
Securities purchased	$	1,381,814
Fund shares redeemed		183,818
Collateral for securities loaned		68,549,887
Accrued expenses:
Management fees		285,782
Service and distribution fees		40,441
Other expenses		33,319
Total Liabilities				70,475,061
Net Assets			$	566,289,138
Net assets consists of:
Capital paid in			$	919,613,700
Undistributed net investment income				9,251,327
Accumulated net realized losses				(43,834,621	)
Unrealized depreciation on investments and foreign currency				(318,741,268	)
Net Assets			$	566,289,138
Computation of offering price:
Class A
Net asset value and redemption price per share ($342,212,031 divided by 31,100,210 shares outstanding)			$	11.00
Class B
Net asset value and redemption price per share ($188,359,744 divided by 17,306,637 shares outstanding)			$	10.88
Class E
Net asset value and redemption price per share ($35,717,363 divided by 3,259,041 shares outstanding)			$	10.96
(a) Identified cost of investments			$	951,808,214
(b) Includes cash collateral for securities loaned of			$	68,549,887
(c) Identified cost of foreign cash			$	65,804

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	15,116,710	(a)
Interest					1,936,899	(b)
					17,053,609
Expenses
Management fees	$	6,025,622
Service and distribution fees—Class B		696,800
Service and distribution fees—Class E		90,022
Directors’ fees and expenses		31,907
Custodian		82,722
Audit and tax services		36,941
Legal		15,531
Printing		213,184
Insurance		13,363
Miscellaneous		21,466
Total expenses		7,227,558
Expense reductions		(127,877	)		7,099,681
Net Investment Income					9,953,928
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(27,385,173	)
Futures contracts—net		1,120,051
Foreign currency transactions—net		6,644			(26,258,478	)
Change in unrealized depreciation on:
Investments—net		(469,143,900	)
Foreign currency transactions—net		(4,751	)		(469,148,651	)
Net loss					(495,407,129	)
Net Decrease in Net Assets From Operations				$	(485,453,201	)

(a) Net of foreign taxes of $126,207.

(b) Includes income on securities loaned of $1,797,040.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	9,953,928		$	13,328,680
Net realized loss		(26,258,478	)		(10,508,610	)
Change in unrealized appreciation (depreciation)		(469,148,651	)		23,266,453
Increase (decrease) in net assets from operations		(485,453,201	)		26,086,523
From Distributions to Shareholders
Net investment income
Class A		(6,188,605	)		(3,653,118	)
Class B		(1,536,377	)		(1,085,328	)
Class E		(408,404	)		(369,343	)
		(8,133,386	)		(5,107,789	)
Net realized gain
Class A		(8,888,332	)		(19,661,495	)
Class B		(3,460,891	)		(10,264,105	)
Class E		(753,434	)		(2,686,871	)
		(13,102,657	)		(32,612,471	)
Total distributions		(21,236,043	)		(37,720,260	)
Increase (decrease) in net assets from capital share transactions		(241,928,336	)		381,397,860
Net increase (decrease) in net assets		(748,617,580	)		369,764,123
Net Assets
Beginning of the period		1,314,906,718			945,142,595
End of the period	$	566,289,138		$	1,314,906,718
Undistributed Net Investment Income
End of the period	$	9,251,327		$	9,312,085

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	8,723,331		$	132,280,753		20,952,460		$	455,646,071
Reinvestments	737,980			15,076,937		1,038,513			23,314,613
Redemptions	(19,355,401	)		(370,806,840	)	(6,570,813	)		(142,938,314	)
Net increase (decrease)	(9,894,090	)	$	(223,449,150	)	15,420,160		$	336,022,370
Class B
Sales	3,157,641		$	45,080,537		4,778,926		$	103,820,476
Reinvestments	246,779			4,997,268		510,087			11,349,433
Redemptions	(3,275,242	)		(57,435,921	)	(2,939,477	)		(63,331,566	)
Net increase (decrease)	129,178		$	(7,358,116	)	2,349,536		$	51,838,343
Class E
Sales	307,511		$	4,556,252		612,491		$	13,516,410
Reinvestments	57,037			1,161,838		136,560			3,056,214
Redemptions	(981,957	)		(16,839,160	)	(1,066,379	)		(23,035,477	)
Net decrease	(617,409	)	$	(11,121,070	)	(317,328	)	$	(6,462,853	)
Increase (decrease) derived from capital share transactions			$	(241,928,336	)			$	381,397,860

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	21.26		$	21.27		$	20.97		$	20.67		$	17.35
Income From Investment Operations
Net investment income		0.20	(a)		0.27	(a)		0.18	(a)		0.12			0.07
Net realized and unrealized gain (loss) of investments		(10.10	)		0.50			2.18			2.08			3.82
Total from investment operations		(9.90	)		0.77			2.36			2.20			3.89
Less Distributions
Distributions from net investment income		(0.15	)		(0.12	)		(0.11	)		(0.06	)		(0.05	)
Distributions from net realized capital gains		(0.21	)		(0.66	)		(1.95	)		(1.84	)		(0.52	)
Total distributions		(0.36	)		(0.78	)		(2.06	)		(1.90	)		(0.57	)
Net Asset Value, End of Period	$	11.00		$	21.26		$	21.27		$	20.97		$	20.67
Total Return (%)		(47.3	)		3.4			11.5			12.3			22.9
Ratio of operating expenses to average net assets before expense reductions (%)		0.69			0.69			0.73			0.76			0.76
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.68			0.67			0.70			0.75			0.73
Ratio of net investment income to average net assets (%)		1.13			1.24			0.86			0.67			0.43
Portfolio turnover rate (%)		62			60			47			90			55
Net assets, end of period (000)	$	342,212		$	871,569		$	544,070		$	428,897		$	327,782

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	21.03		$	21.05		$	20.78		$	20.51		$	17.23
Income From Investment Operations
Net investment income		0.16	(a)		0.21	(a)		0.12	(a)		0.07			0.03
Net realized and unrealized gain (loss) of investments		(10.00	)		0.50			2.16			2.06			3.79
Total from investment operations		(9.84	)		0.71			2.28			2.13			3.82
Less Distributions
Distributions from net investment income		(0.10	)		(0.07	)		(0.06	)		(0.02	)		(0.02	)
Distributions from net realized capital gains		(0.21	)		(0.66	)		(1.95	)		(1.84	)		(0.52	)
Total distributions		(0.31	)		(0.73	)		(2.01	)		(1.86	)		(0.54	)
Net Asset Value, End of Period	$	10.88		$	21.03		$	21.05		$	20.78		$	20.51
Total Return (%)		(47.5	)		3.2			11.2			11.9			22.7
Ratio of operating expenses to average net assets before expense reductions (%)		0.94			0.94			0.98			1.01			1.01
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.93			0.92			0.95			0.99			0.98
Ratio of net investment income to average net assets (%)		0.94			0.97			0.61			0.46			0.17
Portfolio turnover rate (%)		62			60			47			90			55
Net assets, end of period (000)	$	188,360		$	361,252		$	312,192		$	209,448		$	93,366

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	21.18		$	21.19		$	20.90		$	20.61		$	17.31
Income From Investment Operations
Net investment income		0.18	(a)		0.23	(a)		0.15	(a)		0.10			0.05
Net realized and unrealized gain (loss) of investments		(10.07	)		0.51			2.17			2.06			3.81
Total from investment operations		(9.89	)		0.74			2.32			2.16			3.86
Less Distributions
Distributions from net investment income		(0.12	)		(0.09	)		(0.08	)		(0.03	)		(0.04	)
Distributions from net realized capital gains		(0.21	)		(0.66	)		(1.95	)		(1.84	)		(0.52	)
Total distributions		(0.33	)		(0.75	)		(2.03	)		(1.87	)		(0.56	)
Net Asset Value, End of Period	$	10.96		$	21.18		$	21.19		$	20.90		$	20.61
Total Return (%)		(47.4	)		3.3			11.3			12.1			22.8
Ratio of operating expenses to average net assets before expense reductions (%)		0.84			0.84			0.88			0.91			0.91
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.83			0.82			0.85			0.90			0.88
Ratio of net investment income to average net assets (%)		1.02			1.06			0.72			0.52			0.28
Portfolio turnover rate (%)		62			60			47			90			55
Net assets, end of period (000)	$	35,717		$	82,085		$	88,880		$	92,695		$	72,652

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Neuberger Berman Mid Cap Value Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-12

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

MSF-13

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$8,133,386	$	10,970,152	$	13,102,657	$	26,750,108	$	—	$	—	$	21,236,043	$	37,720,260

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$9,251,330	$	268,929	$	(343,288,904	)	$	—	$	(333,768,645	)

MSF-14

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(19,555,916	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	572,863,947	$	0	$	820,636,533

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$6,025,622	0.650%	Of the first $1.0 billion
	0.600%	On amounts in excess of $1.0 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Neuberger Berman Management, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to

MSF-15

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-16

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Neuberger Berman Mid Cap Value Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Neuberger Berman Mid Cap Value Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-19

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-20

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-21

Metropolitan Series Fund, Inc.

Neuberger Berman Mid Cap Value Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-22

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-23

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  Metropolitan Series Fund, Inc. Oppenheimer Global Equity Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Managed by Oppenheimer Funds, Inc.

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Oppenheimer Global Equity Portfolio returned -40.4%, compared to its benchmark, the Morgan Stanley Capital International (MSCI) World Index¹, which returned -40.7%. The average return of its peer group, the Lipper Variable Insurance Products² Global Growth Funds Universe, was -43.6% over the same period.

PORTFOLIO REVIEW

In an especially volatile year for the financial markets, the Portfolio outperformed its benchmark, the MSCI World Index, for the twelve months ended 12/31/08. While we are disappointed with the Portfolio’s absolute returns thus far, we believe that the global credit crisis and the ensuing economic slowdown overwhelmed the appropriateness of our strategy.

The fall out in the sub-prime lending markets cascaded into the broader financial markets, negatively impacting many financial firms around the world. Widespread aversion to risk permeated the markets triggering significant declines, as growing uncertainty in the credit markets depressed investors’ confidence across almost any asset dependent on an expected cash flow. Due to this panic, most companies, regardless of their financial stability, saw declines in their stock prices. The financial sector was particularly hit hard, as many firms were forced to sell off debt at deep discounts or swallow hefty write downs. These revaluations, to some virtually unknowable market value, led to outstanding losses for formerly venerable financial institutions.

Our strategy during the reporting period resulted in materials and financials being the most underweighted sectors. We underweighted materials because we viewed commodity prices to be unjustifiably inflated. We believed that that double-digit growth rates in industrial production and infrastructure development of commodities was either unsustainable in large emerging markets or would not continue to offset slowdowns in the developed world. Furthermore, commodity companies, even those in bottom quartile of production costs, were making returns that were a multiple of their costs of capital; this too we believed to be unsustainable.

As for financials, the rationale behind our underweight was the belief that the extreme leverage in financial institutions during a period of high stock prices was a recipe for disaster, the risk of which was not well priced into the market.

In information technology we found opportunity and therefore have an overweight in the sector. We believe the information technology companies we chose to invest in have sustainable business models where demand for their products or services become integral to their customers, where the cost of switching is high and the value added to the customer is many times the cost of the product or service. The companies invested in during the period have excellent balance sheets in what is now a capital short world. However, the economic downturn has hurt information technology stocks, weakening the Portfolio’s performance. We continue to maintain our belief in our current positions and have had very little turnover.

While we will not mention all of the year’s detractors, it is important to mention Ericsson, our largest holding. Ericsson is the world’s leading vendor of mobile telecommunications networks. It enjoys leading market shares in both second and third generation networks and is in an excellent position to be a leader in the fourth generation as well. With the internet going mobile worldwide, the capacity required in these networks is growing manifold and will continue to do so regardless of the rate of economic growth since it has become integral to today’s lifestyle. As the market leader with a market share of about 40%, we believe Ericsson is well positioned to take advantage of this rapid growth. Its margins are also industry leading, with the majority of the competition making low single digit margins at best in their networks business.

Other holdings which hindered performance during the reporting period included American International Group (AIG), Technip SA, Sony Corp, Royal Bank of Scotland Group plc and Credit Suisse Group AG. On the flip side, of our larger holdings, notable successes included Wal-Mart Stores, Inc., Gilead Sciences, Inc., Shionogi & Co. Ltd., McDonald’s Corp and Intuit, Inc. We exited our positions in AIG and Gilead Sciences by reporting period end.

The Portfolio continues to be diversified across a number of geographies. Currently, about one-third of the Portfolio is invested in the U.S., a country that we believe remains the largest and most innovative economy in the world, with stocks priced reasonably. Our second largest geographic weight was Japan, a country whose economy is expansive. Many Japanese companies are reputable and have long track records of significant innovations. Likewise, the Portfolio is invested in the U.K. for the same reasons—it is one of the world’s most open economies and offers extremely high quality companies. Other large markets that the Portfolio had exposure to at period end were Sweden, Germany, and France.

*The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Morgan Stanley Capital International (MSCI) World^® Index is a capitalization weighted index that measures performance of stocks from developed countries around the world.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

A $10,000 INVESTMENT COMPARED TO THE

MSCI WORLD INDEX

Average Annual Returns as of December 31, 2008

	Oppenheimer Global Equity Portfolio						MSCI World Index
	Class A		Class B		Class E
1 Year	-40.4	%	-40.6	%	-40.5	%	-40.7	%
5 Year	0.0		—		-0.1		-0.5
10 Year	1.3		—		—		-0.6
Since Inception	—		-0.9		-0.5		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 3/3/97, 4/26/04 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Telefonaktiebolaget LM Ericsson (Class B)	3.9%
Roche Holding AG	2.9%
Siemens AG	2.6%
KDDI Corp.	2.0%
Juniper Networks, Inc.	1.9%
Wal-Mart Stores, Inc.	1.8%
SAP AG	1.8%
LVMH Moet Hennessy Louis Vuitton S.A.	1.8%
Hennes & Mauritz AB (Series B)	1.8%
Microsoft Corp.	1.7%

Top Countries

	% of Equity Market Value
United States	30.8%
Japan	14.5%
United Kingdom	8.5%
Sweden	8.2%
Germany	7.5%
Switzerland	5.5%
France	5.4%
Netherlands	3.3%
Mexico	3.0%
Taiwan	2.1%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Oppenheimer Global Equity—Class A	Actual	0.61	%	$	1,000.00	$	688.94	$	2.59
	Hypothetical	0.61	%	$	1,000.00	$	1,022.03	$	3.10
Oppenheimer Global Equity—Class B	Actual	0.86	%	$	1,000.00	$	687.59	$	3.65
	Hypothetical	0.86	%	$	1,000.00	$	1,020.76	$	4.37
Oppenheimer Global Equity—Class E	Actual	0.76	%	$	1,000.00	$	688.07	$	3.22
	Hypothetical	0.76	%	$	1,000.00	$	1,021.27	$	3.86

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—96.3% of Total Net Assets

Security Description	Shares		Value*
Australia—0.1%
Aristocrat Leisure, Ltd. (a)	$	112,400	$	310,570
Brazil—1.4%
Companhia de Bebidas das Americas (ADR) (a)		89,250		3,954,668
Empresa Brasileira de Aeronautica S.A. (ADR)		216,810		3,514,490
				7,469,158
Canada—1.1%
Husky Energy, Inc. (b)		229,200		5,731,393
Cayman Islands—0.3%
XL Capital, Ltd. (Class A)		366,510		1,356,087
Finland—0.9%
Fortum Oyj		225,980		4,853,912
France—5.3%
LVMH Moet Hennessy Louis Vuitton S.A. (a)		138,041		9,274,441
NicOx S.A. (a) (b)		54,205		591,948
Sanofi-Aventis S.A. (a)		85,242		5,414,051
Société Générale		63,191		3,200,468
Technip S.A.		142,070		4,352,465
Total S.A.		90,058		4,909,752
				27,743,125
Germany—6.6%
Allianz SE		68,658		7,364,125
Bayerische Motoren Werke AG (a)		156,170		4,800,485
SAP AG		259,344		9,294,663
Siemens AG		180,607		13,527,547
				34,986,820
India—2.1%
Dish TV India, Ltd. (b)		631,114		262,399
Hindustan Lever, Ltd.		248,700		1,282,658
ICICI Bank, Ltd. (ADR)		2,430		46,778
Infosys Technologies, Ltd.		302,726		7,014,544
Wire & Wireless India, Ltd. (b)		588,030		150,174
Zee Telefilms, Ltd.		703,060		2,038,464
				10,795,017
Italy—1.1%
Bulgari S.p.A. (a)		458,300		2,861,388
Tod’s S.p.A.		75,600		3,184,031
				6,045,419
Japan—14.2%
Fanuc, Ltd.		30,400		2,162,019
Hoya Corp.		248,000		4,308,216
KDDI Corp.		1,452		10,341,708
Keyence Corp. (a)		24,500		5,016,525
Kyocera Corp.		38,800		2,799,030
Mitsubishi Electric Corp.		410,000		2,565,657
Murata Manufacturing Co., Ltd. (a)		150,600		5,903,496
Nidec Corp.		40,200		1,563,286

Security Description	Shares	Value*
Japan—(Continued)
Nintendo Co., Ltd.	12,000	$	4,610,339
Secom Co., Ltd.	95,900		4,939,678
Sega Sammy Holdings, Inc. (a)	146,700		1,702,270
Seven & I Holdings Co., Ltd.	121,291		4,155,397
Shionogi & Co., Ltd.	196,000		5,034,253
Sony Corp. (a)	346,528		7,533,178
Sony Financial Holdings, Inc.	595		2,284,922
Sumitomo Mitsui Financial Group, Inc. (a)	1,312		5,683,270
Toyota Motor Corp.	132,800		4,346,920
			74,950,164
Mexico—1.7%
Grupo Modelo S.A. de C.V. (a)	920,510		2,924,680
Grupo Televisa S.A. (ADR)	420,670		6,284,810
			9,209,490
Netherlands—3.2%
European Aeronautic Defense & Space Co. NV (a)	366,897		6,194,313
Koninklijke Philips Electronics NV	341,348		6,638,870
TNT NV	220,400		4,233,048
			17,066,231
Norway—0.6%
Tandberg ASA (a)	272,070		2,994,960
Panama—1.3%
Carnival Corp. (b)	281,070		6,835,622
South Korea—0.5%
SK Telecom Co., Ltd. (ADR)	147,940		2,689,549
Spain—1.5%
Inditex S.A. (a)	178,390		7,885,073
Sweden—8.1%
Assa Abloy AB (Series B) (a)	626,600		7,109,698
Hennes & Mauritz AB (Series B) (a)	236,710		9,249,691
Investor AB	379,225		5,706,763
Telefonaktiebolaget LM Ericsson (Class B) (a)	2,685,396		20,595,665
			42,661,817
Switzerland—5.4%
Basilea Pharmaceutica (a) (b)	7,311		1,031,583
Credit Suisse Group	265,732		7,283,513
Roche Holding AG	99,389		15,299,316
Transocean, Ltd.	98,558		4,656,865
			28,271,277
Taiwan—2.1%
MediaTek, Inc.	660,379		4,461,003
Taiwan Semiconductor Manufacturing Co., Ltd.	3,151,024		4,312,902
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)	255,619		2,019,390
			10,793,295

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Turkey—0.3%
Turkcell Iletisim Hizmet AS (ADR) (a) (b)	125,485	$	1,829,571
United Kingdom—8.3%
3i Group, Plc.	270,540		1,065,807
BP, Plc. (ADR) (a)	107,650		5,031,561
Burberry Group, Plc. (a)	377,223		1,209,833
Cadbury, Plc.	516,558		4,521,989
Diageo, Plc.	237,032		3,297,240
HSBC Holdings, Plc.	646,457		6,205,532
Prudential, Plc.	691,902		4,212,444
Reckitt Benckiser Group, Plc.	150,458		5,605,226
Royal Bank of Scotland Group, Plc.	1,857,136		1,342,541
RT Group, Plc. (c) (d) (e)	282,264		0
Tesco, Plc.	1,151,559		5,999,520
Vodafone Group, Plc.	2,634,391		5,303,329
			43,795,022
United States—30.2%
3M Co.	120,470		6,931,844
Acadia Pharmaceuticals, Inc. (a) (b)	82,900		74,610
Adobe Systems, Inc. (b)	314,470		6,695,066
Aetna, Inc.	179,400		5,112,900
Aflac, Inc.	138,700		6,358,008
Altera Corp.	329,030		5,498,091
Automatic Data Processing, Inc. (a)	225,510		8,871,564
Boeing Co.	60,760		2,592,629
Citigroup, Inc.	157,500		1,056,825
CME Group, Inc.	2,600		541,086
Colgate-Palmolive Co.	97,500		6,682,650
Corning, Inc.	471,010		4,488,725
Cree, Inc. (a) (b)	142,040		2,254,175
eBay, Inc. (b)	535,630		7,477,395
Emerson Electric Co.	116,100		4,250,421
InterMune, Inc. (a) (b)	76,200		806,196
International Game Technology (a)	117,270		1,394,340
Intuit, Inc. (a) (b)	372,620		8,864,630
Juniper Networks, Inc. (a) (b)	568,300		9,950,933
Linear Technology Corp. (a)	130,410		2,884,669
Lockheed Martin Corp.	43,680		3,672,614
Maxim Integrated Products, Inc.	321,590		3,672,558
McDonald’s Corp.	134,500		8,364,555
Microsoft Corp.	468,360		9,104,919
Northrop Grumman Corp.	59,230		2,667,719
Raytheon Co. (a)	106,350		5,428,104
Regeneron Pharmaceuticals, Inc. (a) (b)	48,890		897,620
Seattle Genetics, Inc. (a) (b)	142,526		1,274,183
Shuffle Master, Inc. (a) (b)	147,300		730,608
SIRIUS XM Radio, Inc. (a)	3,213,660		385,639
SLM Corp. (b)	494,200		4,398,380
The Walt Disney Co.	322,660		7,321,155
Theravance, Inc. (a) (b)	125,780		1,558,414
Tiffany & Co. (a)	217,700		5,144,251
Wal-Mart Stores, Inc.	167,610		9,396,217
WellPoint, Inc. (b)	47,400		1,996,962
			158,800,655
Total Common Stock (Identified Cost $759,405,814)			507,074,227

Units—1.2%
Security Description	Shares		Value*
Mexico—1.2%
Fomento Economico Mexicano S.A. de C.V. (a)		2,083,260	$	6,227,892
Total Units (Identified Cost $6,061,994)				6,227,892
Preferred Stock—0.8%
Germany—0.7%
Bayerische Motoren Werke AG		56,190		1,103,827
Porsche AG (a)		33,609		2,618,307
				3,722,134
United States—0.1%
Schering-Plough Corp.		2,250		392,625
Total Preferred Stock (Identified Cost $6,796,178)				4,114,759
Fixed Income—Convertible—0.1%
Security Description	Face Amount		Value*
United States—0.1%
Theravance, Inc. 3.000%, 01/15/15	$	699,000		428,138
Total Fixed Income—Convertible (Identified Cost $699,000)				428,138
Rights—0.0%
Security Description	Shares		Value*
India—0.0%
Dish TV India, Ltd. (b) (c) (e)		722,507		0
Total Rights (Identified Cost $0)				0
Short Term Investments—13.8%
Security Description	Shares/Face Amount		Value*
United States—13.8%
State Street Navigator Securities Lending Prime Portfolio (f)		64,971,099		64,971,099
State Street Repurchase Agreement dated 12/31/08 at 0.010% to be repurchased at $7,467,004 on 01/02/09, collateralized by $7,620,000 U.S. Treasury Bill due 02/19/09 with a value of $7,620,000.	$	7,467,000		7,467,000
Total Short Term Investments (Identified Cost $72,438,099)				72,438,099
Total Investments—112.2% (Identified Cost $845,401,085) (g)				590,283,115
Liabilities in excess of other assets				(64,044,864	)
Total Net Assets—100%			$	526,238,251

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Schedule of Investments as of December 31, 2008

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $60,389,593 and the collateral received consisted of cash in the amount of $64,971,099. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

(c) Security was valued in good faith under procedures established by the Board of Directors.

(d) Non-Income Producing; issuer filed under Chapter 11 of the Federal Bankruptcy Code.

(e) Zero Valued Security.

(f) Represents investment of cash collateral received from securities lending transactions.

(g) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $848,287,904 and the composition of unrealized appreciation and depreciation of investment securities was $11,944,713 and $(269,949,502), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

Ten Largest Industries as of December 31, 2008 (Unaudited)	Percentage of Total Net Assets
Semiconductors & Semiconductor Equipment	7.8%
Software	7.3%
Communications Equipment	6.7%
Food & Staples Retailing	4.6%
Aerospace & Defense	4.6%
Specialty Retail	4.6%
Commercial Banks	4.5%
Industrial Conglomerates	4.1%
Oil, Gas & Consumable Fuels	3.9%
Wireless Telecommunication Services	3.8%

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	262,383,771	$	0
Level 2 - Other Significant Observable Inputs		327,899,344		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	590,283,115	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	590,283,115
Cash				360
Foreign cash at value (c)				1,351,717
Receivable for:
Securities sold				49,581
Fund shares sold				113,447
Accrued interest and dividends				682,968
Foreign taxes				27,013
Total Assets				592,508,201
Liabilities
Payable for:
Securities purchased	$	780,112
Fund shares redeemed		176,144
Withholding taxes		14,670
Collateral for securities loaned		64,971,099
Accrued expenses:
Management fees		231,622
Service and distribution fees		34,898
Other expenses		61,405
Total Liabilities				66,269,950
Net Assets			$	526,238,251
Net assets consists of:
Capital paid in			$	795,243,460
Undistributed net investment income				13,914,971
Accumulated net realized losses				(27,805,580	)
Unrealized depreciation on investments and foreign currency				(255,114,600	)
Net Assets			$	526,238,251
Computation of offering price:
Class A
Net asset value and redemption price per share ($349,028,929 divided by 35,271,722 shares outstanding)			$	9.90
Class B
Net asset value and redemption price per share ($166,044,793 divided by 16,838,541 shares outstanding)			$	9.86
Class E
Net asset value and redemption price per share ($11,164,529 divided by 1,132,148 shares outstanding)			$	9.86
(a) Identified cost of investments			$	845,401,085
(b) Includes cash collateral for securities loaned of			$	64,971,099
(c) Identified cost of foreign cash			$	1,348,729

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	18,742,261	(a)
Interest					2,352,072	(b)
					21,094,333
Expenses
Management fees	$	3,970,890
Service and distribution fees—Class B		585,331
Service and distribution fees—Class E		26,580
Directors’ fees and expenses		31,907
Custodian		394,848
Audit and tax services		42,955
Legal		12,448
Printing		161,014
Insurance		11,142
Miscellaneous		23,747
Total expenses					5,260,862
Net Investment Income					15,833,471
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(26,630,168	)
Futures contracts—net		68,755
Foreign currency transactions—net		1,272,047			(25,289,366	)
Change in unrealized depreciation on:
Investments—net		(368,615,604	)
Foreign currency transactions—net		(2,129	)		(368,617,733	)
Net loss					(393,907,099	)
Net Decrease in Net Assets From Operations				$	(378,073,628	)

(a) Net of foreign taxes of $1,535,985.

(b) Includes income on securities loaned of $2,283,596.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	15,833,471		$	10,939,775
Net realized gain (loss)		(25,289,366	)		31,534,845
Unrealized appreciation (depreciation)		(368,617,733	)		16,693,027
Increase (decrease) in net assets from operations		(378,073,628	)		59,167,647
From Distributions to Shareholders
Net investment income
Class A		(11,146,915	)		(7,335,264	)
Class B		(4,193,822	)		(2,440,729	)
Class E		(369,402	)		(241,497	)
		(15,710,139	)		(10,017,490	)
Net realized gain
Class A		(19,263,601	)		(9,569,355	)
Class B		(8,450,946	)		(4,046,887	)
Class E		(697,035	)		(358,756	)
		(28,411,582	)		(13,974,998	)
Total distributions		(44,121,721	)		(23,992,488	)
Decrease in net assets from capital share transactions		(15,386,735	)		(4,231,804	)
Net increase (decrease) in net assets		(437,582,084	)		30,943,355
Net Assets
Beginning of the period		963,820,335			932,876,980
End of the period	$	526,238,251		$	963,820,335
Undistributed Net Investment Income
End of the period	$	13,914,971		$	12,317,160

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	1,794,157		$	25,364,068		4,194,704		$	73,742,074
Reinvestments	1,953,148			30,410,516		967,637			16,904,619
Redemptions	(5,836,665	)		(79,066,291	)	(6,228,657	)		(109,336,843	)
Net decrease	(2,089,360	)	$	(23,291,707	)	(1,066,316	)	$	(18,690,150	)
Class B
Sales	4,256,389		$	61,415,885		3,442,632		$	60,341,810
Reinvestments	813,692			12,644,768		371,996			6,487,616
Redemptions	(4,580,034	)		(62,273,005	)	(2,968,518	)		(52,002,112	)
Net increase	490,047		$	11,787,648		846,110		$	14,827,314
Class E
Sales	127,934		$	1,760,228		267,137		$	4,723,139
Reinvestments	68,669			1,066,437		34,438			600,253
Redemptions	(485,811	)		(6,709,341	)	(326,485	)		(5,692,360	)
Net decrease	(289,208	)	$	(3,882,676	)	(24,910	)	$	(368,968	)
Decrease derived from capital share transactions			$	(15,386,735	)			$	(4,231,804	)

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	17.50		$	16.86		$	15.11		$	13.09		$	11.43
Income From Investment Operations
Net investment income		0.30	(a)		0.21	(a)		0.21	(a)		0.12			0.11
Net realized and unrealized gain (loss) of investments		(7.06	)		0.89			2.26			1.98			1.74
Total from investment operations		(6.76	)		1.10			2.47			2.10			1.85
Less Distributions
Distributions from net investment income		(0.31	)		(0.20	)		(0.41	)		(0.08	)		(0.19	)
Distributions from net realized capital gains		(0.53	)		(0.26	)		(0.31	)		0.00			0.00
Total distributions		(0.84	)		(0.46	)		(0.72	)		(0.08	)		(0.19	)
Net Asset Value, End of Period	$	9.90		$	17.50		$	16.86		$	15.11		$	13.09
Total Return (%)		(40.4	)		6.5			16.6			16.2			16.4
Ratio of operating expenses to average net assets (%)		0.61			0.61			0.66			0.93			0.81
Ratio of net investment income to average net assets (%)		2.16			1.19			1.37			0.87			0.95
Portfolio turnover rate (%)		20			17			73			115			79
Net assets, end of period (000)	$	349,029		$	653,910		$	648,024		$	226,037		$	195,181

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004(b)
Net Asset Value, Beginning of Period	$	17.44		$	16.81		$	15.06		$	13.04		$	11.59
Income From Investment Operations
Net investment income		0.26	(a)		0.16	(a)		0.17	(a)		0.05			0.02
Net realized and unrealized gain (loss) of investments		(7.04	)		0.89			2.25			2.02			1.43
Total from investment operations		(6.78	)		1.05			2.42			2.07			1.45
Less Distributions
Distributions from net investment income		(0.27	)		(0.16	)		(0.36	)		(0.05	)		0.00
Distributions from net realized capital gains		(0.53	)		(0.26	)		(0.31	)		0.00			0.00
Total distributions		(0.80	)		(0.42	)		(0.67	)		(0.05	)		0.00
Net Asset Value, End of Period	$	9.86		$	17.44		$	16.81		$	15.06		$	13.04
Total Return (%)		(40.6	)		6.3			16.4			16.0			12.5	(c)
Ratio of operating expenses to average net assets (%)		0.86			0.86			0.91			1.18			1.06	(d)
Ratio of net investment income to average net assets (%)		1.91			0.94			1.09			0.53			0.54	(d)
Portfolio turnover rate (%)		20			17			73			115			79
Net assets, end of period (000)	$	166,045		$	285,118		$	260,542		$	27,790		$	3,646

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	17.44		$	16.81		$	15.06		$	13.04		$	11.40
Income From Investment Operations
Net investment income		0.28	(a)		0.18	(a)		0.18	(a)		0.11			0.11
Net realized and unrealized gain (loss) of investments		(7.05	)		0.88			2.27			1.97			1.71
Total from investment operations		(6.77	)		1.06			2.45			2.08			1.82
Less Distributions
Distributions from net investment income		(0.28	)		(0.17	)		(0.39	)		(0.06	)		(0.18	)
Distributions from net realized capital gains		(0.53	)		(0.26	)		(0.31	)		0.00			0.00
Total distributions		(0.81	)		(0.43	)		(0.70	)		(0.06	)		(0.18	)
Net Asset Value, End of Period	$	9.86		$	17.44		$	16.81		$	15.06		$	13.04
Total Return (%)		(40.5	)		6.3			16.5			16.1			16.1
Ratio of operating expenses to average net assets (%)		0.76			0.76			0.81			1.08			0.96
Ratio of net investment income to average net assets (%)		2.01			1.04			1.13			0.71			0.81
Portfolio turnover rate (%)		20			17			73			115			79
Net assets, end of period (000)	$	11,165		$	24,793		$	24,311		$	20,674		$	15,303

(a) Per share amount is based on average shares outstanding during the period.

(b) Commencement of operations was April 26, 2004 for Class B.

(c) Periods less than one year are not computed on an annualized basis.

(d) Computed on an annualized basis.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Oppenheimer Global Equity Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-12

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”).

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-13

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-14

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Fund Concentration:

The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies and may require settlement in foreign currencies and pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008 the Portfolio had $17,775,110 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	16,346,159	$	13,497,645	$	27,775,562	$	10,494,843	$	—	$	—	$	44,121,721	$	23,992,488

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	14,139,919	$	—	$	(258,001,419	)	$	(17,775,110	)	$	(261,636,610	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(7,368,597	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

MSF-15

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	153,354,301	$	0	$	194,441,421

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$3,970,890	0.900%	Of the first $ 50 million
	0.550%	Of the next $50 million
	0.500%	Of the next $400 million
	0.475%	On amounts in excess of $500 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. OppenheimerFunds, Inc. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the

MSF-16

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Oppenheimer Global Equity Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Oppenheimer Global Equity Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

Oppenheimer Global Equity Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

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with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

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  Metropolitan Series Fund, Inc. Russell 2000^® Index Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Managed by MetLife Investment Advisors Company, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Russell 2000 Index Portfolio returned -33.5%, compared to its benchmark, the Russell 2000 Index¹, which returned -33.8%. The Portfolio’s performance cannot exactly duplicate the Russell 2000 Index’s return because of differences that primarily result from sampling, pricing, and transaction costs.

PORTFOLIO REVIEW

During the first half of 2008, the Russell 2000 Index returned -9.4%, primarily due to continued weakness in the economy, deteriorating financial market conditions and further credit tightening. The subprime mortgage crisis continued to weaken the housing market, and the ensuing liquidity crisis resulted in one of the worst financial crises in recent history. A few of the consequences included the collapse of Bear Stearns, the bankruptcy of Lehman Brothers, the sale of Merrill Lynch to Bank of America, and the government’s provision of credit assistance to Fannie Mae and Freddie Mac. Other major financial institutions that required rescues included AIG, Washington Mutual, and Wachovia.

During the second half of 2008, the Russell 2000 Index returned -26.9%, primarily due to concerns that the financial crisis continued to exacerbate. In an effort to support the functioning of the financial markets, a $700 billion financial-rescue plan, also known as the Troubled Asset Relief Program (TARP), was initiated which included bailout loans and the purchasing of large quantities of agency debt and mortgage-backed securities by the Treasury Department. In addition, during the year, the Federal Open Market Committee (FOMC) lowered the Fed Funds Rate seven times from 4.25% to a target range of zero to 0.25%.

During the year, the price of oil rose from approximately $96 to a high of $145 per barrel in July, before plummeting to $45 per barrel by the end of the year, down approximately 54% from prior year-end. Oil prices fell from its highs due to decreased global oil demand and reduced investment speculation on oil futures by large financial institutions and hedge funds. Some of the factors driving the equity markets included geopolitical concerns, energy prices, Federal Reserve interest rate policy, corporate earnings, and unemployment rates.

All twelve sectors comprising the Russell 2000 Index experienced negative returns for the year. The best relative performing sectors were Consumer Staples (2.2% beginning weight), down 17.5%; Utilities (4.3% beginning weight), down 20.8%; and Financial Services (20.5% beginning weight), down 25.2%. Other Energy (6.0% beginning weight), down 53.0%, was the worst-performing sector. The next worst-performing sectors were Integrated Oils (0.2% beginning weight), down 44.9%; Producer Durables (7.5% beginning weight), down 42.6%; and Technology (14.2% beginning weight), down 42.4%. Consumer Discretionary (17.1% beginning weight), down 41.0%, provided the largest negative impact to the benchmark’s one-year return.

The stocks with the largest positive impact on the benchmark return for the year were Alpha Natural Resources, up 221.1%; Walter Industries, up 203.2%; and Petrohawk Energy, up 167.5%. The stocks with the largest negative impact were Coeur d’Alene Mines, down 82.2%, EXCO Resources, down 41.5%; and Hologic, down 36.5%.

On June 27, 2008 Frank Russell underwent their annual reconstitution. In total, 271 companies were added to the Russell 2000 Index and 169 companies were deleted. The difference of 102 names is due to IPO additions on a quarterly basis and attrition throughout the period between annual reconstitutions. The annual Russell 2000 reconstitution generated approximately 27% turnover.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Russell 2000^® Index is an unmanaged measure of performance of the 2,000 smallest companies in the Russell 3000^® Index.

MSF-2

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

A $10,000 INVESTMENT COMPARED TO THE

RUSSELL 2000 INDEX

Average Annual Returns as of December 31, 2008

	Russell 2000 Index Portfolio						Russell 2000 Index
	Class A		Class B		Class E
1 Year	-33.5	%	-33.6	%	-33.5	%	-33.8	%
5 Year	-1.0		-1.3		-1.2		-0.9
10 Year	2.8		—		—		3.0
Since Inception	—		1.7		1.1		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 11/9/98, 1/2/01 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION as of December 31, 2008

Top Holdings

	% of Total Net Assets
iShares Russell 2000 Index Fund	3.1%
Ralcorp Holdings, Inc.	0.4%
Myriad Genetics, Inc.	0.4%
Alexion Pharmaceuticals, Inc.	0.4%
Waste Connections, Inc.	0.3%
Realty Income Corp.	0.3%
Piedmont Natural Gas Co.	0.3%
ITC Holdings Corp.	0.3%
Comstock Resources, Inc.	0.3%
Westar Energy, Inc.	0.3%

Top Sectors

	% of Equity Market Value
Financial Services	24.5%
Health Care	15.2%
Consumer Discretionary	15.0%
Technology	12.5%
Materials & Processing	8.4%
Producer Durables	7.3%
Utilities	5.5%
Auto & Transportation	3.9%
Other Energy	3.7%
Consumer Staples	3.3%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Russell 2000 Index—Class A(a)	Actual	0.31	%	$	1,000.00	$	732.89	$	1.35
	Hypothetical	0.31	%	$	1,000.00	$	1,023.56	$	1.58
Russell 2000 Index—Class B(a)	Actual	0.56	%	$	1,000.00	$	731.99	$	2.44
	Hypothetical	0.56	%	$	1,000.00	$	1,022.29	$	2.85
Russell 2000 Index—Class E(a)	Actual	0.46	%	$	1,000.00	$	732.62	$	2.00
	Hypothetical	0.46	%	$	1,000.00	$	1,022.80	$	2.34

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—93.9% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—2.0%
AAR Corp. (a) (b)	25,386	$	467,356
AeroVironment, Inc. (a)	7,017		258,296
American Science & Engineering, Inc.	6,035		446,349
Applied Signal Technology, Inc.	8,961		160,760
Argon, Inc. (b)	8,892		167,703
Axsys Technologies, Inc. (b)	5,846		320,711
Ceradyne, Inc. (b)	16,510		335,318
Cubic Corp.	10,446		284,131
Curtiss-Wright Corp.	29,303		978,427
Ducommun, Inc.	7,298		121,877
DynCorp International, Inc. (b)	15,363		233,057
Esterline Technologies Corp. (b)	19,839		751,700
GenCorp, Inc. (a) (b)	39,139		144,032
HEICO Corp. (Class B) (a)	15,783		612,854
Herley Industries, Inc. (a) (b)	9,374		115,113
Hexcel Corp. (b)	64,740		478,429
Ladish, Inc. (b)	11,078		153,430
Moog, Inc. (b)	28,692		1,049,266
Orbital Sciences Corp. (b)	37,758		737,414
Stanley, Inc. (a) (b)	5,973		216,342
Taser International, Inc. (a) (b)	44,282		233,809
Teledyne Technologies, Inc. (b)	23,838		1,061,983
TransDigm Group, Inc. (a) (b)	22,498		755,258
Triumph Group, Inc.	11,060		469,608
			10,553,223
Air Freight & Logistics—0.3%
Atlas Air Worldwide Holdings, Inc. (b)	8,084		152,788
Dynamex, Inc. (a) (b)	6,006		88,588
Forward Air Corp. (a)	18,684		453,461
HUB Group, Inc. (Class A) (b)	26,106		692,592
Pacer International, Inc.	22,347		233,079
			1,620,508
Airlines—1.0%
Airtran Holdings, Inc. (a) (b)	78,447		348,305
Alaska Air Group, Inc. (a) (b)	24,261		709,634
Allegiant Travel Co. (a) (b)	9,131		443,493
Hawaiian Holdings, Inc. (b)	26,730		170,537
JetBlue Airways Corp. (a) (b)	116,901		829,997
Republic Airways Holdings, Inc. (b)	23,593		251,737
Skywest, Inc.	40,484		753,002
UAL Corp. (a) (b)	85,334		940,381
US Airways Group, Inc. (a) (b)	75,546		583,971
			5,031,057
Auto Components—0.4%
American Axle & Manufacturing Holdings, Inc. (a)	27,908		80,654
ArvinMeritor, Inc. (a)	47,717		135,994
Cooper Tire & Rubber Co. (a)	36,658		225,813
Dorman Products, Inc. (a)	7,851		103,633
Drew Industries, Inc. (a) (b)	16,866		202,392
Exide Technologies (a) (b)	49,077		259,617
Fuel System Solutions, Inc. (a)	7,974		261,228
Lear Corp. (a) (b)	47,108		66,422

Security Description	Shares	Value*
Auto Components—(Continued)
Modine Manufacturing Co.	20,814	$	101,364
Raser Technologies, Inc. (a) (b)	30,438		115,360
Spartan Motors, Inc. (a)	19,530		92,377
Superior Industries International, Inc. (a)	13,180		138,654
Tenneco, Inc. (b)	28,545		84,208
			1,867,716
Automobiles—0.0%
Winnebago Industries (a) (b)	20,312		122,481
Beverages—0.1%
Coca-Cola Bottling Co. Consolidated	2,746		126,206
National Beverage Corp.	7,440		66,960
The Boston Beer Co., Inc. (a) (b)	4,936		140,183
			333,349
Biotechnology—4.3%
Acorda Therapeutics, Inc. (b)	24,638		505,325
Affymax, Inc. (a) (b)	7,931		79,231
Alexion Pharmaceuticals, Inc. (b) (d)	49,961		1,808,089
Alkermes, Inc. (b)	62,831		669,150
Allos Therapeutics, Inc. (b)	37,060		226,807
Alnylam Pharmaceuticals, Inc. (a) (b)	23,565		582,762
Arena Pharmaceuticals, Inc. (a) (b)	46,806		195,181
Arqule, Inc. (b)	28,549		120,477
Array Biopharma, Inc. (a) (b)	31,105		125,975
Celera Corp. (b)	55,005		612,206
Cepheid (b)	37,111		385,212
Cougar Biotechnology, Inc. (a) (b)	9,818		255,268
Cubist Pharmaceuticals, Inc. (a) (b)	37,259		900,177
CV Therapeutics, Inc. (b)	40,547		373,438
Dendreon Corp. (a) (b)	66,216		303,269
Dyax Corp. (a) (b)	42,026		152,975
Emergent Biosolutions, Inc.	9,176		239,585
Enzon Pharmaceuticals, Inc. (a) (b)	27,534		160,523
Facet Biotech Corp. (b)	16,272		156,049
Genomic Health, Inc. (b)	9,495		184,963
Geron Corp. (a) (b)	52,781		246,487
GTx, Inc. (a) (b)	12,605		212,268
Halozyme Therapeutics, Inc. (a) (b)	39,723		222,449
Human Genome Sciences, Inc. (b)	100,386		212,818
Idenix Pharmaceuticals, Inc. (b)	19,197		111,151
Idera Pharmaceuticals, Inc. (a) (b)	14,570		111,898
Immunogen, Inc. (b)	34,988		150,099
Immunomedics, Inc. (b)	47,664		81,029
Incyte Corp. (a) (b)	45,130		171,043
Indevus Pharmaceuticals, Inc. (a) (b)	53,471		167,899
InterMune, Inc. (a) (b)	20,699		218,995
Isis Pharmaceuticals, Inc. (a) (b)	61,606		873,573
Lexicon Pharmaceuticals, Inc. (a) (b)	58,121		81,369
Ligand Pharmaceuticals, Inc. (a) (b)	66,630		182,566
MannKind Corp. (b)	35,698		122,444
Martek Biosciences Corp. (a) (b)	22,497		681,884
Maxygen, Inc.	17,352		154,780
Medarex, Inc. (b)	88,090		491,542

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Biotechnology—(Continued)
Metabolix, Inc. (a) (b)	12,459	$	158,479
Momenta Pharmaceuticals, Inc. (a) (b)	17,269		200,320
Myriad Genetics, Inc. (b)	29,200		1,934,792
Nabi Biopharmaceuticals (a) (b)	32,116		107,589
Neurocrine Biosciences, Inc. (b)	21,044		67,341
Novavax, Inc.	41,369		78,187
NPS Pharmaceuticals, Inc. (b)	35,144		218,244
Onyx Pharmaceuticals, Inc. (a) (b)	35,624		1,216,916
OSI Pharmaceuticals, Inc. (a) (b)	36,747		1,434,970
Osiris Therapeutics, Inc. (a) (b)	11,221		214,994
PDL BioPharma, Inc. (b)	81,362		502,817
Pharmasset, Inc. (a) (b)	11,069		145,115
Progenics Pharmaceuticals, Inc. (a) (b)	21,526		221,933
Regeneron Pharmaceuticals, Inc. (b)	40,300		739,908
Repligen Corp.	22,423		84,759
Rigel Pharmaceuticals, Inc. (a) (b)	24,433		195,464
Sangamo Biosciences, Inc. (a) (b)	25,684		89,380
Savient Pharmaceuticals, Inc. (a) (b)	35,468		205,360
Seattle Genetics, Inc. (a) (b)	37,822		338,129
Theravance, Inc. (a) (b)	34,733		430,342
United Therapeutics Corp. (b)	15,212		951,511
XOMA, Ltd. (a) (b)	82,412		51,095
Zymogenetics, Inc. (a) (b)	26,358		79,074
			22,197,675
Building Products—0.6%
AAON, Inc.	7,694		160,651
American Woodmark Corp. (a)	8,732		159,184
Ameron International Corp.	6,018		378,652
Apogee Enterprises, Inc.	17,370		179,953
Gibraltar Industries, Inc. (a)	18,286		218,335
Griffon Corp. (b)	30,404		283,669
Insteel Industries, Inc. (a)	12,134		136,993
NCI Building Systems, Inc. (a) (b)	12,366		201,566
Quanex Building Products Corp. (b)	22,520		211,012
Simpson Manufacturing Co., Inc. (a)	25,268		701,440
Trex Co., Inc. (b)	12,252		201,668
Universal Forest Products, Inc. (a)	10,348		278,465
			3,111,588
Capital Markets—1.6%
Apollo Investment Corp. (a)	95,871		892,559
Ares Capital Corp.	63,806		403,892
BGC Partners Inc.	23,944		66,085
Blackrock Kelso Capital Corp.	9,116		89,884
Calamos Asset Management, Inc.	15,750		116,550
Capital Southwest Corp. (a)	1,881		203,449
Cohen & Steers, Inc. (a)	10,675		117,318
Diamond Hill Investment Group, Inc. (a) (b)	1,546		100,490
Evercore Partners, Inc.	6,900		86,181
FBR Capital Markets Corp. (b)	18,281		88,846
FCStone Group, Inc. (b)	15,110		66,937
GAMCO Investors, Inc. (a)	5,201		142,091
GFI Group, Inc.	50,761		179,694
Gladstone Capital Corp. (a)	14,623		118,300
Gladstone Investment Corp.	15,667		76,925

Security Description	Shares	Value*
Capital Markets—(Continued)
Greenhill & Co., Inc. (a)	11,446	$	798,587
Harris & Harris Group, Inc. (b)	18,276		72,190
Hercules Technology Growth Capital, Inc. (a)	18,966		150,211
KBW, Inc. (a) (b)	17,828		410,044
Knight Capital Group, Inc. (b)	60,410		975,622
LaBranche & Co., Inc. (b)	36,996		177,211
Ladenburg Thalmann Financial Services, Inc. (a) (b)	62,538		45,027
MVC Capital, Inc.	15,052		165,121
NGP Capital Resources Co. (a)	14,986		125,433
optionsXpress Holdings, Inc.	26,495		353,973
Penson Worldwide, Inc. (b)	9,106		69,388
Piper Jaffray Cos. (b)	12,145		482,885
Prospect Capital Corp. (a)	18,121		216,908
RiskMetrics Group, Inc. (a) (b)	14,649		218,124
Sanders Morris Harris Group, Inc.	13,865		83,051
Stifel Financial Corp. (b)	17,519		803,246
SWS Group, Inc.	16,924		320,710
TradeStation Group, Inc. (b)	22,284		143,732
Westwood Holdings Group, Inc.	3,904		110,913
			8,471,577
Chemicals—1.7%
A. Schulman, Inc.	16,618		282,506
American Vanguard Corp. (a)	13,990		163,683
Arch Chemicals, Inc.	16,387		427,209
Balchem Corp.	12,153		302,731
Calgon Carbon Corp. (a) (b)	35,836		550,441
Ferro Corp. (a)	27,506		193,917
GenTek, Inc. (a) (b)	5,631		84,747
H.B. Fuller Co.	32,191		518,597
Innophos Holdings, Inc.	7,232		143,266
Innospec, Inc.	17,009		100,183
Koppers Holdings, Inc.	13,722		296,670
Landec Corp. (a) (b)	16,296		107,228
LSB Industries, Inc. (a) (b)	11,999		99,832
Minerals Technologies, Inc.	12,371		505,974
NewMarket Corp.	8,857		309,198
Olin Corp.	50,412		911,449
OM Group, Inc. (a) (b)	19,970		421,567
Penford Corp. (a)	8,220		83,186
PolyOne Corp. (b)	69,497		218,916
Quaker Chemical Corp.	7,230		118,933
Rockwood Holdings, Inc. (b)	27,106		292,745
Sensient Technologies Corp.	32,682		780,446
ShengdaTech, Inc. (a) (b)	21,210		74,659
Solutia, Inc. (b)	63,760		286,920
Spartech Corp.	20,427		127,873
Stepan Co.	4,458		209,481
W.R. Grace & Co. (a) (c)	46,759		279,151
Westlake Chemical Corp. (a)	13,301		216,673
Zep, Inc.	14,264		275,438
Zoltek Cos., Inc. (a) (b)	18,207		163,681
			8,547,300

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Commercial & Professional Services—2.7%
ABM Industries, Inc.	27,860	$	530,733
ACCO Brands Corp. (b)	32,678		112,739
American Ecology Corp.	10,910		220,709
American Reprographics Co. (b)	23,904		164,938
ATC Technology Corp. (b)	13,111		191,814
Bowne & Co., Inc.	18,709		110,009
Cenveo, Inc. (a) (b)	31,208		138,876
Clean Harbors, Inc. (b)	13,383		849,018
Comfort Systems USA, Inc.	24,012		255,968
Consolidated Graphics, Inc. (b)	7,728		174,962
Cornell Companies, Inc. (b)	7,626		141,767
Courier Corp. (a)	10,526		188,415
Deluxe Corp.	32,151		480,979
EnergySolutions, Inc.	21,760		122,944
Ennis, Inc.	15,615		189,098
Fuel Tech, Inc. (a) (b)	10,672		113,016
G&K Services, Inc.	12,200		246,684
GeoEye, Inc. (a) (b)	10,978		211,107
Healthcare Services Group, Inc. (a)	28,064		447,060
Herman Miller, Inc.	39,315		512,274
HNI Corp. (a)	30,271		479,493
Innerworkings, Inc. (a) (b)	21,565		141,251
Interface, Inc.	33,244		154,252
Kimball International, Inc. (Class B) (a)	28,479		245,204
Knoll, Inc.	30,139		271,854
M&F Worldwide Corp. (a) (b)	8,341		128,868
McGrath Rentcorp	15,045		321,361
Mine Safety Appliances Co. (a)	20,956		501,058
Mobile Mini, Inc. (a) (b)	23,164		334,025
Multi-Color Corp. (a)	6,895		109,079
Rollins, Inc.	29,043		525,097
Schawk, Inc. (a)	10,309		118,141
Standard Parking Corp. (b)	5,891		113,932
Sykes Enterprises, Inc. (b)	20,294		388,021
Team, Inc. (b)	12,181		337,414
Tetra Technologies, Inc. (b)	39,824		961,750
The GEO Group, Inc. (b)	34,657		624,866
The Standard Register Co.	10,679		95,363
United Stationers, Inc. (b)	14,796		495,518
Viad Corp.	14,216		351,704
Waste Connections, Inc. (b)	52,589		1,660,235
Waste Services, Inc.	17,330		114,031
			13,875,627
Commercial Banks—7.9%
1st Source Corp.	10,619		250,927
Ameris Bancorp	9,428		111,722
Ames National Corp.	4,449		118,076
Arrow Financial Corp.	6,737		169,368
Bancfirst Corp.	5,056		267,564
Banco Latinoamericano de Exportaciones S.A.	17,785		255,393
Banctrust Financial Group, Inc.	12,058		177,976
Bank of the Ozarks, Inc. (a)	7,390		219,040
Banner Corp.	10,368		97,563
Boston Private Financial Holdings, Inc.	36,709		251,090
Bryn Mawr Bank Corp.	4,797		96,420

Security Description	Shares	Value*
Commercial Banks—(Continued)
Camden National Corp. (a)	5,621	$	151,655
Capital City Bank Group, Inc. (a)	7,854		213,943
Capitol Bancorp, Ltd.	10,229		79,786
Cardinal Financial Corp.	18,171		103,393
Cascade Bancorp. (a)	13,690		92,407
Cathay General Bancorp (a)	32,868		780,615
Centerstate Banks of Florida, Inc.	6,416		109,008
Central Pacific Financial Corp. (a)	19,720		197,989
Chemical Financial Corp. (a)	17,023		474,601
Citizens & Northern Corp.	6,716		132,641
Citizens Republic Bancorp, Inc. (b)	84,861		252,886
City Holdings Co.	9,914		344,809
CoBiz Financial, Inc.	12,936		125,997
Columbia Banking System, Inc.	15,187		181,181
Community Bank System, Inc.	21,718		529,702
Community Trust Bancorp, Inc.	9,791		359,819
CVB Financial Corp. (a)	46,000		547,400
East West Bancorp, Inc. (a)	41,034		655,313
Enterprise Financial Services Corp. (a)	8,030		122,377
Farmers Capital Bank Corp.	4,290		104,762
Financial Institutions, Inc.	8,161		117,110
First Bancorp (a)	10,486		192,418
First Bancorp (Puerto Rico) (a)	47,002		523,602
First Bancorp, Inc.	5,982		118,982
First Busey Corp. (a)	16,930		308,803
First Commonwealth Financial Corp. (a)	56,035		693,713
First Community Bancshares, Inc. (a)	6,026		210,127
First Financial Bancorp	25,847		320,244
First Financial Bankshares, Inc. (a)	13,782		760,904
First Financial Corp.	6,809		279,101
First Merchants Corp.	11,118		246,931
First Midwest Bancorp, Inc.	32,527		649,564
First South BanCorp, Inc. (a)	5,773		72,509
FirstMerit Corp.	51,974		1,070,145
FNB Corp. (a)	56,644		747,701
Frontier Financial Corp. (a)	32,200		140,392
Glacier Bancorp, Inc.	40,573		771,698
Green Bancshares, Inc. (a)	9,009		121,979
Guaranty Bancorp (a) (b)	31,105		62,210
Hancock Holding Co. (a)	16,761		761,955
Harleysville National Corp. (a)	28,374		409,721
Heartland Financial USA, Inc. (a)	7,703		158,605
Heritage Commerce Corp.	7,298		82,030
Home Bancshares, Inc. (a)	8,887		239,505
IBERIABANK Corp.	10,516		504,768
Independent Bank Corp.	10,279		268,899
International Bancshares Corp.	34,799		759,662
Investors Bancorp, Inc. (b)	29,242		392,720
Lakeland Bancorp, Inc. (a)	12,623		142,135
Lakeland Financial Corp. (a)	7,109		169,336
MainSource Financial Group, Inc.	12,856		199,268
MB Financial, Inc. (a)	23,006		643,018
Nara Bancorp, Inc.	15,312		150,517
National Penn Bancshares, Inc. (a)	52,323		759,207
NBT Bancorp, Inc.	21,508		601,364
Northfield Bancorp, Inc. (b)	14,322		161,122
Old National Bancorp (a)	45,541		827,025

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Commercial Banks—(Continued)
Old Second Bancorp, Inc. (a)	7,369	$	85,480
Oriental Financial Group, Inc.	14,047		84,984
Pacific Capital Bancorp (a)	30,213		509,995
Pacific Continental Corp.	7,392		110,658
PacWest Bancorp	15,528		417,703
Park National Corp. (a)	6,924		496,797
Peapack Gladstone Financial Corp.	6,042		160,959
Pennsylvania Commerce Bancorp, Inc. (b)	3,609		96,216
People’s Bancorp, Inc.	5,816		111,260
Pinnacle Financial Partners, Inc. (b)	15,243		454,394
Premierwest Bancorp	13,514		90,409
PrivateBancorp, Inc. (a)	14,256		462,750
Prosperity Bancshares, Inc.	26,788		792,657
Provident Bankshares Corp. (a)	19,334		186,766
Republic Bancorp, Inc. (Class A)	6,675		181,560
S&T Bancorp, Inc.	15,513		550,711
S.Y. Bancorp, Inc. (a)	8,983		247,032
Sandy Spring Bancorp, Inc. (a)	11,016		240,479
SCBT Financial Corp.	7,106		245,157
Seacoast Banking Corp. of Florida	10,547		69,610
Shore Bancshares, Inc.	6,207		148,906
Sierra Bancorp	5,140		107,940
Signature Bank (b)	23,932		686,609
Simmons First National Corp.	8,478		249,847
Smithtown Bancorp, Inc. (a)	7,342		117,692
Southside Bancshares, Inc.	8,775		206,212
Southwest Bancorp, Inc.	10,385		134,590
State Bancorp, Inc.	10,603		103,273
StellarOne Corp. (a)	15,621		263,995
Sterling Bancorp	13,033		182,853
Sterling Bancshares, Inc.	48,745		296,370
Sterling Financial Corp. (a)	34,833		306,530
Suffolk Bancorp(a)	6,431		231,066
Sun Bancorp, Inc. (b)	10,341		77,454
Susquehanna Bancshares, Inc.	56,086		892,328
SVB Financial Group (b)	20,305		532,600
Texas Capital Bancshares, Inc. (b)	19,670		262,791
The Colonial BancGroup, Inc. (a) (b)	132,990		275,289
The South Financial Group, Inc. (a)	44,741		193,281
Tompkins Financial Corp.	3,731		216,211
TowneBank	14,459		358,439
TriCo Bancshares (a)	9,316		232,621
Trustmark Corp. (a)	32,547		702,690
UCBH Holdings, Inc. (a)	73,281		504,173
UMB Financial Corp. (a)	20,407		1,002,800
Umpqua Holdings Corp. (a)	38,555		557,891
Union Bankshares Corp. (a)	9,069		224,911
United Bankshares, Inc. (a)	25,558		849,037
United Community Banks, Inc. (a)	25,325		343,918
United Security Bancshares	6,046		70,013
Univest Corp. of Pennsylvania (a)	7,788		250,306
Washington Trust Bancorp, Inc. (a)	9,162		180,949
WesBanco, Inc.	17,979		489,209
West Bancorp, Inc.	13,056		159,936
Westamerica Bancorp (a)	19,042		973,998
Western Alliance BanCorp (b)	14,726		148,585
Wilshire Bancorp, Inc. (a)	14,336		130,171

Security Description	Shares	Value*
Commercial Banks—(Continued)
Wintrust Financial Corp.	16,617	$	341,812
Yadkin Valley Financial Corp.	7,907		112,675
			40,929,961
Communications Equipment—2.4%
3Com Corp. (b)	273,003		622,447
Acme Packet, Inc. (a) (b)	15,723		82,703
Adtran, Inc.	37,119		552,331
Airvana, Inc.	17,814		109,022
Anaren, Inc. (b)	13,662		163,261
Arris Group, Inc. (b)	83,114		660,756
Aruba Networks, Inc. (a) (b)	35,336		90,107
Avocent Corp. (b)	30,183		540,578
Bel Fuse, Inc. (Class B) (a)	7,133		151,220
BigBand Networks, Inc. (b)	23,069		127,341
Black Box Corp.	12,292		321,067
Blue Coat Systems, Inc. (b)	20,555		172,662
Cogo Group, Inc. (b)	17,560		85,342
Comtech Telecommunications Corp. (b)	15,422		706,636
DG FastChannel, Inc. (b)	14,043		175,257
Digi International, Inc. (b)	18,330		148,656
EMS Technologies, Inc. (b)	12,768		330,308
Emulex Corp. (b)	56,197		392,255
Extreme Networks, Inc. (a) (b)	74,142		173,492
Finisar Corp. (a) (b)	205,504		78,092
Globecomm Systems, Inc. (b)	14,070		77,244
Harmonic, Inc. (b)	58,826		330,014
Harris Stratex Networks, Inc. (a) (b)	13,458		69,443
Hughes Communications, Inc. (a) (b)	4,058		64,685
Infinera Corp. (a) (b)	60,445		541,587
InterDigital, Inc. (b) (d)	31,506		866,415
Ixia (b)	26,295		151,985
Loral Space & Communications, Inc. (b)	6,397		92,948
MRV Communications, Inc. (a) (b)	90,098		69,375
Netgear, Inc. (b)	21,529		245,646
Neutral Tandem, Inc. (b)	11,068		179,523
Oplink Communications, Inc. (b)	14,091		121,183
PC-Tel, Inc. (b)	14,472		95,081
Plantronics, Inc.	31,840		420,288
Polycom, Inc. (b)	58,781		794,131
Riverbed Technology, Inc. (a) (b)	38,051		433,401
SeaChange International, Inc. (b)	21,156		152,535
ShoreTel, Inc. (a) (b)	29,847		134,013
Sonus Networks, Inc. (a) (b)	144,761		228,722
Starent Networks Corp. (a) (b)	19,794		236,142
Sycamore Networks, Inc. (b)	127,467		342,886
Symmetricom, Inc. (a) (b)	28,539		112,729
Tekelec, Inc. (b)	44,100		588,294
UTStarcom, Inc. (a) (b)	77,850		144,022
ViaSat, Inc. (b)	16,884		406,567
			12,582,392
Computers & Peripherals—0.7%
3PAR, Inc. (b)	18,633		142,915
Adaptec, Inc. (b)	81,124		267,709
Avid Technology, Inc. (a) (b)	22,062		240,696

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Computers & Peripherals—(Continued)
Compellent Technologies, Inc. (a) (b)	9,865	$	95,987
Data Domain, Inc. (a) (b)	21,547		405,084
Electronics for Imaging, Inc. (b)	33,985		324,897
Imation Corp. (a)	21,384		290,181
Immersion Corp. (a) (b)	16,446		96,867
Intermec, Inc. (a) (b)	39,805		528,610
Intevac, Inc. (b)	14,334		72,673
Netezza Corp. (b)	26,060		173,038
Novatel Wireless, Inc. (a) (b)	18,653		86,550
Palm, Inc. (a) (b)	77,857		239,021
Rackable Systems, Inc. (a) (b)	18,071		71,200
Rimage Corp. (b)	6,814		91,376
STEC, Inc. (a) (b)	20,594		87,730
Stratasys, Inc. (a) (b)	11,733		126,130
Super Micro Computer, Inc. (b)	15,529		98,299
Synaptics, Inc. (a) (b)	22,643		374,968
			3,813,931
Construction & Engineering—1.0%
Dycom Industries, Inc. (b)	26,092		214,476
EMCOR Group, Inc. (b)	45,795		1,027,182
Furmanite Corp. (b)	25,504		137,467
Granite Construction, Inc. (a)	22,508		988,777
Great Lakes Dredge & Dock Corp.	28,321		117,532
Insituform Technologies, Inc. (a) (b)	18,179		357,945
Layne Christensen Co. (b)	12,615		302,886
MasTec, Inc. (b)	29,193		338,055
Michael Baker Corp.	5,009		184,882
Northwest Pipe Co. (b)	5,677		241,897
Orion Marine Group, Inc. (a) (b)	14,296		138,099
Perini Corp. (a) (b)	33,893		792,418
Pike Electric Corp. (b)	10,661		131,130
Sterling Construction Co., Inc. (a) (b)	8,227		152,529
			5,125,275
Construction Materials—0.2%
Headwaters, Inc. (a) (b)	27,972		188,811
Texas Industries, Inc. (a)	16,438		567,111
U.S. Concrete, Inc. (b)	39,530		132,821
			888,743
Consumer Finance—0.3%
Advanta Corp. (Class B)	22,458		46,937
Cash America International, Inc.	18,731		512,293
Dollar Financial Corp. (b)	16,563		170,599
Ezcorp., Inc. (b)	25,729		391,338
First Cash Financial Services, Inc. (b)	12,600		240,156
Nelnet, Inc. (b)	10,868		155,738
World Acceptance Corp. (a) (b)	12,260		242,258
			1,759,319
Containers & Packaging—0.4%
AEP Industries, Inc. (b)	4,004		70,390
Graphic Packaging Holding Co. (a) (b)	99,937		113,928
Myers Industries, Inc.	18,955		151,640

Security Description	Shares	Value*
Containers & Packaging—(Continued)
Rock-Tenn Co.	25,936	$	886,493
Silgan Holdings, Inc.	17,127		818,842
			2,041,293
Distributors—0.0%
Audiovox Corp. (b)	12,365		61,949
Core-Mark Holding Co., Inc. (b)	5,639		121,351
			183,300
Diversified Consumer Services—1.0%
American Public Education, Inc. (a) (b)	7,447		276,954
Capella Education Co. (b)	9,374		550,816
Coinstar, Inc. (a) (b)	18,307		357,170
Corinthian Colleges, Inc. (a) (b)	58,171		952,259
Grand Canyon Education, Inc. (b)	7,515		141,132
Jackson Hewitt Tax Service, Inc. (a)	19,469		305,469
K12, Inc. (b)	4,707		89,763
Matthews International Corp.	21,647		794,012
Pre-Paid Legal Services, Inc. (a) (b)	4,860		181,229
Regis Corp.	27,373		397,730
Sotheby’s (a)	45,005		400,094
Steiner Leisure, Ltd. (b)	10,437		308,100
Stewart Enterprises, Inc. (a)	59,993		180,579
thinkorswim Group, Inc. (a) (b)	39,002		219,191
Universal Technical Institute, Inc. (a) (b)	14,118		242,406
			5,396,904
Diversified Financial Services—0.5%
Compass Diversified Holdings (a)	19,791		222,649
Encore Capital Group, Inc.	9,815		70,668
Financial Federal Corp.	16,143		375,648
Interactive Brokers Group, Inc. (b)	27,598		493,728
Life Partners Holdings, Inc.	4,033		176,000
MarketAxess Holdings, Inc. (b)	22,737		185,534
Medallion Financial Corp.	10,546		80,466
PHH Corp. (b)	34,498		439,159
Pico Holdings, Inc. (a) (b)	10,763		286,081
Portfolio Recovery Associates, Inc. (a) (b)	10,501		355,354
			2,685,287
Diversified Telecommunication Services—0.9%
Alaska Communication Systems Group, Inc. (a)	28,336		265,792
Atlantic Tele-Network, Inc.	5,823		154,601
Cbeyond, Inc. (a) (b)	15,923		254,449
Cincinnati Bell, Inc. (b)	150,258		289,998
Cogent Communications Group, Inc. (a) (b)	30,249		197,526
Consolidated Communications Holdings, Inc. (a)	14,378		170,811
Fairpoint Communications, Inc. (a)	54,444		178,576
General Communication, Inc. (a) (b)	33,319		269,551
Global Crossing, Ltd. (a) (b)	20,150		159,991
Iowa Telecommunications Services, Inc. (a)	21,245		303,379
NTELOS Holdings Corp.	19,410		478,650
PAETEC Holding Corp. (b)	80,095		115,337
Premiere Global Services, Inc. (b)	37,778		325,268
Shenandoah Telecommunications Co.	14,453		405,407

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Diversified Telecommunication Services—(Continued)
tw telecom, Inc. (a) (b)	94,490	$	800,330
			4,369,666
Electric Utilities—1.7%
Allete, Inc.	16,982		548,009
Central Vermont Public Service Corp.	7,804		186,203
CLECO Corp. (a)	40,390		922,104
El Paso Electric Co. (b)	28,290		511,766
IDACORP, Inc.	30,372		894,455
ITC Holdings Corp.	33,035		1,442,969
MGE Energy, Inc.	14,934		492,822
Portland General Electric Co.	41,963		817,019
The Empire District Electric Co.	21,975		386,760
UIL Holdings Corp.	17,054		512,132
Unisource Energy Corp. (a)	22,299		654,699
Westar Energy, Inc.	70,119		1,438,141
			8,807,079
Electrical Equipment—2.0%
A.O. Smith Corp.	13,278		391,967
Acuity Brands, Inc. (a)	27,361		955,172
Advanced Battery Technologies, Inc. (a) (b)	30,239		80,436
American Superconductor Corp. (a) (b)	27,164		443,045
AZZ, Inc. (a) (b)	7,338		184,184
Baldor Electric Co.	31,034		553,957
Belden, Inc. (a)	30,704		641,100
Brady Corp.	33,910		812,144
Capstone Turbine Corp. (a) (b)	133,589		112,215
Encore Wire Corp. (a)	14,708		278,864
Ener1, Inc. (a) (b)	24,918		178,164
Energy Conversion Devices, Inc. (a) (b)	29,723		749,317
EnerSys (b)	18,079		198,869
Evergreen Solar, Inc. (a) (b)	100,895		321,855
Franklin Electric Co., Inc. (a)	15,538		436,773
FuelCell Energy, Inc. (a) (b)	50,459		195,781
GrafTech International, Ltd. (b)	78,717		654,925
II-VI, Inc. (b)	16,368		312,465
LaBarge, Inc. (b)	8,720		125,132
LSI Industries, Inc.	16,398		112,654
Microvision, Inc. (b)	39,881		67,000
Plug Power, Inc. (a) (b)	57,674		58,827
Polypore International, Inc. (b)	10,847		82,003
Powell Industries, Inc. (b)	4,404		127,804
Power-One, Inc. (b)	57,357		68,255
Preformed Line Products Co.	2,003		92,218
Regal-Beloit Corp.	21,703		824,497
Ultralife Corp. (a)	8,980		120,422
Valence Technology, Inc. (a) (b)	37,370		68,013
Vicor Corp. (a)	15,700		103,777
Woodward Governor Co.	38,890		895,248
			10,247,083
Electronic Equipment, Instruments & Components—1.7%
Agilysys, Inc.	20,665		88,653
Anixter International, Inc. (a) (b)	21,041		633,755

Security Description	Shares	Value*
Electronic Equipment, Instruments & Components—(Continued)
Benchmark Electronics, Inc. (b)	43,585	$	556,581
Brightpoint, Inc. (b)	30,518		132,753
Checkpoint Systems, Inc. (b)	26,372		259,501
China Security & Surveillance Technology, Inc. (a) (b)	18,338		81,237
Cogent, Inc. (a) (b)	27,200		369,104
Cognex Corp.	27,796		411,381
Coherent, Inc. (b)	15,435		331,235
Comverge, Inc. (a) (b)	14,757		72,309
CTS Corp.	24,167		133,160
Daktronics, Inc. (a)	24,015		224,780
DTS, Inc. (a) (b)	12,053		221,173
Echelon Corp. (a) (b)	22,668		184,744
Electro Rent Corp.	15,175		169,353
Electro Scientific Industries, Inc. (b)	17,241		117,066
FARO Technologies, Inc. (a) (b)	11,147		187,938
ICx Technologies, Inc.	9,961		78,792
Insight Enterprises, Inc. (b) (d)	31,718		218,854
IPG Photonics Corp. (a) (b)	12,833		169,139
L-1 Identity Solutions, Inc. (a) (b)	46,548		313,734
Littelfuse, Inc. (b)	13,779		228,731
Measurement Specialties, Inc. (b)	10,016		69,611
Mercury Computer Systems, Inc. (b)	12,071		76,168
Methode Electronics, Inc.	22,249		149,958
MTS Systems Corp.	11,959		318,588
Multi-Fineline Electronix, Inc. (a) (b)	5,936		69,392
Newport Corp. (b)	26,749		181,358
NVE Corp.	3,316		86,647
OSI Systems, Inc. (b)	10,131		140,314
Park Electrochemical Corp.	12,787		242,442
Plexus Corp. (b) (d)	27,090		459,176
RadiSys Corp. (a) (b)	14,648		81,003
Rofin-Sinar Technologies, Inc. (a) (b)	19,918		409,912
Rogers Corp. (b)	11,170		310,191
Sanmina-SCI Corp. (b)	346,519		162,864
Scansource, Inc. (a) (b)	16,538		318,687
SYNNEX Corp. (a) (b)	9,776		110,762
Technitrol, Inc.	27,072		94,211
TTM Technologies, Inc. (b)	26,267		136,851
Universal Display Corp. (a) (b)	19,791		187,025
Zygo Corp. (b)	11,525		79,638
			8,868,771
Energy Equipment & Services—1.1%
Allis-Chalmers Energy, Inc. (a) (b)	32,506		178,783
Basic Energy Services, Inc. (b)	26,849		350,111
Bristow Group, Inc. (a)	16,194		433,837
Bronco Drilling Co., Inc. (a) (b)	25,638		165,621
Cal Dive International, Inc. (b)	32,206		209,661
CARBO Ceramics, Inc. (a)	14,047		499,090
Complete Production Services, Inc. (b)	37,636		306,733
Dawson Geophysical Co. (b)	5,124		91,258
Dril-Quip, Inc. (b)	23,039		472,530
Gulf Island Fabrication, Inc. (a)	8,075		116,361
Gulfmark Offshore, Inc. (b)	15,050		358,040
Hornbeck Offshore Services, Inc. (a) (b)	15,736		257,126
ION Geophysical Corp. (a) (b)	52,448		179,897

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Energy Equipment & Services—(Continued)
Lufkin Industries, Inc.	9,623	$	331,994
Matrix Service Co. (b)	18,598		142,647
NATCO Group, Inc. (b)	13,050		198,099
Natural Gas Services Group, Inc. (a) (b)	8,238		83,451
Newpark Resources, Inc. (b)	59,296		219,395
Parker Drilling Co. (b)	73,654		213,597
PHI, Inc. (a) (b)	8,963		125,572
Pioneer Drilling Co. (a) (b)	36,355		202,497
Precision Drilling Trust	19,779		165,948
RPC, Inc. (a)	23,695		231,263
Superior Well Services, Inc. (b)	16,346		163,460
T-3 Energy Services, Inc. (b)	8,164		77,068
Willbros Group, Inc. (a) (b)	25,158		213,088
			5,987,127
Food & Staples Retailing—1.0%
American Dairy, Inc. (a)	4,895		73,621
Arden Group, Inc.	779		98,154
Casey’s General Stores, Inc.	34,126		777,049
Great Atlantic & Pacific Tea Co. (a) (b)	23,378		146,580
Ingles Markets, Inc.	7,334		129,005
Nash Finch Co. (a)	8,007		359,434
Pricesmart, Inc.	8,493		175,465
Ruddick Corp.	28,590		790,513
Spartan Stores, Inc.	14,846		345,170
Susser Holdings Corp	5,337		70,929
The Andersons, Inc. (a)	12,096		199,342
The Pantry, Inc. (b)	14,653		314,307
United Natural Foods, Inc. (a) (b)	27,427		488,749
Village Supermarket, Inc.	2,156		123,733
Weis Markets, Inc.	7,822		263,054
Winn-Dixie Stores, Inc. (b)	37,194		598,823
			4,953,928
Food Products—1.9%
Alico, Inc.	2,563		105,057
B&G Foods, Inc.	15,047		81,254
Cal-Maine Foods, Inc.	8,978		257,669
Calavo Growers, Inc.	7,587		87,250
Chiquita Brands International, Inc. (a) (b)	28,967		428,132
Darling International, Inc. (b)	52,851		290,152
Diamond Foods, Inc. (a)	11,210		225,881
Farmer Bros. Co.	4,569		113,951
Flowers Foods, Inc. (a)	50,614		1,232,957
Fresh Del Monte Produce, Inc. (b)	28,757		644,732
Green Mountain Coffee Roasters, Inc. (a) (b)	11,336		438,703
Griffin Land & Nurseries, Inc.	2,418		89,127
Hain Celestial Group, Inc. (a) (b)	27,811		530,912
Imperial Sugar Co. (a)	6,849		98,215
J&J Snack Foods Corp.	9,782		350,978
Lancaster Colony Corp.	12,997		445,797
Lance, Inc.	16,482		378,097
Ralcorp Holdings, Inc. (b) (d)	36,659		2,140,886
Sanderson Farms, Inc. (a)	13,479		465,834
Smart Balance, Inc. (a) (b)	42,576		289,517
Synutra International, Inc. (b)	7,279		80,215

Security Description	Shares	Value*
Food Products—(Continued)
Tootsie Roll Industries, Inc. (a)	15,965	$	408,864
TreeHouse Foods, Inc. (a) (b)	19,425		529,137
Zhongpin, Inc. (a) (b)	13,539		162,468
			9,875,785
Gas Utilities—1.5%
Chesapeake Utilities Corp.	4,668		146,949
New Jersey Resources Corp.	28,147		1,107,584
Nicor, Inc.	29,602		1,028,374
Northwest Natural Gas Co.	17,364		768,010
Piedmont Natural Gas Co. (a)	48,070		1,522,377
South Jersey Industries, Inc. (a)	19,676		784,089
Southwest Gas Corp.	29,070		733,145
The Laclede Group, Inc.	14,354		672,341
WGL Holdings, Inc.	33,147		1,083,575
			7,846,444
Health Care Equipment & Supplies—3.7%
Abaxis, Inc. (a) (b)	14,594		233,942
ABIOMED, Inc. (a) (b)	22,685		372,488
Accuray, Inc. (a) (b)	25,622		132,210
Align Technology, Inc. (a) (b)	41,474		362,897
American Medical Systems Holdings, Inc. (a) (b)	46,536		418,359
Analogic Corp.	9,258		252,558
Angiodynamics, Inc. (b)	16,977		232,415
ArthroCare Corp. (a) (b)	17,369		82,850
Atrion Corp.	1,058		102,732
Cantel Medical Corp.	8,706		127,717
Cardiac Science Corp.	13,791		103,433
Conceptus, Inc. (a) (b)	20,238		308,022
Conmed Corp. (b)	19,090		457,015
CryoLife, Inc. (b)	19,595		190,267
Cyberonics, Inc. (a) (b)	16,539		274,051
Datascope Corp.	9,172		479,145
ev3, Inc. (b)	47,024		286,846
Exactech, Inc. (b)	5,322		89,622
Greatbatch, Inc. (a) (b)	14,650		387,639
Haemonetics Corp. (a) (b)	16,668		941,742
Hansen Medical, Inc. (a) (b)	12,148		87,709
I-Flow Corp. (b)	19,111		91,733
ICU Medical, Inc. (b)	7,464		247,357
Immucor, Inc. (b)	47,050		1,250,589
Insulet Corp. (a) (b)	12,961		100,059
Integra LifeSciences Holdings Corp. (a) (b)	11,261		400,554
Invacare Corp. (a)	21,559		334,596
IRIS International, Inc. (b)	13,110		182,753
Kensey Nash Corp. (b)	5,237		101,650
Masimo Corp. (a) (b)	31,279		933,053
Medical Action Industries, Inc. (b)	10,034		100,340
Mentor Corp. (a)	22,570		698,090
Meridian Bioscience, Inc.	27,470		699,661
Merit Medical Systems, Inc. (b)	18,475		331,257
Micrus Endovascular Corp. (a) (b)	9,469		109,935
Natus Medical, Inc. (b)	18,650		241,517
Neogen Corp. (b)	10,072		251,599
NuVasive, Inc. (a) (b)	24,156		837,005

*See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Health Care Equipment & Supplies—(Continued)
OraSure Technologies, Inc. (b)	34,671	$	127,589
Orthofix International NV (b)	11,410		174,915
Orthovita, Inc.	45,538		154,374
Palomar Medical Technologies, Inc. (b)	11,206		129,205
Quidel Corp. (b)	19,051		248,997
RTI Biologics, Inc. (a) (b)	36,658		101,176
Sirona Dental Systems, Inc. (a) (b)	10,033		105,346
Somanetics Corp. (b)	9,278		153,180
SonoSite, Inc. (b)	10,253		195,627
Stereotaxis, Inc. (b)	19,636		86,398
STERIS Corp.	38,449		918,547
SurModics, Inc. (a) (b)	9,719		245,599
Symmetry Medical, Inc. (b)	23,943		190,826
Synovis Life Technologies, Inc. (b)	9,090		170,347
Thoratec Corp. (a) (b)	35,982		1,169,055
TomoTherapy, Inc. (a) (b)	28,676		68,249
Vnus Medical Technologies, Inc. (b)	9,368		151,949
Volcano Corp. (b)	31,778		476,670
West Pharmaceutical Services, Inc. (a)	22,003		831,053
Wright Medical Group, Inc. (a) (b)	24,478		500,086
Zoll Medical Corp. (b)	13,957		263,648
			19,298,243
Health Care Providers & Services—3.3%
Air Methods Corp. (a) (b)	6,724		107,517
Alliance Imaging, Inc. (b)	16,629		132,533
Almost Family, Inc. (a) (b)	4,862		218,693
Amedisys, Inc. (a) (b)	18,064		746,766
AMERIGROUP Corp. (b)	34,288		1,012,182
AMN Healthcare Services, Inc. (b)	21,359		180,697
AmSurg Corp. (b)	21,523		502,347
Assisted Living Concepts, Inc. (a) (b)	37,605		156,061
athenahealth, Inc. (b)	13,877		522,053
BIO-Reference Labs, Inc. (b)	7,862		206,220
BMP Sunstone Corp. (b)	16,733		93,203
CardioNet, Inc. (b)	3,324		81,937
Catalyst Health Solutions, Inc. (b)	21,754		529,710
Centene Corp. (b)	28,806		567,766
Chemed Corp.	15,910		632,741
Corvel Corp. (b)	5,760		126,605
Cross Country Healthcare, Inc. (a) (b)	22,155		194,742
Emergency Medical Services Corp. (a) (b)	5,882		215,340
Emeritus Corp. (a) (b)	13,754		137,953
Genoptix, Inc. (b)	6,000		204,480
Gentiva Health Services, Inc. (b)	16,446		481,210
Hanger Orthopedic Group, Inc. (b)	20,660		299,777
Healthsouth Corp. (a) (b)	58,276		638,705
Healthspring, Inc. (b)	32,796		654,936
Healthways, Inc. (b)	23,126		265,486
HMS Holdings Corp. (b)	16,943		534,043
inVentiv Health, Inc. (b)	21,700		250,418
Kindred Healthcare, Inc. (b)	18,529		241,247
Landauer, Inc.	5,855		429,171
LHC Group, Inc. (b)	9,790		352,440
Magellan Health Services, Inc. (b)	27,500		1,076,900
Medcath Corp. (a) (b)	11,258		117,533

Security Description	Shares	Value*
Health Care Providers & Services—(Continued)
Molina Healthcare, Inc. (a) (b)	8,887	$	156,500
MWI Veterinary Supply, Inc. (b)	7,031		189,556
National Healthcare Corp. (a)	5,865		297,004
Odyssey HealthCare, Inc. (b)	18,943		175,223
Owens & Minor, Inc.	27,821		1,047,461
PharMerica Corp. (a) (b)	20,347		318,837
PSS World Medical, Inc. (a) (b)	40,661		765,240
Psychiatric Solutions, Inc. (a) (b)	36,388		1,013,406
RehabCare Group, Inc. (b)	10,778		163,394
Res-Care, Inc. (b)	16,070		241,371
Skilled Healthcare Group, Inc. (b)	14,177		119,654
Sun Healthcare Group, Inc. (b)	26,563		235,082
Triple-S Management Corp. (a) (b)	10,309		118,553
The Ensign Group, Inc.	5,940		99,436
U.S. Physical Therapy, Inc. (b)	8,827		117,664
Universal American Corp. (b)	28,541		251,732
			17,221,525
Health Care Technology—0.5%
Allscripts-Misys Heathcare Solutions, Inc. (a) (b)	96,202		954,324
Computer Programs & Systems, Inc.	5,856		156,941
Eclipsys Corp. (b)	37,263		528,762
MedAssets, Inc. (b)	10,952		159,899
Omnicell, Inc. (b)	20,699		252,734
Phase Forward, Inc. (b)	28,519		357,058
Vital Images, Inc. (a) (b)	10,111		140,644
			2,550,362
Hotels, Restaurants & Leisure—2.2%
AFC Enterprises, Inc. (b)	19,632		92,074
Ambassadors Group, Inc. (a)	11,473		105,552
Ameristar Casinos, Inc. (a)	16,928		146,258
Bally Technologies, Inc. (b)	36,834		885,121
BJ’s Restaurants, Inc. (a) (b)	10,206		109,919
Bob Evans Farms, Inc.	19,755		403,595
Buffalo Wild Wings, Inc. (a) (b)	12,741		326,807
California Pizza Kitchen, Inc. (b)	16,897		181,136
CEC Entertainment, Inc. (b)	14,049		340,688
Churchill Downs, Inc.	6,537		264,226
CKE Restaurants, Inc.	35,991		312,402
Cracker Barrel Old Country Store (a)	14,976		308,356
Denny’s Corp. (b)	67,630		134,584
DineEquity, Inc. (a) (b)	10,820		125,079
Domino’s Pizza, Inc. (a) (b)	26,291		123,831
Gaylord Entertainment Co. (a) (b)	26,951		292,149
Jack in the Box, Inc. (a) (b)	38,617		853,050
Krispy Kreme Doughnuts, Inc. (a) (b)	38,377		64,473
Landry’s Restaurants, Inc. (a) (b)	8,548		99,157
Life Time Fitness, Inc. (a) (b)	22,744		294,535
Luby’s, Inc.	15,897		66,608
Marcus Corp.	15,610		253,350
Monarch Casino & Resort, Inc. (b)	8,526		99,328
Morgans Hotel Group Co. (a) (b)	18,708		87,179
P.F. Chang’s China Bistro, Inc. (a) (b)	16,111		337,364
Papa John’s International, Inc. (b)	13,676		252,049
Peet’s Coffee & Tea, Inc. (a) (b)	8,820		205,065

*See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Hotels, Restaurants & Leisure—(Continued)
Pinnacle Entertainment, Inc. (a) (b)	45,209	$	347,205
Red Robin Gourmet Burgers, Inc. (a) (b)	13,382		225,219
Shuffle Master, Inc. (b)	36,745		182,255
Sonic Corp. (a) (b)	37,820		460,269
Speedway Motorsports, Inc.	8,883		143,105
Texas Roadhouse, Inc. (a) (b)	31,607		244,954
The Cheesecake Factory (b)	43,774		442,117
The Steak n Shake Co. (a) (b)	15,973		95,039
Vail Resorts, Inc. (a) (b)	20,735		551,551
Wendy’s/Arby’s Group, Inc. (a)	260,726		1,287,986
WMS Industries, Inc. (b)	29,718		799,414
			11,543,049
Household Durables—0.8%
American Greetings Corp. (Class A)	30,939		234,208
Blyth, Inc.	15,326		120,156
Cavco Industries Inc. (b)	4,504		121,113
CSS Industries, Inc.	4,704		83,449
Ethan Allen Interiors, Inc. (a)	15,394		221,212
Furniture Brands International, Inc. (b)	29,013		64,119
Helen of Troy, Ltd. (b)	20,347		353,224
Hovnanian Enterprises, Inc. (Class A) (a) (b)	31,771		54,646
iRobot Corp. (a) (b)	12,683		114,527
La-Z-Boy, Inc. (a)	32,284		70,056
M/I Homes, Inc. (a) (b)	8,667		91,350
Meritage Homes Corp. (a) (b)	20,380		248,025
National Presto Industries, Inc.	3,085		237,545
Ryland Group, Inc. (a)	27,611		487,886
Sealy Corp. (b)	27,397		68,766
Skyline Corp.	4,895		97,851
Standard Pacific Corp. (b)	71,046		126,462
Tempur-Pedic International, Inc. (a) (b)	47,078		333,783
Tupperware Brands Corp.	41,704		946,681
Universal Electronics, Inc. (b)	9,803		159,005
			4,234,064
Household Products—0.1%
Central Garden & Pet Co. (b)	43,733		258,025
WD-40 Co. (a)	10,145		287,002
			545,027
Independent Power Producers & Energy Traders—0.1%
Ormat Technologies, Inc. (a)	11,722		373,580
Industrial Conglomerates—0.3%
Otter Tail Corp. (a)	23,260		542,656
Raven Industries, Inc. (a)	10,703		257,942
Seaboard Corp. (a)	219		261,486
Standex International Corp.	11,526		228,676
Tredegar Industries, Inc.	16,163		293,843
			1,584,603
Insurance—4.3%
AMBAC Financial Group, Inc. (a) (b)	201,101		261,431
American Equity Investment Life Holding Co. (a)	36,575		256,025

Security Description	Shares	Value*
Insurance—(Continued)
American Physicians Capital, Inc.	6,414	$	308,513
American Safety Insurance Holdings Ltd.	7,486		98,890
Amerisafe, Inc. (b)	11,822		242,706
Amtrust Financial Services, Inc. (a)	9,993		115,919
Argo Group International Holdings, Ltd. (b)	20,967		711,201
Aspen Insurance Holdings, Ltd.	56,017		1,358,412
Assured Guaranty, Ltd. (a)	36,518		416,305
Baldwin & Lyons, Inc. (Class B)	6,414		116,671
Castlepoint Holdings, Ltd.	23,312		316,111
Citizens, Inc. (a) (b)	22,172		215,068
CNA Surety Corp. (b)	9,923		190,522
Crawford & Co. (Class B) (a) (b)	17,980		261,429
Delphi Financial Group, Inc.	25,658		473,133
Donegal Group, Inc.	8,649		145,044
eHealth, Inc. (a) (b)	16,863		223,941
EMC Insurance Group, Inc.	4,088		104,857
Employers Holdings, Inc.	33,650		555,225
Enstar Group, Ltd. (b)	4,274		252,764
FBL Financial Group, Inc.	8,813		136,161
First Mercury Financial Corp. (b)	10,341		147,463
Flagstone Reinsurance Holdings, Ltd. (a)	20,769		202,913
FPIC Insurance Group, Inc. (b)	5,920		259,178
Greenlight Capital Re, Ltd. (b)	19,232		249,824
Harleysville Group, Inc. (a)	7,934		275,548
Hilltop Holdings, Inc. (b)	28,463		277,230
Horace Mann Educators Corp.	26,595		244,408
Infinity Property & Casualty Corp.	9,479		442,954
IPC Holdings, Ltd.	30,710		918,229
Kansas City Life Insurance Co.	3,354		145,396
Maiden Holdings, Ltd. (a)	34,068		106,633
Max Capital Group, Ltd.	37,895		670,741
Meadowbrook Insurance Group, Inc.	37,114		239,014
Montpelier Re Holdings, Ltd.	61,328		1,029,697
National Financial Partners Corp. (a) (b)	26,174		79,569
National Interstate Corp.	4,305		76,930
National Western Life Insurance Co.	1,512		255,785
Navigators Group, Inc. (b)	8,311		456,357
Odyssey Re Holdings Corp.	14,479		750,157
Platinum Underwriters Holdings, Ltd.	33,116		1,194,825
PMA Capital Corp. (b)	28,283		200,244
Presidential Life Corp.	15,310		151,416
ProAssurance Corp. (b)	21,718		1,146,276
RLI Corp.	12,284		751,289
Safety Insurance Group, Inc.	10,092		384,101
SeaBright Insurance Holdings, Inc.	12,481		146,527
Selective Insurance Group	34,176		783,656
State Auto Financial Corp.	9,434		283,586
Stewart Information Services Corp.	11,597		272,413
The Phoenix Cos., Inc.	85,019		278,012
Tower Group, Inc.	12,792		360,862
United America Indemity, Ltd. (b)	15,178		194,430
United Fire & Casualty Co.	14,209		441,474
Validus Holdings, Ltd.	41,335		1,081,324
Zenith National Insurance Corp.	24,665		778,674
			22,037,463

*See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Internet & Catalog Retail—0.4%
Blue Nile, Inc. (a) (b)	10,191	$	249,578
Drugstore.com (b)	62,307		77,261
NetFlix, Inc. (a) (b)	26,536		793,161
NutriSystem, Inc. (a)	20,512		299,270
Orbitz Worldwide, Inc. (a) (b)	20,423		79,241
Overstock.com, Inc. (a) (b)	10,438		112,522
PetMed Express, Inc. (a) (b)	16,381		288,797
Shutterfly, Inc. (a) (b)	13,808		96,518
Stamps.com, Inc. (b)	10,227		100,531
			2,096,879
Internet Software & Services—1.9%
Ariba, Inc. (b)	57,598		415,282
Art Technology Group, Inc. (b)	76,761		148,149
AsiaInfo Holdings, Inc. (b)	23,217		274,889
Bankrate, Inc. (a) (b)	8,478		322,164
comScore, Inc. (a) (b)	11,964		152,541
Constant Contact, Inc. (b)	13,574		179,856
DealerTrack Holdings, Inc. (b)	27,908		331,826
Digital River, Inc. (b)	26,392		654,522
DivX, Inc. (b)	14,635		76,541
EarthLink, Inc. (b)	71,922		486,193
GSI Commerce, Inc. (a) (b)	16,053		168,878
InfoSpace, Inc. (b)	30,704		231,815
Internap Network Services Corp. (a) (b)	30,035		75,088
Internet Brands, Inc. (a)	15,937		92,753
Internet Capital Group, Inc. (a) (b)	29,139		158,808
Interwoven, Inc. (b)	29,924		377,042
j2 Global Communications, Inc. (b)	30,847		618,174
Keynote Systems, Inc. (b)	10,145		78,218
Liquidity Services, Inc. (b)	10,729		89,373
LoopNet, Inc. (a) (b)	25,998		177,306
Marchex, Inc. (a)	16,789		97,880
MercadoLibre, Inc. (a) (b)	16,558		271,717
ModusLink Global Solutions, Inc. (b)	29,234		84,486
Move, Inc. (b)	70,880		113,408
NIC, Inc. (b)	24,542		112,893
Omniture, Inc. (a) (b)	40,376		429,601
Perficient, Inc. (b)	28,133		134,476
Rackspace Hosting, Inc. (b)	12,609		67,836
RealNetworks, Inc. (b)	66,317		234,099
S1 Corp. (b)	34,158		269,507
SAVVIS, Inc. (a) (b)	24,770		170,665
SonicWall, Inc. (b)	40,485		161,130
SupportSoft, Inc. (b)	33,767		75,300
Switch & Data Facilities Co., Inc. (a) (b)	13,728		101,450
Terremark Worldwide, Inc. (a) (b)	29,552		114,957
The Knot, Inc. (b)	17,057		141,914
United Online, Inc.	50,168		304,520
ValueClick, Inc. (b)	62,129		424,962
Vignette Corp. (b)	18,591		174,941
VistaPrint, Ltd. (a) (b)	30,022		558,709
Vocus, Inc. (b)	10,601		193,044
Websense, Inc. (b)	33,750		505,237
			9,852,150

Security Description	Shares	Value*
IT Services—1.8%
Acxiom Corp. (b)	39,865	$	323,305
CACI International, Inc. (Class A) (b) (d)	19,310		870,688
Cass Information Systems, Inc. (a)	4,912		149,620
Ciber, Inc. (b)	32,578		156,700
CSG Systems International, Inc. (b)	25,464		444,856
Cybersource Corp. (b)	46,971		563,182
Euronet Worldwide, Inc. (a) (b)	31,152		361,675
ExlService Holdings, Inc. (a) (b)	14,049		120,400
Forrester Research, Inc. (b)	12,247		345,488
Gartner, Inc. (Class A) (b)	41,305		736,468
Heartland Payment Systems, Inc. (a)	16,385		286,738
iGate Corp. (b)	15,358		99,981
infoGROUP, Inc.	24,161		114,523
Integral Systems, Inc. (b)	13,332		160,651
Mantech International Corp. (b)	13,882		752,266
Maximus, Inc.	11,910		418,160
NCI, Inc. (b)	4,528		136,429
Ness Technologies, Inc. (b)	26,083		111,635
Online Resources Corp. (b)	20,541		97,364
Perot Systems Corp. (b)	61,767		844,355
RightNow Technologies, Inc. (b)	18,528		143,221
Sapient Corp. (b)	57,748		256,401
SRA International, Inc. (b)	31,245		538,976
Syntel, Inc. (a)	7,885		182,301
TeleTech Holdings, Inc. (b)	25,316		211,389
The Hackett Group, Inc. (b)	28,213		82,382
TNS, Inc. (a) (b)	16,455		154,512
VeriFone Holdings, Inc. (a) (b)	44,469		217,898
Wright Express Corp. (b)	24,854		313,160
			9,194,724
Leisure Equipment & Products—0.5%
Brunswick Corp. (a)	56,263		236,867
Callaway Golf Co. (a)	41,730		387,672
Jakks Pacific, Inc. (a) (b)	16,889		348,420
LeapFrog Enterprises, Inc. (b)	28,909		101,181
Polaris Industries, Inc. (a)	22,365		640,757
Pool Corp. (a)	32,671		587,098
RC2 Corp. (b)	10,877		116,058
Steinway Musical Instruments, Inc. (b)	4,118		72,106
			2,490,159
Life Sciences Tools & Services—1.3%
Accelrys, Inc.	19,395		84,562
Affymetrix, Inc. (b) (d)	42,415		126,821
Albany Molecular Research, Inc. (b)	13,735		133,779
AMAG Pharmaceuticals, Inc. (a) (b)	11,452		410,554
Bio-Rad Laboratories, Inc. (b)	12,861		968,562
Bruker Corp. (b)	40,189		162,364
Cambrex Corp.	14,910		68,884
Clinical Data, Inc.	8,228		73,229
Dionex Corp. (b)	13,130		588,880
Enzo Biochem, Inc. (a) (b)	22,322		109,155
eResearch Technology, Inc. (b)	26,533		175,914
Exelixis, Inc. (a) (b)	68,977		346,264
Kendle International, Inc. (a) (b)	8,850		227,622

*See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Life Sciences Tools & Services—(Continued)
Luminex Corp. (a) (b)	27,286	$	582,829
Medivation, Inc. (a)	17,968		261,794
Nektar Therapeutics (a) (b)	61,780		343,497
Parexel International Corp. (b)	39,231		380,933
Sequenom, Inc. (a) (b)	40,007		793,739
Varian, Inc. (b)	18,573		622,381
			6,461,763
Machinery—2.9%
3D Systems Corp. (b)	11,338		90,024
Actuant Corp. (a)	39,384		749,084
Albany International Corp. (Class A)	19,528		250,740
Altra Holdings, Inc. (b)	17,632		139,469
American Railcar Industries, Inc. (a)	5,293		55,735
AMPCO-Pittsburgh Corp.	5,636		122,301
Astec Industries, Inc. (a) (b)	11,497		360,201
Badger Meter, Inc. (a)	9,649		280,014
Barnes Group, Inc.	31,270		453,415
Blount International, Inc. (b)	25,432		241,095
Briggs & Stratton Corp. (a)	33,045		581,262
Cascade Corp. (a)	8,261		246,673
Chart Industries, Inc. (b)	18,382		195,401
Circor International, Inc.	11,100		305,250
Clarcor, Inc. (a)	34,089		1,131,073
Colfax Corp. (a) (b)	14,330		148,889
Columbus McKinnon Corp. (b)	11,301		154,259
Dynamic Materials Corp. (a)	10,450		201,790
Energy Recovery, Inc. (a) (b)	10,987		83,281
EnPro Industries, Inc. (b)	14,882		320,558
ESCO Technologies, Inc. (b)	16,850		690,008
Federal Signal Corp.	31,621		259,608
Force Protection, Inc. (b)	41,101		245,784
FreightCar America, Inc. (a)	7,047		128,749
Graham Corp. (a)	6,734		72,862
Greenbrier Cos., Inc.	9,593		65,904
K-Tron International, Inc. (a) (b)	1,654		132,155
Kadant, Inc. (b)	8,363		112,733
Kaydon Corp.	22,613		776,757
LB Foster Co. (b)	6,950		217,396
Lindsay Corp. (a)	7,760		246,690
Met-Pro Corp. (a)	10,588		141,032
Mueller Industries, Inc.	24,461		613,482
Mueller Water Products, Inc. (a)	78,673		660,853
NACCO Industries, Inc.	3,492		130,636
Nordson Corp. (a)	22,593		729,528
PMFG, Inc. (a) (b)	8,902		85,103
RBC Bearings, Inc. (b)	14,425		292,539
Robbins & Myers, Inc.	18,236		294,876
Sun Hydraulics Corp. (a)	7,039		132,615
Tecumseh Products Co.	10,819		103,321
Tennant Co. (a)	10,316		158,866
The Gorman-Rupp Co. (a)	9,576		298,005
The Middleby Corp. (a) (b)	11,127		303,433
Thermadyne Holdings Corp. (b)	9,451		64,928
Titan International, Inc.	22,213		183,257
Titan Machinery, Inc. (a) (b)	5,112		71,875

Security Description	Shares	Value*
Machinery—(Continued)
Turbochef Technologies, Inc. (b)	18,040	$	88,576
Wabash National Corp. (a) (b)	17,632		79,344
Wabtec Corp.	31,779		1,263,215
Watts Water Technologies, Inc. (a)	19,051		475,704
			15,230,348
Marine—0.2%
American Commercial Lines, Inc. (a) (b)	31,509		154,394
Eagle Bulk Shipping, Inc. (a)	30,187		205,875
Genco Shipping & Trading, Ltd. (a)	16,321		241,551
Horizon Lines, Inc. (a)	20,292		70,819
International Shipholding Corp.	4,053		102,663
TBS International, Ltd. (a) (b)	6,937		69,578
			844,880
Media—0.8%
Arbitron, Inc. (a)	18,813		249,837
Belo Corp. (Class A)	59,052		92,121
Cinemark Holdings, Inc. (a)	22,209		165,013
CKX, Inc. (b)	35,334		129,676
Cox Radio, Inc. (Class A) (a) (b)	21,485		129,125
Dolan Media Co. (a) (b)	14,833		97,749
Fisher Communications, Inc. (a) (b)	3,926		81,033
Global Sources, Ltd. (b)	10,946		59,656
Harte-Hanks, Inc. (a)	24,803		154,771
Interactive Data Corp.	24,889		613,763
Knology, Inc. (a) (b)	24,666		127,276
Live Nation, Inc. (a) (b)	49,895		286,397
Marvel Entertainment, Inc. (b)	33,021		1,015,396
Mediacom Communications Corp. (a) (b)	34,201		147,064
National CineMedia, Inc. (a)	30,180		306,025
Outdoor Channel Holdings, Inc. (b)	11,405		85,423
RCN Corp. (b)	24,738		145,954
Scholastic Corp. (a)	15,917		216,153
Sinclair Broadcast Group, Inc.	35,527		110,134
World Wrestling Entertainment, Inc. (a)	13,534		149,957
			4,362,523
Metals & Mining—1.0%
A.M. Castle & Co.	11,149		120,744
Allied Nevada Gold Corp. (a) (b)	31,716		160,483
AMCOL International Corp. (a)	17,195		360,235
Brush Engineered Material, Inc. (a) (b)	12,873		163,745
Coeur D’Alene Mines Corp. (a)	357,943		314,990
Compass Minerals International, Inc.	22,036		1,292,632
Haynes International, Inc. (a) (b)	8,860		218,133
Hecla Mining Co. (a) (b)	114,395		320,306
Horsehead Holding Corp. (b)	23,752		111,634
Kaiser Aluminum Corp.	10,376		233,667
Olympic Steel, Inc.	6,018		122,587
Royal Gold, Inc. (a)	20,085		988,383
RTI International Metals, Inc. (a) (b)	14,086		201,571
Stillwater Mining Co. (a) (b)	29,045		143,482
Universal Stainless & Alloy (b)	4,250		61,582
Worthington Industries, Inc. (a)	45,793		504,639
			5,318,813

*See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Multi-Utilities—0.6%
Avista Corp.	35,689	$	691,653
Black Hills Corp.	25,800		695,568
CH Energy Group, Inc. (a)	9,850		506,192
NorthWestern Corp.	25,215		591,796
PNM Resources, Inc.	56,877		573,320
			3,058,529
Multiline Retail—0.2%
99 Cents Only Stores (b)	31,594		345,323
Dillard’s, Inc.	37,757		149,895
Fred’s, Inc. (a)	31,780		341,953
			837,171
Oil, Gas & Consumable Fuels—3.0%
Alon USA Energy, Inc. (a)	9,248		84,619
Arena Resources, Inc. (b)	25,500		716,295
Atlas America, Inc.	26,436		392,575
ATP Oil & Gas Corp. (a) (b)	18,136		106,096
Berry Petroleum Co.	28,659		216,662
Bill Barrett Corp. (b)	26,491		559,755
BPZ Resources, Inc. (a) (b)	48,087		307,757
Brigham Exploration Co. (a) (b)	34,342		109,894
Carrizo Oil & Gas, Inc. (b)	21,748		350,143
Cheniere Energy, Inc. (a) (b)	34,100		97,185
Clayton Williams Energy, Inc. (b)	3,590		163,130
Clean Energy Fuels Corp. (a) (b)	26,172		158,079
Comstock Resources, Inc. (b)	30,503		1,441,267
Concho Resources, Inc. (b)	37,052		845,527
Contango Oil & Gas Co. (a) (b)	8,999		506,644
Delta Petroleum Corp. (a) (b)	39,961		190,214
DHT Maritime, Inc. (a)	25,976		143,907
Energy XXI Bermuda, Ltd.	76,222		60,215
EXCO Resources, Inc. (a) (b)	98,815		895,264
FX Energy, Inc. (a) (b)	45,308		126,409
General Maritime Corp. (a)	31,394		339,055
GMX Resources, Inc. (a) (b)	11,323		286,698
Golar LNG, Ltd.	21,224		143,474
Goodrich Petroleum Corp. (a) (b)	15,394		461,050
Gran Tierra Energy, Inc. (a) (b)	152,693		427,540
Gulfport Energy Corp. (a) (b)	17,744		70,089
Harvest Natural Resources, Inc. (a) (b)	22,532		96,888
International Coal Group, Inc. (a) (b)	103,477		237,997
James River Coal Co. (a) (b)	19,449		298,153
Knightbridge Tankers, Ltd. (a)	10,435		152,873
McMoRan Exploration Co. (a) (b)	41,245		404,201
Nordic American Tanker Shipping, Ltd. (a)	23,124		780,435
Oilsands Quest, Inc. (a) (b)	146,579		107,003
Panhandle Oil & Gas, Inc.	5,102		91,836
Parallel Petroleum Corp. (b)	48,389		97,262
Penn Virginia Corp.	27,897		724,764
Petroleum Development Corp. (a) (b)	9,706		233,623
PetroQuest Energy, Inc. (a) (b)	28,823		194,844
Rentech, Inc. (a) (b)	133,219		90,589
Rosetta Resources, Inc. (b)	41,753		295,611
Ship Finance International, Ltd. (a)	27,269		301,322
Stone Energy Corp. (b)	21,793		240,159

Security Description	Shares	Value*
Oil, Gas & Consumable Fuels—(Continued)
Swift Energy Co. (b)	20,570	$	345,782
Teekay Tankers, Ltd.	9,320		118,364
USEC, Inc. (a) (b)	82,809		371,812
Vaalco Energy, Inc. (b)	40,432		300,814
Warren Resources, Inc. (b)	57,247		113,922
Western Refining, Inc. (a) (b)	20,283		157,396
Westmoreland Coal Co. (b)	6,870		76,257
World Fuel Services Corp.	20,146		745,402
			15,776,852
Paper & Forest Products—0.3%
Buckeye Technologies, Inc. (b)	26,263		95,597
Clearwater Paper Corp. (b)	7,604		63,798
Deltic Timber Corp.	8,066		369,019
Glatfelter	34,445		320,339
Louisiana-Pacific Corp. (a) (b)	67,795		105,760
Neenah Paper, Inc.	10,748		95,012
Schweitzer-Mauduit International, Inc.	8,700		174,174
Wausau Paper Corp. (a)	26,829		306,924
			1,530,623
Personal Products—0.4%
American Oriental Bioengineering, Inc. (a) (b)	41,566		282,233
Chattem, Inc. (a) (b)	11,517		823,811
China Sky One Medical, Inc.	5,765		92,182
Elizabeth Arden, Inc. (b)	14,516		183,047
Inter Parfums, Inc. (a)	10,037		77,084
Nu Skin Enterprises, Inc.	31,956		333,301
Prestige Brands Holdings, Inc. (b)	23,318		246,005
USANA Health Sciences, Inc. (a) (b)	5,737		196,435
			2,234,098
Pharmaceuticals—1.3%
Adolor Corp. (a) (b)	33,331		55,329
Akorn, Inc. (a) (b)	33,037		75,985
Ardea Bioscience, Inc.	8,657		103,624
Auxilium Pharmaceuticals, Inc. (a) (b)	26,908		765,263
BioMimetic Therapeutics, Inc.	9,666		89,120
Cadence Pharmaceuticals, Inc. (a) (b)	14,478		104,676
Cypress Biosciences, Inc. (b)	22,201		151,855
Discovery Laboratories, Inc. (a) (b)	54,214		60,720
Durect Corp., Inc. (b)	48,440		164,212
Inspire Pharmaceutical, Inc. (a) (b)	31,626		113,854
KV Pharmaceutical Co. (a) (b)	25,617		73,777
Medicis Pharmaceutical Corp. (a)	37,076		515,356
Noven Pharmaceuticals, Inc. (a) (b)	17,432		191,752
Obagi Medical Products, Inc. (b)	13,504		100,740
Optimer Pharmaceuticals, Inc. (a) (b)	18,035		218,404
Pain Therapeutics, Inc. (a) (b)	19,603		116,050
Par Pharmaceutical Cos., Inc. (b)	23,316		312,668
Pozen, Inc. (a) (b)	15,141		76,311
Questcor Pharmaceuticals, Inc. (a) (b)	30,322		282,298
Salix Pharmaceuticals, Ltd. (a) (b)	32,098		283,425
The Medicines Co. (b)	35,725		526,229
Valeant Pharmaceuticals International (a) (b)	41,907		959,670

*See accompanying notes to financial statements.

MSF-16

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Pharmaceuticals—(Continued)
ViroPharma, Inc. (b)	52,041	$	677,574
Vivus, Inc. (a) (b)	46,503		247,396
XenoPort, Inc. (a) (b)	17,252		432,680
			6,698,968
Professional Services—1.6%
Administaff, Inc.	14,105		305,796
CBIZ, Inc. (a) (b)	32,679		282,673
CDI Corp.	7,746		100,233
CoStar Group, Inc. (a) (b)	12,830		422,620
CRA International, Inc. (b)	9,028		243,124
Duff & Phelps Corp. (b)	7,904		151,124
Exponent, Inc. (b)	9,587		288,377
First Advantage Corp.	7,503		106,167
Heidrick & Struggles International, Inc. (a)	11,860		255,464
Hill International, Inc. (b)	16,010		112,710
Huron Consulting Group, Inc. (a) (b)	13,483		772,171
ICF International, Inc. (a) (b)	4,800		117,936
Kelly Services, Inc. (Class A)	17,549		228,313
Kforce, Inc. (b)	18,129		139,231
Korn/Ferry International (b)	30,619		349,669
LECG Corp. (b)	14,501		97,302
MPS Group, Inc. (b)	67,017		504,638
Navigant Consulting, Inc. (b)	32,158		510,347
Odyssey Marine Exploration, Inc. (a) (b)	36,989		119,105
On Assignment, Inc. (b)	20,637		117,012
Resources Connection, Inc. (b)	28,983		474,742
School Specialty, Inc. (a) (b)	12,829		245,291
The Advisory Board Co. (b)	11,952		266,530
TrueBlue, Inc. (a) (b)	30,139		288,430
Volt Information Sciences, Inc. (a) (b)	7,738		55,946
VSE Corp.	2,837		111,296
Watson Wyatt Worldwide, Inc.	28,700		1,372,434
			8,038,681
Real Estate Investment Trusts—5.5%
Acadia Realty Trust	21,412		305,549
Agree Realty Corp.	4,326		78,430
Alexander’s, Inc. (b)	1,300		331,370
American Campus Communities, Inc.	27,217		557,404
American Capital Agency Corp. (a)	7,451		159,153
Anthracite Capital, Inc. (a)	39,169		87,347
Anworth Mortgage Asset Corp.	59,403		381,961
Ashford Hospitality Trust, Inc. (a)	80,110		92,127
Associated Estates Realty Corp.	10,121		92,405
BioMed Realty Trust, Inc.	53,970		632,528
Capstead Mortgage Corp.	35,788		385,437
Care Investment Trust, Inc.	9,450		73,616
Cedar Shopping Centers, Inc.	28,436		201,327
Chimera Investment Corp.	91,029		314,050
Cogdell Spencer, Inc.	7,749		72,531
Colonial Properties Trust (a)	31,156		259,529
Corporate Office Properties Trust (a)	28,392		871,634
Cousins Properties, Inc.	30,499		422,411
DCT Industrial Trust, Inc.	111,847		565,946
DiamondRock Hospitality Co.	62,158		315,141

Security Description	Shares	Value*
Real Estate Investment Trusts—(Continued)
EastGroup Properties, Inc.	16,332	$	581,093
Education Realty Trust, Inc.	19,777		103,236
Entertainment Properties Trust	22,169		660,636
Equity Lifestyle Properties, Inc.	13,482		517,170
Equity One, Inc. (a)	21,357		378,019
Extra Space Storage, Inc.	54,099		558,302
FelCor Lodging Trust, Inc. (b)	41,820		76,949
First Industrial Realty Trust, Inc. (a)	30,864		233,023
First Potomac Realty Trust	16,284		151,441
Franklin Street Properties Corp. (a)	36,824		543,154
Getty Realty Corp.	11,618		244,675
Glimcher Realty Trust (a)	22,979		64,571
Hatteras Financial Corp. (a)	10,383		276,188
Healthcare Realty Trust, Inc.	38,656		907,643
Hersha Hospitality Trust	25,342		76,026
Highwoods Properties, Inc.	41,688		1,140,584
Home Properties, Inc. (a)	20,887		848,012
Inland Real Estate Corp. (a)	36,358		471,927
Investors Real Estate Trust	38,560		412,978
Kite Realty Group Trust	14,565		80,981
LaSalle Hotel Properties (a)	24,950		275,697
Lexington Realty Trust (a)	50,292		251,460
LTC Properties, Inc.	15,049		305,194
Medical Properties Trust, Inc. (a)	44,184		278,801
MFA Mortgage Investments, Inc.	134,360		791,380
Mid-America Apartment Communities, Inc.	17,835		662,749
Mission West Properties, Inc.	12,528		95,839
Monmouth Real Estate Investment Corp.	13,822		96,754
National Health Investors, Inc.	14,649		401,822
National Retail Properties, Inc.	52,865		908,749
NorthStar Realty Finance Corp. (a)	35,021		136,932
Omega Healthcare Investors, Inc.	53,863		860,192
Parkway Properties, Inc.	9,472		170,496
Pennsylvania Real Estate Investment Trust (a)	23,259		173,280
Post Properties, Inc. (a)	29,943		494,059
Potlatch Corp.	26,616		692,282
PS Business Parks, Inc.	9,502		424,359
RAIT Financial Trust (a)	39,676		103,158
Ramco-Gershenson Properties Trust	11,167		69,012
Realty Income Corp. (a)	67,814		1,569,894
Redwood Trust, Inc. (a)	21,610		322,205
Resource Capital Corp. (a)	13,847		53,034
Saul Centers, Inc.	5,803		229,219
Senior Housing Properties Trust (a)	75,116		1,346,079
Sovran Self Storage, Inc.	14,398		518,328
Strategic Hotels & Resorts, Inc. (b)	54,702		91,899
Sun Communities, Inc. (a)	12,799		179,186
Sunstone Hotel Investors, Inc. (a)	37,671		233,183
Tanger Factory Outlet Centers (a)	21,522		809,658
U-Store-It Trust	31,251		139,067
Universal Health Realty Income Trust	8,355		274,963
Urstadt Biddle Properties, Inc.	12,686		202,088
Washington Real Estate Investment Trust	35,366		1,000,858
Winthrop Realty Trust	6,380		69,159
			28,757,539

*See accompanying notes to financial statements.

MSF-17

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Real Estate Management & Development—0.1%
Avatar Holdings, Inc. (a) (b)	3,358	$	89,054
Consolidated-Tomoka Land Co. (a)	3,138		119,840
Forestar Group, Inc. (a) (b)	23,546		224,158
Tejon Ranch Co. (a) (b)	7,567		187,208
			620,260
Road & Rail—0.8%
Amerco, Inc. (b)	6,294		217,332
Arkansas Best Corp. (a)	15,099		454,631
Celadon Group, Inc. (b)	13,384		114,166
Genesee & Wyoming, Inc. (b)	20,451		623,755
Heartland Express, Inc. (a)	39,221		618,123
Knight Transportation, Inc. (a)	36,396		586,704
Marten Transport, Ltd. (b)	14,050		266,388
Old Dominion Freight Line, Inc. (a) (b)	19,927		567,122
Patriot Transportation Holdings, Inc. (a)	1,157		81,071
Saia, Inc. (b)	9,687		105,201
Universal Truckload Services, Inc.	4,395		62,233
Werner Enterprises, Inc. (a)	30,512		529,078
YRC Worldwide, Inc. (a) (b)	37,074		106,402
			4,332,206
Semiconductors & Semiconductor Equipment—2.5%
Actel Corp. (b)	16,772		196,568
Advanced Analogic Technologies, Inc. (a) (b)	24,209		73,111
Advanced Energy Industries, Inc. (b)	23,757		236,382
Amkor Technology, Inc. (b)	70,619		153,949
Applied Micro Circuits Corp. (b)	42,638		167,567
Atheros Communications, Inc. (b)	39,837		570,067
ATMI, Inc. (b)	22,055		340,309
Brooks Automation, Inc. (a) (b)	47,372		275,231
Cabot Microelectronics Corp. (b)	14,624		381,248
Cavium Networks, Inc. (a) (b)	19,819		208,298
Ceva, Inc. (b)	14,170		99,190
Cirrus Logic, Inc. (b)	52,948		141,901
Cohu, Inc.	16,023		194,679
Cymer, Inc. (b)	19,276		422,337
Diodes, Inc. (a) (b)	20,159		122,164
DSP Group, Inc. (a) (b)	17,234		138,217
Entegris, Inc. (b)	80,270		175,791
Exar Corp. (b) (d)	26,962		179,837
FEI Co. (b)	23,419		441,682
FormFactor, Inc. (b) (d)	34,244		499,962
Hittite Microwave Corp. (b)	12,770		376,204
IXYS Corp.	21,409		176,838
Kopin Corp. (b)	47,669		97,245
Kulicke & Soffa Industries, Inc. (b)	32,332		54,964
Lattice Semiconductor Corp. (b)	63,675		96,149
Micrel, Inc.	32,874		240,309
Microsemi Corp. (b)	52,731		666,520
Microtune, Inc. (b)	32,159		65,604
MKS Instruments, Inc. (b)	35,363		523,019
Monolithic Power Systems, Inc. (b)	17,526		221,003
NetLogic Microsystems, Inc. (a) (b)	12,862		283,093
OmniVision Technologies, Inc. (a) (b)	33,553		176,153
Pericom Semiconductor Corp. (b)	16,354		89,620

Security Description	Shares	Value*
Semiconductors & Semiconductor Equipment—(Continued)
PMC-Sierra, Inc. (a) (b)	146,801	$	713,453
Power Integrations, Inc. (a)	19,758		392,789
RF Micro Devices, Inc. (a) (b)	162,114		126,449
Semtech Corp. (b)	44,521		501,752
Sigma Designs, Inc. (a) (b)	18,438		175,161
Silicon Image, Inc. (b)	51,588		216,670
Silicon Storage Technology, Inc. (b)	66,738		152,830
Skyworks Solutions, Inc. (b)	109,586		607,106
Standard Microsystems Corp. (b)	14,611		238,744
Supertex, Inc. (a) (b)	6,854		164,565
Tessera Technologies, Inc. (b)	36,348		431,814
Transmeta Corp. (a) (b)	8,545		155,519
Trident Microsystems, Inc. (b)	33,467		63,253
TriQuint Semiconductor, Inc. (b) (d)	86,708		298,276
Ultratech, Inc. (b)	15,771		188,621
Veeco Instruments, Inc. (b)	24,505		155,362
Volterra Semiconductor Corp. (b)	16,829		120,327
Zoran Corp. (a) (b)	33,953		231,899
			13,019,801
Software—3.8%
ACI Worldwide, Inc. (a) (b)	22,537		358,338
Actuate Corp. (b)	36,337		107,557
Advent Software, Inc. (a) (b)	12,161		242,855
American Software, Inc.	16,487		77,489
Blackbaud, Inc.	27,827		375,664
Blackboard, Inc. (b)	20,873		547,499
Bottomline Technologies, Inc. (b)	12,369		87,820
Commvault Systems, Inc. (b)	27,932		374,568
Concur Technologies, Inc. (a) (b)	28,992		951,517
DemandTec, Inc. (b)	13,832		111,624
Double-Take Software, Inc. (a) (b)	11,826		106,079
Ebix, Inc. (a) (b)	4,266		101,957
Epicor Software Corp. (a) (b)	37,761		181,253
EPIQ Systems, Inc. (a) (b)	23,311		389,527
Fair Isaac Corp.	31,913		538,053
FalconStor Software, Inc. (b)	30,124		83,745
i2 Technologies, Inc. (a) (b)	8,649		55,267
Informatica Corp. (b)	59,561		817,772
Interactive Intelligence, Inc. (a) (b)	8,397		53,825
Jack Henry & Associates, Inc.	50,636		982,845
JDA Software Group, Inc. (b)	18,999		249,457
Kenexa Corp. (b)	15,403		122,916
Lawson Software, Inc. (b)	82,021		388,780
Macrovision Solutions Corp. (a) (b)	55,563		702,872
Manhattan Associates, Inc. (b)	15,513		245,261
Mentor Graphics Corp. (b)	58,684		303,396
MICROS Systems, Inc. (b)	53,222		868,583
MicroStrategy, Inc. (Class A) (b)	6,205		230,392
MSC.Software Corp. (b)	27,127		181,208
Net 1 UEPS Technologies, Inc. (a) (b)	33,390		457,443
NetScout Systems, Inc. (b)	19,729		170,064
OpenTV Corp. (b)	62,898		77,365
Opnet Technologies, Inc. (a)	9,341		92,102
Parametric Technology Corp. (b)	77,235		977,023
Pegasystems, Inc.	10,030		123,971

*See accompanying notes to financial statements.

MSF-18

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Software—(Continued)
Phoenix Technologies, Ltd. (b)	18,618	$	65,163
Progress Software Corp. (b)	27,788		535,197
Quality Systems, Inc. (a)	11,861		517,377
Quest Software, Inc. (b)	48,854		615,072
Radiant Systems, Inc. (b)	15,752		53,084
Smith Micro Software, Inc. (a) (b)	18,686		103,894
Solera Holdings, Inc. (b)	34,730		836,993
Sourcefire, Inc.	14,391		80,590
SPSS, Inc. (b)	11,960		322,442
SuccessFactors, Inc. (a) (b)	15,533		89,159
Sybase, Inc. (a) (b) (d)	52,836		1,308,748
Symyx Technologies (b)	19,225		114,196
Synchronoss Technologies, Inc. (a) (b)	11,423		121,769
Take-Two Interactive Software, Inc. (b)	51,790		391,532
Taleo Corp. (b)	14,949		117,051
Telecommunication Systerm, Inc.	22,959		197,218
THQ, Inc. (b)	42,100		176,399
TIBCO Software, Inc. (b)	130,684		678,250
TiVo, Inc. (a) (b)	71,013		508,453
Tyler Technologies, Inc. (a) (b)	23,370		279,973
Ultimate Software Group, Inc. (a) (b)	16,554		241,688
Vasco Data Security International, Inc. (a) (b)	18,296		188,998
Wind River Systems, Inc. (b)	48,121		434,533
			19,713,866
Specialty Retail—2.4%
Aaron Rents, Inc. (Class B) (a)	30,851		821,254
Aeropostale, Inc. (a) (b) (d)	45,515		732,791
America’s Car-Mart, Inc.	7,441		102,760
Asbury Automotive Group, Inc.	21,593		98,680
Bebe Stores, Inc.	26,084		194,847
Big 5 Sporting Goods Corp.	15,464		80,567
Blockbuster, Inc. (a) (b)	121,924		153,624
Brown Shoe Co., Inc. (a)	26,195		221,872
Cabela’s, Inc. (a) (b)	23,327		135,996
Cato Corp.	18,861		284,801
Charlotte Russe Holding, Inc. (b)	14,068		91,301
Charming Shoppes, Inc. (a) (b)	74,119		180,850
Chico’s FAS, Inc. (b)	115,414		482,431
Christopher & Banks Corp. (a)	30,606		171,394
Citi Trends, Inc. (a) (b)	8,551		125,871
Coldwater Creek, Inc. (a) (b)	39,275		111,934
Collective Brands, Inc. (a) (b) (d)	42,687		500,292
DSW, Inc. (Class A) (a) (b)	9,118		113,610
Genesco, Inc. (a) (b)	13,758		232,785
Group 1 Automotive, Inc. (a)	15,023		161,798
Gymboree Corp. (b)	17,775		463,750
Haverty Furniture Cos., Inc. (a)	14,903		139,045
Hibbett Sports, Inc. (a) (b)	18,992		298,364
Hot Topic, Inc. (b)	28,681		265,873
J. Crew Group, Inc. (a) (b)	28,675		349,835
Jo-Ann Stores, Inc. (a) (b)	17,237		267,001
Jos. A. Bank Clothiers, Inc. (a) (b)	12,192		318,821
Lumber Liquidators, Inc.	7,128		75,272
Midas, Inc. (b)	10,186		106,851
Monro Muffler, Inc.	11,587		295,469

Security Description	Shares	Value*
Specialty Retail—(Continued)
Pacific Sunwear of California, Inc. (b)	47,131	$	74,938
Rent-A-Center, Inc. (b)	43,400		766,010
Sally Beauty Holdings, Inc. (a) (b)	63,633		362,072
Sonic Automotive, Inc. (a)	19,007		75,648
Stage Stores, Inc.	24,947		205,813
Systemax, Inc. (a) (b)	7,935		85,460
The Buckle, Inc. (a)	15,325		334,392
The Children’s Place Retail Stores, Inc. (b)	15,373		333,287
The Dress Barn, Inc. (a) (b)	30,389		326,378
The Finish Line, Inc. (Class A) (b)	34,432		192,819
The Men’s Wearhouse, Inc. (a)	33,086		447,984
The Pep Boys-Manny, Moe & Jack (a)	25,683		106,071
The Wet Seal, Inc. (b)	62,348		185,174
Tractor Supply Co. (b)	22,731		821,498
Tween Brands, Inc. (b)	15,747		68,027
Ulta Salon Cosmetics & Fragrance, Inc. (a) (b)	14,415		119,356
Zale Corp. (a) (b)	24,736		82,371
Zumiez, Inc. (a) (b)	13,421		99,986
			12,267,023
Textiles, Apparel & Luxury Goods—1.4%
Carter’s, Inc. (b)	36,774		708,267
Cherokee, Inc. (a)	8,189		142,079
Columbia Sportswear Co. (a)	8,790		310,902
CROCS, Inc. (a) (b)	55,103		68,328
Deckers Outdoor Corp. (b)	8,793		702,297
FGX International Holdings, Ltd. (b)	9,825		134,995
Fossil, Inc. (b)	30,722		513,057
Iconix Brand Group, Inc. (a) (b)	38,141		373,019
K-Swiss, Inc.	21,850		249,090
Lululemon Athletica, Inc. (a) (b)	12,058		95,620
Maidenform Brands, Inc. (b)	14,280		144,942
Movado Group, Inc.	10,013		94,022
Oxford Industries, Inc.	8,566		75,124
Quiksilver, Inc. (b)	82,134		151,127
Skechers U.S.A., Inc. (b)	21,712		278,348
Steven Madden, Ltd. (b)	13,172		280,827
The Warnaco Group, Inc. (b)	30,646		601,581
Timberland Co. (Class A) (b)	34,662		400,346
True Religion Apparel, Inc. (a) (b)	11,524		143,359
Under Armour, Inc. (a) (b)	22,523		536,948
Unifi, Inc.	31,523		88,895
UniFirst Corp.	10,837		321,750
Volcom, Inc. (a) (b)	12,211		133,100
Weyco Group, Inc. (a)	5,240		173,182
Wolverine World Wide, Inc.	33,718		709,427
			7,430,632
Thrifts & Mortgage Finance—1.7%
Abington Bancorp, Inc.	17,608		162,874
Bank Mutual Corp.	32,564		375,789
BankFinancial Corp.	11,879		121,047
Beneficial Mutual Bancorp, Inc. (b)	22,606		254,317
Berkshire Hill Bancorp, Inc.	7,472		230,586
Brookline Bancorp, Inc.	41,732		444,446
Clifton Savings Bancorp, Inc.	7,385		87,586

*See accompanying notes to financial statements.

MSF-19

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Thrifts & Mortgage Finance—(Continued)
Danvers Bancorp, Inc. (b)	12,056	$	161,189
Dime Community Bancshares	17,298		230,063
ESSA Bancorp, Inc. (a)	12,365		174,717
First Financial Holdings, Inc.	6,397		129,475
First Financial Northwest, Inc.	16,499		154,101
First Niagara Financial Group, Inc.	75,988		1,228,726
Flushing Financial Corp.	12,920		154,523
Guaranty Financial Group, Inc. (b)	63,848		166,643
Kearny Financial Corp. (a)	11,434		146,355
Meridian Interstate Bancorp, Inc.	7,545		69,791
NASB Financial, Inc.	2,449		66,123
NewAlliance Bancshares, Inc.	72,912		960,251
Northwest Bancorp, Inc.	11,002		235,223
OceanFirst Financial Corp.	6,649		110,373
Ocwen Financial Corp. (a) (b)	21,044		193,184
Oritani Financial Corp. (a) (b)	9,458		159,367
Provident Financial Services, Inc.	39,436		603,371
Provident New York Bancorp	26,686		330,906
Radian Group, Inc.	54,532		200,678
Rockville Financial, Inc.	6,245		87,243
Roma Financial Corp.	6,169		77,668
The PMI Group, Inc. (a)	57,762		112,636
TrustCo Bank Corp. (a)	50,006		475,557
United Financial Bancorp, Inc.	13,044		197,486
ViewPoint Financial Group	7,611		122,157
Westfield Financial, Inc.	22,291		230,043
WSFS Financial Corp.	4,144		198,871
			8,653,365
Tobacco—0.2%
Alliance One International, Inc. (b)	57,683		169,588
Star Scientific, Inc. (b)	44,110		168,941
Universal Corp.	16,545		494,199
Vector Group, Ltd. (a)	21,791		296,794
			1,129,522
Trading Companies & Distributors—0.6%
Aceto Corp.	18,035		180,530
Aircastle, Ltd.	32,053		153,213
Applied Industrial Technologies, Inc.	29,120		550,950
Beacon Roofing Supply, Inc. (b)	29,180		405,018
DXP Enterprises, Inc. (b)	5,432		79,362
H&E Equipment Services, Inc. (b)	11,032		85,057
Houston Wire & Cable Co. (a)	10,450		97,290
Interline Brands, Inc. (b)	21,799		231,723
Kaman Corp.	17,163		311,165
RSC Holdings, Inc. (a) (b)	31,909		271,865
Rush Enterprises, Inc. (b)	19,917		170,689
TAL International Group, Inc. (a)	8,589		121,105
Watsco, Inc. (a)	15,968		613,171
			3,271,138
Water Utilities—0.3%
American State Water Co.	11,419		376,599
Cadiz, Inc. (a) (b)	7,581		94,838

Security Description	Shares		Value*
Water Utilities—(Continued)
California Water Service Group		12,742	$	591,611
Connecticut Water Service, Inc. (a)		5,731		135,309
Consolidated Water Co., Inc. (a)		8,783		109,788
Middlesex Water Co.		8,945		154,122
SJW Corp. (a)		9,794		293,232
				1,755,499
Wireless Telecommunication Services—0.2%
Centennial Communications Corp.		44,169		356,002
ICO Global Communications Holdings, Ltd. (a) (b)		62,811		70,977
Renasant Corp. (a)		12,711		216,468
Syniverse Holdings, Inc. (b)		34,830		415,870
USA Mobility, Inc. (b)		15,317		177,218
				1,236,535
Total Common Stock (Identified Cost $679,199,484)				487,696,852
Mutual Funds—3.1%
Exchange Traded Funds—3.1%
iShares Russell 2000 Index Fund (a)		322,000		15,864,940
Total Mutual Funds (Identified Cost $15,413,819)				15,864,940
Short Term Investments—20.5%
Security Description	Face Amount/Shares		Value*
Discount Notes—2.9%
Federal Home Loan Bank 0.008%, 03/25/09	$	2,800,000		2,799,484
1.800%, 01/23/09		9,800,000		9,799,940
2.150%, 01/27/09		1,800,000		1,799,844
Federal Home Loan Mortgage Corp. 1.700%, 02/27/09		650,000		649,897
				15,049,165
Mutual Funds—17.6%
State Street Navigator Securities Lending Prime Portfolio (e)		91,501,115		91,501,115
Total Short Term Investments (Identified Cost $106,550,280)				106,550,280
Total Investments—117.5% (Identified Cost $801,163,583) (f)				610,112,072
Liabilities in excess of other assets				(90,747,858	)
Total Net Assets—100%			$	519,364,214

*See accompanying notes to financial statements.

MSF-20

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2008

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $91,394,780 and the collateral received consisted of cash in the amount of $91,501,115 and non-cash collateral with a value of $143,996. The cash collateral is invested in a money market fund managed by an affiliate of the custodian. The non-cash collateral received consists primarily of government securities and bank letters of credit, and are held for the benefit of the Portfolio at the Portfolio’s custodian. The Portfolio cannot repledge or resell this collateral. As such, these are excluded from the Statement of Assets and Liabilities.

(b) Non-Income Producing.

(c) Non-Income Producing; issuer filed under Chapter 11 of the Federal Bankruptcy Code.

(d) All or a portion of the security was pledged as collateral against open futures contracts.

(e) Represents investment of cash collateral received from securities lending transactions.

(f) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $807,360,109 and the composition of unrealized appreciation and depreciation of investment securities was $32,885,825 and $(230,133,862), respectively.

Futures Contracts

Futures Contracts—Long	Expiration Date	Number of Contracts	Contract Amount		Valuation as of 12/31/2008		Net Unrealized Appreciation
Russell 2000 Mini Index Futures	3/20/2009	300	$	13,439,370	$	14,937,000	$	1,497,630

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	595,062,907	$	1,497,630
Level 2 - Other Significant Observable Inputs		15,049,165		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	610,112,072	$	1,497,630

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-21

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	610,112,072
Cash				782,289
Receivable for:
Securities sold				1,906,685
Fund shares sold				791,280
Accrued interest and dividends				761,093
Futures variation margin				429,000
Total Assets				614,782,419
Liabilities
Payable for:
Securities purchased	$	3,175,977
Fund shares redeemed		580,167
Withholding taxes		509
Collateral for securities loaned		91,501,115
Accrued expenses:
Management fees		100,223
Service and distribution fees		23,254
Other expenses		36,960
Total Liabilities				95,418,205
Net Assets			$	519,364,214
Net assets consists of:
Capital paid in			$	738,114,544
Undistributed net investment income				10,984,501
Accumulated net realized losses				(40,180,925	)
Unrealized depreciation on investments and futures contracts				(189,553,906	)
Net Assets			$	519,364,214
Computation of offering price:
Class A
Net asset value and redemption price per share ($389,887,826 divided by 43,848,908 shares outstanding)			$	8.89
Class B
Net asset value and redemption price per share ($103,465,026 divided by 11,838,454 shares outstanding)			$	8.74
Class E
Net asset value and redemption price per share ($26,011,362 divided by 2,939,502 shares outstanding)			$	8.85
(a) Identified cost of investments			$	801,163,583
(b) Includes cash collateral for securities loaned of			$	91,501,115

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	10,057,839	(a)
Interest					3,497,145	(b)
					13,554,984
Expenses
Management fees	$	1,704,284
Service and distribution fees—Class B		330,246
Service and distribution fees—Class E		54,483
Directors’ fees and expenses		31,907
Custodian		102,614
Audit and tax services		36,941
Legal		11,922
Printing		219,735
Insurance		8,208
Miscellaneous		21,446
Total Expenses		2,521,786
Management fee waivers		(47,720	)		2,474,066
Net Investment Income					11,080,918
Realized and Unrealized Loss
Realized loss on:
Investments—net		(30,135,957	)
Futures contracts—net		(10,667,570	)		(40,803,527	)
Change in unrealized appreciation (depreciation) on:
Investments—net		(234,912,215	)
Futures contracts—net		2,351,055			(232,561,160	)
Net loss					(273,364,687	)
Net Decrease in Net Assets From Operations				$	(262,283,769	)

(a) Net of foreign taxes of $2,845.

(b) Includes income on securities loaned of $3,123,015.

See accompanying notes to financial statements.

MSF-22

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	11,080,918		$	9,087,447
Net realized gain (loss)		(40,803,527	)		34,291,840
Unrealized depreciation		(232,561,160	)		(60,599,223	)
Decrease in net assets from operations		(262,283,769	)		(17,219,936	)
From Distributions to Shareholders
Net investment income
Class A		(6,616,777	)		(3,188,576	)
Class B		(1,310,921	)		(1,196,833	)
Class E		(404,790	)		(431,556	)
		(8,332,488	)		(4,816,965	)
Net realized gain
Class A		(25,958,126	)		(26,094,268	)
Class B		(6,741,879	)		(12,971,085	)
Class E		(1,862,644	)		(4,153,294	)
		(34,562,649	)		(43,218,647	)
Total distributions		(42,895,137	)		(48,035,612	)
Increase in net assets from capital share transactions		5,989,223			338,031,175
Net increase (decrease) in net assets		(299,189,683	)		272,775,627
Net Assets
Beginning of the period		818,553,897			545,778,270
End of the period	$	519,364,214		$	818,553,897
Undistributed Net Investment Income
End of the period	$	10,984,501		$	8,346,869

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	9,179,686		$	100,758,210		26,866,189		$	396,007,191
Reinvestments	2,575,091			32,574,903		1,931,586			29,282,844
Redemptions	(11,021,555	)		(124,539,993	)	(6,831,606	)		(103,249,575	)
Net increase	733,222		$	8,793,120		21,966,169		$	322,040,460
Class B
Sales	2,405,560		$	25,749,629		3,050,121		$	45,954,278
Reinvestments	646,811			8,052,800		948,321			14,167,918
Redemptions	(2,757,458	)		(32,025,973	)	(2,751,410	)		(41,002,941	)
Net increase	294,913		$	1,776,456		1,247,032		$	19,119,255
Class E
Sales	347,015		$	3,778,658		479,620		$	7,307,786
Reinvestments	179,955			2,267,434		303,632			4,584,850
Redemptions	(911,021	)		(10,626,445	)	(996,313	)		(15,021,176	)
Net decrease	(384,051	)	$	(4,580,353	)	(213,061	)	$	(3,128,540	)
Increase derived from capital share transactions			$	5,989,223				$	338,031,175

See accompanying notes to financial statements.

MSF-23

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	14.17		$	15.68		$	13.92		$	14.01		$	11.95
Income From Investment Operations
Net investment income		0.20	(a)		0.22	(a)		0.18	(a)		0.14			0.12
Net realized and unrealized gain (loss) of investments		(4.71	)		(0.38	)		2.30			0.40			2.00
Total from investment operations		(4.51	)		(0.16	)		2.48			0.54			2.12
Less Distributions
Distributions from net investment income		(0.16	)		(0.15	)		(0.13	)		(0.11	)		(0.06	)
Distributions from net realized capital gains		(0.61	)		(1.20	)		(0.59	)		(0.52	)		0.00
Total distributions		(0.77	)		(1.35	)		(0.72	)		(0.63	)		(0.06	)
Net Asset Value, End of Period	$	8.89		$	14.17		$	15.68		$	13.92		$	14.01
Total Return (%)		(33.5	)		(1.6	)		18.0			4.5			17.8
Ratio of operating expenses to average net assets (%)		0.31			0.31			0.35			0.35			0.37
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.32			0.32			0.36			0.36			N/A
Ratio of net investment income to average net assets (%)		1.68			1.47			1.21			1.10			0.97
Portfolio turnover rate (%)		33			37			44			39			39
Net assets, end of period (000)	$	389,888		$	610,844		$	331,568		$	266,467		$	254,898

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	13.93		$	15.44		$	13.73		$	13.82		$	11.80
Income From Investment Operations
Net investment income		0.17	(a)		0.18	(a)		0.14	(a)		0.10			0.08
Net realized and unrealized gain (loss) of investments		(4.63	)		(0.38	)		2.25			0.41			1.98
Total from investment operations		(4.46	)		(0.20	)		2.39			0.51			2.06
Less Distributions
Distributions from net investment income		(0.12	)		(0.11	)		(0.09	)		(0.08	)		(0.04	)
Distributions from net realized capital gains		(0.61	)		(1.20	)		(0.59	)		(0.52	)		0.00
Total distributions		(0.73	)		(1.31	)		(0.68	)		(0.60	)		(0.04	)
Net Asset Value, End of Period	$	8.74		$	13.93		$	15.44		$	13.73		$	13.82
Total Return (%)		(33.6	)		(1.8	)		17.6			4.3			17.4
Ratio of operating expenses to average net assets (%)		0.56			0.56			0.60			0.60			0.62
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		0.57			0.57			0.61			0.61			N/A
Ratio of net investment income to average net assets (%)		1.43			1.17			0.97			0.87			0.77
Portfolio turnover rate (%)		33			37			44			39			39
Net assets, end of period (000)	$	103,465		$	160,849		$	159,003		$	108,689		$	76,322

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-24

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Financial Highlights

		Class E
		Year ended December 31,
		2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period		$	14.10		$	15.61		$	13.87		$	13.95		$	11.92
Income From Investment Operations
Net investment income			0.18	(a)		0.19	(a)		0.16	(a)		0.13			0.09
Net realized and unrealized gain (loss) of investments			(4.69	)		(0.37	)		2.28			0.40			1.99
Total from investment operations			(4.51	)		(0.18	)		2.44			0.53			2.08
Less Distributions
Distributions from net investment income			(0.13	)		(0.13	)		(0.11	)		(0.09	)		(0.05	)
Distributions from net realized capital gains			(0.61	)		(1.20	)		(0.59	)		(0.52	)		0.00
	��
Total distributions			(0.74	)		(1.33	)		(0.70	)		(0.61	)		(0.05	)
Net Asset Value, End of Period		$	8.85		$	14.10		$	15.61		$	13.87		$	13.95
Total Return (%)			(33.5	)		(1.7	)		17.7			4.4			17.5
Ratio of operating expenses to average net assets (%)			0.46			0.46			0.50			0.50			0.52
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)			0.47			0.47			0.51			0.51			N/A
Ratio of net investment income to average net assets (%)			1.52			1.27			1.05			0.95			0.82
Portfolio turnover rate (%)			33			37			44			39			39
Net assets, end of period (000)		$	26,011		$	46,861		$	55,208		$	49,489		$	51,061

(a) Per share amount is based on average shares outstanding during the period.

(b) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-25

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Russell 2000 Index Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

MSF-26

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to enhance returns or to hedge against changes in values of securities the Portfolio owns or expects to purchase. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio

MSF-27

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$14,883,578	$	8,404,113	$	28,011,559	$	39,631,499	$	—	$	—	$	42,895,137	$	48,035,612

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$10,988,765	$	15,131,895	$	(197,248,063	)	$	—	$	(171,127,403	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(47,622,906	)

MSF-28

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	222,277,395	$	0	$	244,348,189

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.250% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2008 were $1,704,284.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MLIAC”) with respect to the Portfolio. MetLife Advisers pays MLIAC an investment subadvisory fee for the Portfolio equal to the costs incurred by MLIAC in providing subadvisory services to the Portfolio. Fees earned by MLIAC with respect to the Portfolio for the year ended December 31, 2008 were $156,794.

Management Fee Waivers:

Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2008 to April 30, 2009, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio at the annual rate of 0.007% of average daily net assets. A similar expense agreement was in place for the period May 1, 2007 through April 30, 2008. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares of the Portfolio. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must

MSF-29

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-30

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Russell 2000 Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Russell 2000 Index Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2009

MSF-31

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-32

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-33

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-34

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-35

Metropolitan Series Fund, Inc.

Russell 2000 Index Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-36

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-37

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. T. Rowe Price Large Cap Growth Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Managed by T. Rowe Price Associates, Inc.

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the T. Rowe Price Large Cap Growth Portfolio returned -41.9%, compared to its benchmark, the Standard & Poor’s 500 Index¹, which returned -37.0%. The average return of its peer group, the Lipper Variable Insurance Products² Large-Cap Growth Funds Universe, was -41.7% over the same period.

PORTFOLIO REVIEW

The worsening credit crisis, a slowing global economy, and falling commodity prices led to steep declines over the year in the S&P 500. All sectors posted double-digit negative returns, but the consumer staples and health care sectors held up better than the rest, as demand in these two groups is typically less affected by an economic slowdown. The financials and materials sectors were the biggest losers for the year, each declining by more than 45%. Small-cap stocks held up better than large-caps over the year, while value edged growth in the large-cap universe, according to major market indexes.

Stock selection was the primary reason for underperformance against the index. An underweight to financials was the primary contributor to outperformance against the index. The consumer discretionary, energy, and consumer staples sectors were the leading detractors from relative performance. Underweighting financials, the worst performing sector in the S&P 500 Index, made the largest contribution to outperformance. The Portfolio also benefited from avoiding or limiting losses from large companies that suffered substantial losses from the credit crisis. Some of these firms lost nearly all their market value before they were acquired or taken under federal conservatorship. The Portfolio remains cautious and underweight, with concentrations in the capital markets industry.

Stock selection in consumer discretionary was the leading cause of Portfolio underperformance. The hotels, restaurants, and leisure industry weighed heavily on results. Gaming holdings such as Las Vegas Sands and International Game Technology notably disappointed. In past downturns, gaming stocks have typically held up better than other groups in this sector, but this time the restricted access to capital undercut company development efforts. With consumer belt-tightening, online travel agent Expedia saw a significant drop in business.

Energy was a major source of weakness on stock selection. The Portfolio’s oil services holdings were hard hit, as exploration activity became less attractive in the face of dropping energy prices. Schlumberger declined on leveraging exploration spending, and on economic problems in Russia, where it has significant exposure. Smith International saw sharply decreasing revenues and margins from its major exposure in North America. Underweighting ExxonMobil hurt as the company has outperformed many energy firms. In a period of falling oil prices, the large integrated energy companies generally outperform because they are less leveraged to the price of oil. The Portfolio is still underweight this sector.

Underweighting and stock selection combined for detrimental relative results in consumer staples, which was the best performer in the index. At December 31, 2008, the Portfolio remained underweight to the benchmark, as we felt the recent investor inflows to these stocks had inflated valuations, and we did not see good long-term growth opportunities here.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

A $10,000 INVESTMENT COMPARED TO THE

S&P 500 INDEX

Average Annual Returns as of December 31, 2008

	T. Rowe Price Large Cap Growth Portfolio						S&P 500 Index
	Class A		Class B		Class E
1 Year	-41.9	%	-42.0	%	-41.9	%	-37.0	%
5 Year	-3.3		-3.6		-3.5		-2.2
10 Year	-0.7		—		—		-1.4
Since Inception	—		1.2		-3.0		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 11/9/98, 7/30/02 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Apple, Inc.	3.6%
Gilead Sciences, Inc.	3.5%
Danaher Corp.	3.5%
Amazon.com, Inc.	3.4%
Google, Inc. (Class A)	3.0%
Medco Health Solutions, Inc.	2.8%
Microsoft Corp.	2.5%
Exxon Mobil Corp.	2.2%
Genentech, Inc.	2.2%
QUALCOMM, Inc.	2.1%

Top Sectors

	% of Total Market Value
Information Technology	28.0%
Health Care	25.8%
Consumer Discretionary	9.6%
Consumer Staples	9.3%
Energy	7.4%
Industrials & Business Services	6.4%
Telecommunication Services	4.7%
Cash/Other	3.5%
Financials	2.9%
Materials	2.4%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
T. Rowe Price Large Cap Growth—Class A(a)	Actual	0.64	%	$	1,000.00	$	638.67	$	2.64
	Hypothetical	0.64	%	$	1,000.00	$	1,021.88	$	3.25
T. Rowe Price Large Cap Growth—Class B(a)	Actual	0.89	%	$	1,000.00	$	638.55	$	3.67
	Hypothetical	0.89	%	$	1,000.00	$	1,020.61	$	4.52
T. Rowe Price Large Cap Growth—Class E(a)	Actual	0.79	%	$	1,000.00	$	638.36	$	3.25
	Hypothetical	0.79	%	$	1,000.00	$	1,021.12	$	4.01

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—96.6% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—0.2%
General Dynamics Corp.	19,900	$	1,146,041
Air Freight & Logistics—1.7%
Expeditors International of Washington, Inc.	161,600		5,376,432
United Parcel Service, Inc. (Class B) (a)	69,000		3,806,040
			9,182,472
Beverages—2.8%
PepsiCo, Inc.	185,500		10,159,835
The Coca-Cola Co.	98,000		4,436,460
			14,596,295
Biotechnology—7.0%
Amgen, Inc. (b)	56,400		3,257,100
Celgene Corp. (b)	64,300		3,554,504
Genentech, Inc. (b)	139,800		11,590,818
Gilead Sciences, Inc. (a) (b)	360,100		18,415,514
			36,817,936
Capital Markets—2.4%
BlackRock, Inc. (a)	16,900		2,267,135
Franklin Resources, Inc.	42,500		2,710,650
Northern Trust Corp.	40,800		2,127,312
State Street Corp.	56,500		2,222,145
The Goldman Sachs Group, Inc.	37,200		3,139,308
			12,466,550
Chemicals—1.8%
Monsanto Co.	36,700		2,581,845
Praxair, Inc.	116,900		6,939,184
			9,521,029
Communications Equipment—5.1%
Cisco Systems, Inc. (b)	460,400		7,504,520
Juniper Networks, Inc. (b)	210,200		3,680,602
QUALCOMM, Inc.	309,100		11,075,053
Research In Motion, Ltd. (b)	114,900		4,662,642
			26,922,817
Computers & Peripherals—4.3%
Apple, Inc. (a) (b)	219,500		18,734,325
Dell, Inc. (b)	194,700		1,993,728
EMC Corp. (b)	189,000		1,978,830
			22,706,883
Diversified Financial Services—0.5%
Moody’s Corp.	125,847		2,528,266
Electronic Equipment, Instruments & Components—0.7%
Dolby Laboratories, Inc. (Class A) (a) (b)	118,300		3,875,508
Energy Equipment & Services—3.0%
Baker Hughes, Inc.	14,700		471,429
Cameron International Corp. (a) (b)	96,000		1,968,000

Security Description	Shares	Value*
Energy Equipment & Services—(Continued)
Schlumberger, Ltd.	245,900	$	10,408,947
Smith International, Inc.	129,400		2,961,966
			15,810,342
Food & Staples Retailing—2.8%
Costco Wholesale Corp.	126,400		6,636,000
CVS Caremark Corp.	179,590		5,161,417
SYSCO Corp.	130,500		2,993,670
			14,791,087
Food Products—2.1%
Groupe Danone (EUR)	87,885		5,304,296
Nestle S.A. (CHF)	147,260		5,803,896
			11,108,192
Health Care Equipment & Supplies—7.2%
Alcon, Inc.	39,800		3,549,762
Baxter International, Inc.	72,000		3,858,480
Becton, Dickinson & Co.	80,700		5,519,073
Covidien, Ltd.	143,350		5,195,004
Dentsply International, Inc.	70,800		1,999,392
Intuitive Surgical, Inc. (a) (b)	10,100		1,282,599
Medtronic, Inc.	289,100		9,083,522
St. Jude Medical, Inc. (b)	111,600		3,678,336
Stryker Corp.	91,100		3,639,445
			37,805,613
Health Care Providers & Services—7.7%
Aetna, Inc.	178,900		5,098,650
Express Scripts, Inc. (b)	123,300		6,779,034
Humana, Inc. (b)	32,100		1,196,688
McKesson Corp.	88,100		3,412,113
Medco Health Solutions, Inc. (b)	352,100		14,756,511
WellPoint, Inc. (b)	225,400		9,496,102
			40,739,098
Hotels, Restaurants & Leisure—1.5%
Wynn Resorts, Ltd. (a) (b)	7,500		316,950
Yum! Brands, Inc.	237,700		7,487,550
			7,804,500
Household Products—1.7%
Procter & Gamble Co.	140,305		8,673,655
Internet & Catalog Retail—4.1%
Amazon.com, Inc. (a) (b)	346,800		17,783,904
Expedia, Inc. (b)	200,645		1,653,315
priceline.com, Inc. (a) (b)	28,400		2,091,660
			21,528,879
Internet Software & Services—4.7%
Google, Inc. (Class A) (b)	51,500		15,843,975
Tencent Holdings, Ltd. (HKD)	432,800		2,817,631

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Internet Software & Services—(Continued)
VeriSign, Inc. (a) (b)	308,300	$	5,882,364
			24,543,970
IT Services—5.1%
Accenture, Ltd. (Class A)	285,800		9,371,382
Automatic Data Processing, Inc.	190,900		7,510,006
Fiserv, Inc. (b)	94,400		3,433,328
MasterCard, Inc. (a)	1,900		271,567
Redecard S.A. (BRL)	92,400		1,030,252
The Western Union Co.	356,400		5,110,776
Visa, Inc. (a)	4,600		241,270
			26,968,581
Machinery—4.2%
Danaher Corp. (a)	324,700		18,381,267
Deere & Co.	103,000		3,946,960
			22,328,227
Media—2.7%
Shaw Communications, Inc.	246,100		4,351,048
The McGraw-Hill Cos., Inc.	430,500		9,983,295
			14,334,343
Metals & Mining—0.6%
BHP Billiton, Ltd. (AUD)	149,400		3,146,561
Oil, Gas & Consumable Fuels—4.4%
Chevron Corp.	47,000		3,476,590
EOG Resources, Inc.	59,200		3,941,536
Exxon Mobil Corp.	146,416		11,688,389
Petroleo Brasileiro S.A. (ADR)	201,600		4,114,656
			23,221,171
Pharmaceuticals—3.9%
Allergan, Inc.	161,800		6,523,776
Elan Corp., Plc. (ADR) (a) (b)	238,400		1,430,400
Novo Nordisk A/S (DKK)	36,800		1,872,729
Teva Pharmaceutical Industries, Ltd. (ADR) (a)	58,600		2,494,602
Wyeth	216,600		8,124,666
			20,446,173
Road & Rail—0.2%
Union Pacific Corp. (a)	24,800		1,185,440
Semiconductors & Semiconductor Equipment—1.4%
Broadcom Corp. (b)	73,900		1,254,083
Intel Corp. (a)	178,900		2,622,674
Marvell Technology Group, Ltd. (b)	560,400		3,737,868
			7,614,625
Software—6.7%
Adobe Systems, Inc. (b)	89,100		1,896,939
Autodesk, Inc. (a) (b)	234,900		4,615,785
Electronic Arts, Inc. (b)	100,205		1,607,288

Security Description	Shares	Value*
Software—(Continued)
McAfee, Inc. (b)	118,500	$	4,096,545
Microsoft Corp.	666,900		12,964,536
Nintendo Co., Ltd. (JPY)	16,300		6,262,377
Salesforce.com, Inc. (a) (b)	119,800		3,834,798
			35,278,268
Specialty Retail—0.5%
The TJX Cos., Inc.	123,600		2,542,452
Textiles, Apparel & Luxury Goods—0.9%
Nike, Inc. (a)	88,900		4,533,900
Wireless Telecommunication Services—4.7%
American Tower Corp. (Class A) (a) (b)	303,800		8,907,416
Crown Castle International Corp. (a) (b)	453,700		7,976,046
Leap Wireless International, Inc. (a) (b)	103,300		2,777,737
MetroPCS Communications, Inc. (a) (b)	340,200		5,051,970
			24,713,169
Total Common Stock (Identified Cost $682,378,028)			508,882,043
Short Term Investments—11.1%
Mutual Funds—11.1%
State Street Navigator Securities Lending Prime Portfolio (c)	42,501,379		42,501,379
T. Rowe Price Reserve Investment Fund (d)	15,889,578		15,889,578
Total Short Term Investments (Identified Cost $58,390,957)			58,390,957
Total Investments—107.7% (Identified Cost $740,768,985) (e)			567,273,000
Liabilities in excess of other assets			(40,339,415	)
Total Net Assets—100%		$	526,933,585

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $42,438,046 and the collateral received consisted of cash in the amount of $42,501,379. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) Affiliated issuer. See below.

(e) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $746,087,940 and the composition of unrealized appreciation and depreciation of investment securities was $7,029,305 and $(185,844,245), respectively.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

(AUD)— Australian Dollar

(BRL)— Brazilian Real

(CHF)— Swiss Franc

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

(DKK)— Danish Krone

(EUR)— Euro

(HKD)— Hong Kong Dollar

(JPY)— Japanese Yen

Affiliated Issuer

Security Description	Number of Shares Held at 12/31/2007	Shares Purchased Since 12/31/2007	Shares Sold Since 12/31/2007		Number of Shares Held at 12/31/2008	Realized Gain/Loss on Shares Sold		Income for Year Ended 12/31/2008
T. Rowe Price Reserve Investment Fund	25,468,225	210,980,818	(220,559,465	)	15,889,578	$	0	$	435,806

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	541,035,258	$	0
Level 2 - Other Significant Observable Inputs		26,237,742		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	567,273,000	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	567,273,000
Foreign cash at value (c)				1,954,474
Receivable for:
Securities sold				191,054
Fund shares sold				328,771
Accrued interest and dividends				723,455
Foreign taxes				85,662
Total Assets				570,556,416
Liabilities
Payable for:
Securities purchased	$	558,388
Fund shares redeemed		226,311
Withholding taxes		185
Collateral for securities loaned		42,501,379
Accrued expenses:
Management fees		255,436
Service and distribution fees		35,098
Other expenses		46,034
Total Liabilities				43,622,831
Net Assets			$	526,933,585
Net assets consists of:
Capital paid in			$	788,679,216
Undistributed net investment income				3,209,107
Accumulated net realized losses				(91,472,168	)
Unrealized depreciation on investments and foreign currency				(173,482,570	)
Net Assets			$	526,933,585
Computation of offering price:
Class A
Net asset value and redemption price per share ($349,388,135 divided by 38,593,299 shares outstanding)			$	9.05
Class B
Net asset value and redemption price per share ($161,931,582 divided by 17,973,328 shares outstanding)			$	9.01
Class E
Net asset value and redemption price per share ($15,613,868 divided by 1,730,796 shares outstanding)			$	9.02
(a) Identified cost of investments			$	740,768,985
(b) Includes cash collateral for securities loaned of			$	42,501,379
(c) Identified cost of foreign cash			$	1,937,450

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	8,291,291	(a)
Interest					316,577	(b)
Interest from affiliates					435,806
					9,043,674
Expenses
Management fees	$	4,368,011
Service and distribution fees—Class B		588,932
Service and distribution fees—Class E		35,905
Directors’ fees and expenses		31,907
Custodian		170,989
Audit and tax services		36,941
Legal		12,435
Printing		158,058
Insurance		9,675
Miscellaneous		22,597
Total expenses		5,435,450
Expense reductions		(20,427	)
Management fee waivers		(122,613	)		5,292,410
Net Investment Income					3,751,264
Realized and Unrealized Loss
Realized gain (loss) on:
Investments—net		(87,059,396	)
Futures contracts—net		500,922
Foreign currency transactions—net		(380,247	)		(86,938,721	)
Change in unrealized appreciation (depreciation) on:
Investments—net		(277,657,644	)
Foreign currency transactions—net		5,269			(277,652,375	)
Net loss					(364,591,096	)
Net Decrease in Net Assets From Operations				$	(360,839,832	)

(a) Net of foreign taxes of $254,524.

(b) Includes income on securities loaned of $314,902.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	3,751,264		$	4,267,220
Net realized gain (loss)		(86,938,721	)		40,192,023
Unrealized appreciation (depreciation)		(277,652,375	)		21,456,162
Increase (decrease) in net assets from operations		(360,839,832	)		65,915,405
From Distributions to Shareholders
Net investment income
Class A		(2,889,397	)		(2,029,262	)
Class B		(698,154	)		(535,551	)
Class E		(102,304	)		(92,499	)
		(3,689,855	)		(2,657,312	)
Net realized gain
Class A		(27,629,858	)		(4,030,340	)
Class B		(13,352,198	)		(2,470,445	)
Class E		(1,397,544	)		(275,570	)
		(42,379,600	)		(6,776,355	)
Total distributions		(46,069,455	)		(9,433,667	)
Increase in net assets from capital share transactions		57,214,320			136,440,858
Net increase (decrease) in net assets		(349,694,967	)		192,922,596
Net Assets
Beginning of the period		876,628,552			683,705,956
End of the period	$	526,933,585		$	876,628,552
Undistributed Net Investment Income
End of the period	$	3,209,107		$	3,618,628

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	10,609,211		$	132,411,115		18,615,964		$	299,429,944
Reinvestments	2,104,776			30,519,255		381,587			6,059,602
Redemptions	(7,651,482	)		(106,168,770	)	(8,709,171	)		(140,654,691	)
Net increase	5,062,505		$	56,761,600		10,288,380		$	164,834,855
Class B
Sales	3,550,685		$	45,815,236		4,092,071		$	65,765,107
Reinvestments	972,343			14,050,352		189,773			3,005,996
Redemptions	(4,357,772	)		(56,349,953	)	(6,126,259	)		(96,631,962	)
Net increase (decrease)	165,256		$	3,515,635		(1,844,415	)	$	(27,860,859	)
Class E
Sales	457,373		$	5,923,875		620,754		$	10,039,787
Reinvestments	103,724			1,499,848		23,222			368,069
Redemptions	(788,254	)		(10,486,638	)	(679,344	)		(10,940,994	)
Net decrease	(227,157	)	$	(3,062,915	)	(35,368	)	$	(533,138	)
Increase derived from capital share transactions			$	57,214,320				$	136,440,858

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	16.48		$	15.27		$	13.53		$	12.77		$	11.64
Income From Investment Operations
Net investment income		0.08	(a)		0.10	(a)		0.09	(a)		0.05			0.08
Net realized and unrealized gain (loss) of investments		(6.66	)		1.32			1.70			0.78			1.07
Total from investment operations		(6.58	)		1.42			1.79			0.83			1.15
Less Distributions
Distributions from net investment income		(0.08	)		(0.07	)		(0.05	)		(0.07	)		(0.02	)
Distributions from net realized capital gains		(0.77	)		(0.14	)		0.00			0.00			0.00
Total distributions		(0.85	)		(0.21	)		(0.05	)		(0.07	)		(0.02	)
Net Asset Value, End of Period	$	9.05		$	16.48		$	15.27		$	13.53		$	12.77
Total Return (%)		(41.9	)		9.4			13.2			6.6			9.9
Ratio of operating expenses to average net assets before expense reductions (%)		0.65			0.66			0.68			0.71			0.74
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.64			0.65			0.68			0.70			0.73
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.67			0.67			0.70			N/A			N/A
Ratio of net investment income to average net assets (%)		0.61			0.64			0.65			0.44			0.68
Portfolio turnover rate (%)		59			61			55			35			37
Net assets, end of period (000)	$	349,388		$	552,460		$	354,798		$	235,513		$	198,913

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	16.40		$	15.19		$	13.47		$	12.72		$	11.60
Income From Investment Operations
Net investment income		0.05	(a)		0.06	(a)		0.05	(a)		0.01			0.05
Net realized and unrealized gain (loss) of investments		(6.63	)		1.32			1.68			0.79			1.08
Total from investment operations		(6.58	)		1.38			1.73			0.80			1.13
Less Distributions
Distributions from net investment income		(0.04	)		(0.03	)		(0.01	)		(0.05	)		(0.01	)
Distributions from net realized capital gains		(0.77	)		(0.14	)		0.00			0.00			0.00
Total distributions		(0.81	)		(0.17	)		(0.01	)		(0.05	)		(0.01	)
Net Asset Value, End of Period	$	9.01		$	16.40		$	15.19		$	13.47		$	12.72
Total Return (%)		(42.0	)		9.2			12.9			6.3			9.7
Ratio of operating expenses to average net assets before expense reductions (%)		0.90			0.91			0.93			0.96			0.99
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.89			0.90			0.93			0.95			0.98
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.92			0.92			0.95			N/A			N/A
Ratio of net investment income to average net assets (%)		0.35			0.39			0.34			0.20			0.93
Portfolio turnover rate (%)		59			61			55			35			37
Net assets, end of period (000)	$	161,932		$	292,019		$	298,582		$	106,181		$	48,955

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	16.42		$	15.21		$	13.49		$	12.73		$	11.61
Income From Investment Operations
Net investment income		0.06	(a)		0.08	(a)		0.07	(a)		0.04			0.06
Net realized and unrealized gain (loss) of investments		(6.63	)		1.32			1.68			0.77			1.08
Total from investment operations		(6.57	)		1.40			1.75			0.81			1.14
Less Distributions
Distributions from net investment income		(0.06	)		(0.05	)		(0.03	)		(0.05	)		(0.02	)
Distributions from net realized capital gains		(0.77	)		(0.14	)		0.00			0.00			0.00
Total distributions		(0.83	)		(0.19	)		(0.03	)		(0.05	)		(0.02	)
Net Asset Value, End of Period	$	9.02		$	16.42		$	15.21		$	13.49		$	12.73
Total Return (%)		(41.9	)		9.3			13.0			6.4			9.8
Ratio of operating expenses to average net assets before expense reductions (%)		0.80			0.81			0.83			0.86			0.89
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.79			0.80			0.83			0.85			0.88
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.82			0.82			0.85			N/A			N/A
Ratio of net investment income to average net assets (%)		0.45			0.50			0.51			0.29			0.56
Portfolio turnover rate (%)		59			61			55			35			37
Net assets, end of period (000)	$	15,614		$	32,149		$	30,325		$	28,968		$	27,341

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The T. Rowe Price Large Cap Growth Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

MSF-12

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

MSF-13

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income

MSF-14

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had $40,338,334 in capital loss carryforwards expiring on December 31, 2016.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	12,048,296	$	2,657,312	$	34,021,159	$	6,776,355	$	—	$	—	$	46,069,455	$	9,433,667

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	3,209,108	$	—	$	(178,801,525	)	$	(40,338,334	)	$	(215,930,751	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(45,814,880	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	442,742,948	$	0	$	422,153,153

MSF-15

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$4,368,011	0.650%	Of the first $50 million
	0.600%	On amounts in excess of $50 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. T. Rowe Price Associates, Inc. (“T. Rowe Price”) is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers:

Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2008 to April 30, 2009, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio at the annual rate of 0.015% of the first $50 million of the Portfolio’s average daily net assets. A similar agreement was in place for the period May 1, 2007 through April 30, 2008. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations.

Effective February 17, 2005, T. Rowe Price agreed to a voluntary subadvisory fee waiver that applies if (i) assets under management by T. Rowe Price for the Fund and Met Investor Series Trust (“MIST”), in the aggregate, exceed $750,000,000, (ii) T. Rowe Price subadvises three or more portfolios of the Fund and MIST in the aggregate, and (iii) at least one of those portfolios is a large cap domestic equity portfolio.

If the aforementioned conditions are met, T. Rowe Price will waive its subadvisory fee paid by MetLife Advisers by 5% for combined Fund and MIST average daily net assets over $750,000,000, 7.5% for the next $1,500,000,000 of combined assets, and 10% for amounts over $3,000,000,000. Any amounts waived pursuant to this subadvisory fee waiver will be allocated with respect to the Fund and MIST portfolios in proportion to such portfolios’ net assets. MetLife Advisers has voluntarily agreed to reduce its advisory fee for T. Rowe Price Large Cap Growth and T. Rowe Price Small Cap Growth by the amount waived (if any) by T. Rowe Price for the relevant Portfolio(s) pursuant to this voluntary subadvisory fee waiver. Because these fee waivers are voluntary, and not contractual, they may be discontinued by T. Rowe Price and MetLife Advisers at any time. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations of the respective Portfolios.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must

MSF-16

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-17

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the T. Rowe Price Large Cap Growth Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the T. Rowe Price Large Cap Growth Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2009

MSF-18

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-19

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-20

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-21

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-22

Metropolitan Series Fund, Inc.

T. Rowe Price Large Cap Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-23

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-24

Simplify your life…

with MetLife eDeliverys^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. T. Rowe Price Small Cap Growth Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Managed by T. Rowe Price Associates, Inc.

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the T. Rowe Price Small Cap Growth Portfolio returned -36.2%, compared to its benchmark, the Morgan Stanley Capital International (MSCI) U.S. Small Cap Growth Index¹ , which returned -40.1%. The average return of its peer group, the Lipper Variable Insurance Products² Small-Cap Growth Funds Universe, was -41.1% over the same period.

PORTFOLIO REVIEW

U.S. stocks had sharply negative returns as a result of ongoing turmoil in the financial sector and the severe economic downturn. As measured by various Russell indexes, large-cap stocks held up better than those of small- and mid-sized companies. Within the small-cap universe, value stocks held up better than growth. Within the small-cap growth benchmark, no sector had positive returns for the year. Defensive-oriented health care and consumer staples shares held up best, while telecommunications, energy, and utilities sectors all lost more than half their value.

It was security selection decisions that made information technology shares the leading contributors to relative return, followed by holdings in the consumer discretionary and financials segments. However, not all of our stock selection decisions worked as well, as the Portfolio’s industrials stake underperformed the index.

The key contribution to relative return came from stock picks in the information technology sector. A leading contributor in this sector was NCI Inc., which provides technology services to government agencies. The company is relatively insulated from the economic downturn and continues to win work orders and contracts. Positioning in the communication equipment industry also contributed, as it helped to avoid a number of poor performers. Stock picks in the electronic equipment segment also helped, behind a stake in military contractor FLIR Systems.

Consumer discretionary shares were other key sources of strength. Here it helped to avoid the hard-hit media segment, which suffered from declining advertising revenues. The Portfolio also benefited from holdings in continuing-education companies ITT Educational Services and DeVry, which saw enrollments increase as workers sought additional skills and qualifications. Workplace child-care provider Bright Horizons Family Solutions contributed after being acquired at a premium.

Stock picks in the financials segment also aided relative results, with the Portfolio continuing to benefit from positioning among insurance companies. These companies were somewhat insulated from the credit crisis in the sense that they don’t face the risk of “run on the bank” as do many of the hardest hit companies in the sector. The leading contributor was Philadelphia Consolidated, which was acquired at a premium. Property and casualty firm HCC Insurance Holdings used its relatively healthy financial position to acquire two smaller competitors. In the capital market industry, boutique M&A advisory firm Greenhill performed well on strength in its high-margin business despite difficulties in the broader economy.

Industrials and business services shares were the leading detractors from relative return, largely due to stock picks in the machinery industry. The leading detractor in this segment was Bucyrus International, which makes mining equipment. The company saw demand for its products fall along with commodity prices and the outlook for growth. In addition, business support systems provider Advisory Board struggled throughout the period. This was primarily due to a slowdown in expected revenue growth.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Morgan Stanley Capital International (MSCI) U.S. Small Cap Growth Index represents the growth companies of the MSCI U.S. Small Cap 1750 Index. (The MSCI U.S. Small Cap 1750 Index represents the universe of small capitalization companies in the U.S. equity market).

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

MSF-2

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

A $10,000 INVESTMENT COMPARED TO THE

MSCI U.S. SMALL CAP GROWTH INDEX

Average Annual Returns as of December 31, 2008

	T. Rowe Price Small Cap Growth Portfolio						MSCI U.S. Small Cap Growth Index
	Class A		Class B		Class E
1 Year	-36.2	%	-36.3	%	-36.3	%	-40.1	%
5 Year	-2.1		-2.3		-2.3		-1.5
10 Year	-0.2		—		—		2.4
Since Inception	—		3.4		-1.6		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 3/3/97, 7/30/02 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
FLIR Systems, Inc.	1.2%
ITT Educational Services, Inc.	1.1%
NCI, Inc.	1.1%
DeVry, Inc.	1.0%
Actuant Corp.	1.0%
Stericycle, Inc.	0.9%
Waste Connections, Inc.	0.9%
Comstock Resources, Inc.	0.9%
Greenhill & Co., Inc.	0.8%
Church & Dwight Co., Inc.	0.8%

Top Sectors

	% of Total Market Value
Information Technology	24.7%
Health Care	20.3%
Industrials & Business Services	19.0%
Consumer Discretionary	14.1%
Financials	6.8%
Energy	6.2%
Consumer Staples	3.5%
Materials	2.7%
Telecommunication Services	1.4%
Cash/Other	1.3%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
T. Rowe Price Small Cap Growth—Class A(a)	Actual	0.58	%	$	1,000.00	$	664.95	$	2.43
	Hypothetical	0.58	%	$	1,000.00	$	1,022.19	$	2.95
T. Rowe Price Small Cap Growth—Class B(a)	Actual	0.83	%	$	1,000.00	$	663.90	$	3.47
	Hypothetical	0.83	%	$	1,000.00	$	1,020.91	$	4.22
T. Rowe Price Small Cap Growth—Class E(a)	Actual	0.73	%	$	1,000.00	$	664.92	$	3.06
	Hypothetical	0.73	%	$	1,000.00	$	1,021.42	$	3.71

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 to the Financial Statements.

MSF-4

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—98.9% of Total Net Assets

Security Description	Shares	Value*
Aerospace & Defense—2.4%
Alliant Techsystems, Inc. (a) (b)	29,300	$	2,512,768
Ceradyne, Inc. (a) (b)	35,100		712,881
Esterline Technologies Corp. (b)	22,000		833,580
Heico Corp. (Class A)	17,100		495,216
Teledyne Technologies, Inc. (b)	51,900		2,312,145
TransDigm Group, Inc. (a) (b)	23,700		795,609
			7,662,199
Air Freight & Logistics—1.3%
HUB Group, Inc. (Class A) (b)	71,700		1,902,201
UTi Worldwide, Inc.	148,600		2,130,924
			4,033,125
Airlines—0.2%
Skywest, Inc.	30,400		565,440
Auto Components—0.3%
Drew Industries, Inc. (a) (b)	27,600		331,200
Gentex Corp. (a)	54,800		483,884
			815,084
Beverages—0.3%
The Boston Beer Co., Inc. (a) (b)	34,787		987,951
Biotechnology—5.8%
Acorda Therapeutics, Inc. (a) (b)	23,500		481,985
Alexion Pharmaceuticals, Inc. (a) (b)	60,300		2,182,257
Alkermes, Inc. (b)	71,400		760,410
Allos Therapeutics, Inc. (b)	37,300		228,276
Alnylam Pharmaceuticals, Inc. (a) (b)	11,700		289,341
Amylin Pharmaceuticals, Inc. (a) (b)	28,800		312,480
Array Biopharma, Inc. (a) (b)	21,400		86,670
BioMarin Pharmaceutical, Inc. (a) (b)	77,100		1,372,380
Cepheid (a) (b)	36,600		379,908
Cougar Biotechnology, Inc. (a) (b)	12,800		332,800
Cubist Pharmaceuticals, Inc. (a) (b)	38,400		927,744
Facet Biotech Corp. (a)	14,280		136,945
Human Genome Sciences, Inc. (a) (b)	70,000		148,400
Idenix Pharmaceuticals, Inc. (b)	16,400		94,956
Incyte Corp. (a) (b)	225,000		852,750
Isis Pharmaceuticals, Inc. (a) (b)	14,900		211,282
Lexicon Pharmaceuticals, Inc. (a) (b)	80,900		113,260
Martek Biosciences Corp. (a) (b)	21,200		642,572
Medarex, Inc. (a) (b)	68,100		379,998
Momenta Pharmaceuticals, Inc. (a) (b)	11,300		131,080
Myriad Genetics, Inc. (b)	30,600		2,027,556
Onyx Pharmaceuticals, Inc. (a) (b)	35,900		1,226,344
OSI Pharmaceuticals, Inc. (a) (b)	37,200		1,452,660
PDL BioPharma, Inc. (a) (b)	71,400		441,252
Pharmasset, Inc. (b)	18,100		237,291
Regeneron Pharmaceuticals, Inc. (a) (b)	55,900		1,026,324
Seattle Genetics, Inc. (a) (b)	40,500		362,070
Senomyx, Inc. (a) (b)	69,600		194,184
Theravance, Inc. (a) (b)	29,800		369,222
United Therapeutics Corp. (a) (b)	15,800		988,290
			18,390,687

Security Description	Shares	Value*
Capital Markets—1.8%
Affiliated Managers Group, Inc. (b)	22,049	$	924,294
Cohen & Steers, Inc. (a)	13,100		143,969
GFI Group, Inc.	50,500		178,770
Greenhill & Co., Inc. (a)	38,200		2,665,214
Knight Capital Group, Inc. (b)	20,300		327,845
optionsXpress Holdings, Inc. (a)	38,700		517,032
Penson Worldwide, Inc. (b)	22,200		169,164
RiskMetrics Group, Inc. (b)	24,600		366,294
Stifel Financial Corp. (b)	11,700		536,445
			5,829,027
Chemicals—1.4%
Airgas, Inc.	45,000		1,754,550
Koppers Holdings, Inc.	40,100		866,962
Nalco Holding Co.	89,700		1,035,138
The Scotts Miracle-Gro Co.	31,200		927,264
			4,583,914
Commercial & Professional Services—3.3%
American Ecology Corp.	27,300		552,279
Clean Harbors, Inc. (b)	21,600		1,370,304
Copart, Inc. (b)	37,200		1,011,468
Rollins, Inc.	43,000		777,440
Stericycle, Inc. (b)	58,100		3,025,848
The Brink’s Co.	34,300		921,984
Waste Connections, Inc. (b)	93,000		2,936,010
			10,595,333
Commercial Banks—1.7%
Bank of the Ozarks, Inc.	13,000		385,320
Glacier Bancorp, Inc.	46,300		880,626
Home Bancshares, Inc.	13,500		363,825
Pinnacle Financial Partners, Inc. (b)	40,100		1,195,381
Signature Bank (b)	38,800		1,113,172
SVB Financial Group (b)	31,000		813,130
Texas Capital Bancshares, Inc. (b)	51,400		686,704
			5,438,158
Communications Equipment—2.8%
Adtran, Inc.	59,700		888,336
Avocent Corp. (a) (b)	31,625		566,404
Blue Coat Systems, Inc. (a) (b)	60,700		509,880
CommScope, Inc. (b)	56,900		884,226
Comtech Telecommunications Corp. (a) (b)	52,000		2,382,640
Emulex Corp. (b)	42,800		298,744
F5 Networks, Inc. (a) (b)	94,500		2,160,270
Plantronics, Inc. (a)	38,200		504,240
Polycom, Inc. (b)	57,493		776,730
			8,971,470
Computers & Peripherals—0.2%
Intermec, Inc. (a) (b)	25,700		341,296
Palm, Inc. (a) (b)	113,400		348,138
			689,434

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Construction & Engineering—0.6%
Dycom Industries, Inc. (b)	27,000	$	221,940
Perini Corp. (a) (b)	16,700		390,446
Quanta Services, Inc. (b)	65,724		1,301,335
			1,913,721
Consumer Finance—0.1%
World Acceptance Corp. (a) (b)	17,200		339,872
Containers & Packaging—0.6%
Crown Holdings, Inc. (b)	66,500		1,276,800
Greif, Inc.	17,500		585,025
			1,861,825
Distributors—0.3%
LKQ Corp. (a) (b)	87,900		1,024,914
Diversified Consumer Services—3.6%
American Public Education, Inc. (b)	15,300		569,007
Brink’s Home Security Holdings, Inc. (b)	34,300		751,856
Capella Education Co. (a) (b)	22,500		1,322,100
DeVry, Inc.	57,500		3,301,075
ITT Educational Services, Inc. (a) (b)	38,400		3,647,232
Matthews International Corp.	34,800		1,276,464
Steiner Leisure, Ltd. (b)	23,400		690,768
			11,558,502
Diversified Financial Services—0.6%
Interactive Brokers Group, Inc. (b)	46,300		828,307
MSCI, Inc. (b)	66,500		1,181,040
			2,009,347
Diversified Telecommunication Services—0.4%
Cbeyond, Inc. (a) (b)	31,900		509,762
tw telecom, inc. (a) (b)	77,600		657,272
			1,167,034
Electrical Equipment—1.8%
Acuity Brands, Inc. (a)	56,900		1,986,379
Ametek, Inc.	59,000		1,782,390
II-VI, Inc. (b)	64,600		1,233,214
Thomas & Betts Corp. (b)	34,200		821,484
			5,823,467
Electronic Equipment, Instruments & Components—3.9%
CyberOptics Corp. (a) (b)	103,937		540,473
Dolby Laboratories, Inc. (Class A) (a) (b)	58,600		1,919,736
DTS, Inc. (a) (b)	10,900		200,015
FLIR Systems, Inc. (a) (b)	121,500		3,727,620
Itron, Inc. (a) (b)	26,800		1,708,232
Mettler Toledo International, Inc. (b)	38,700		2,608,380
Rofin-Sinar Technologies, Inc. (a) (b)	36,600		753,228
Trimble Navigation, Ltd. (b)	30,900		667,749
TTM Technologies, Inc. (a) (b)	77,100		401,691
			12,527,124

Security Description	Shares	Value*
Energy Equipment & Services—3.5%
Atwood Oceanics, Inc. (b)	44,400	$	678,432
Complete Production Services, Inc. (b)	103,600		844,340
Core Laboratories NV (a)	28,200		1,688,052
Dawson Geophysical Co. (a) (b)	15,500		276,055
Dresser-Rand Group, Inc. (b)	62,100		1,071,225
Gulf Island Fabrication, Inc.	15,900		229,119
Helmerich & Payne, Inc.	18,100		411,775
IHS, Inc. (b)	25,400		950,468
ION Geophysical Corp. (a) (b)	104,300		357,749
Oceaneering International, Inc. (b)	38,200		1,113,148
Oil States International, Inc. (b)	69,400		1,297,086
Superior Energy Services, Inc. (b)	77,900		1,240,947
Tetra Technologies, Inc. (b)	98,700		479,682
Unit Corp. (b)	13,500		360,720
			10,998,798
Food Products—0.6%
Flowers Foods, Inc. (a)	63,700		1,551,732
Ralcorp Holdings, Inc. (b)	6,200		362,080
			1,913,812
Health Care Equipment & Supplies—4.4%
American Medical Systems Holdings, Inc. (a) (b)	47,600		427,924
ArthroCare Corp. (a) (b)	33,300		158,841
Edwards Lifesciences Corp. (b)	35,500		1,950,725
Gen-Probe, Inc. (b)	51,500		2,206,260
IDEXX Laboratories, Inc. (a) (b)	44,800		1,616,384
Immucor, Inc. (b)	81,950		2,178,231
Integra LifeSciences Holdings Corp. (a) (b)	12,800		455,296
Meridian Bioscience, Inc. (a)	96,400		2,455,308
ResMed, Inc. (b)	38,400		1,439,232
Stereotaxis, Inc. (a) (b)	34,100		150,040
STERIS Corp.	44,600		1,065,494
			14,103,735
Health Care Providers & Services—5.4%
Alliance Imaging, Inc. (b)	66,000		526,020
Amedisys, Inc. (a) (b)	35,533		1,468,934
Catalyst Health Solutions, Inc. (b)	62,100		1,512,135
Centene Corp. (b)	55,500		1,093,905
Chemed Corp. (a)	18,100		719,837
Chindex International, Inc. (b)	27,400		217,830
Corvel Corp. (b)	20,700		454,986
Gentiva Health Services, Inc. (b)	63,200		1,849,232
Healthsouth Corp. (a) (b)	89,700		983,112
Healthspring, Inc. (b)	40,400		806,788
Healthways, Inc. (b)	21,400		245,672
inVentiv Health, Inc. (b)	33,200		383,128
LifePoint Hospitals, Inc. (a) (b)	33,900		774,276
Mednax, Inc. (b)	27,600		874,920
PharMerica Corp. (a) (b)	90,000		1,410,300
PSS World Medical, Inc. (a) (b)	49,800		937,236
Psychiatric Solutions, Inc. (a) (b)	38,600		1,075,010
Sun Healthcare Group, Inc. (b)	79,500		703,575
VCA Antech, Inc. (a) (b)	55,700		1,107,316
			17,144,212

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Health Care Technology—0.5%
Cerner Corp. (a) (b)	26,200	$	1,007,390
Phase Forward, Inc. (b)	29,700		371,844
Vital Images, Inc. (b)	17,500		243,425
			1,622,659
Hotels, Restaurants & Leisure—2.8%
Burger King Holdings, Inc.	78,000		1,862,640
Chipotle Mexican Grill, Inc. (b)	21,700		1,243,193
Choice Hotels International, Inc. (a)	28,900		868,734
Orient-Express Hotels, Ltd. (Class A) (a) (b)	17,800		136,348
Panera Bread Co. (a) (b)	14,900		778,376
Red Robin Gourmet Burgers, Inc. (a) (b)	49,500		833,085
Sonic Corp. (a) (b)	52,462		638,463
WMS Industries, Inc. (b)	96,150		2,586,435
			8,947,274
Household Durables—0.3%
Jarden Corp. (a) (b)	44,200		508,300
Tempur-Pedic International, Inc. (b)	42,900		304,161
			812,461
Household Products—0.8%
Church & Dwight Co., Inc.	47,200		2,648,864
Insurance—2.2%
Amtrust Financial Services, Inc.	49,600		575,360
HCC Insurance Holdings, Inc.	78,600		2,102,550
Max Capital Group, Ltd.	41,000		725,700
Navigators Group, Inc. (b)	15,900		873,069
RLI Corp.	16,900		1,033,604
StanCorp Financial Group, Inc.	38,900		1,624,853
			6,935,136
Internet & Catalog Retail—1.0%
Blue Nile, Inc. (a) (b)	9,425		230,818
PetMed Express, Inc. (a) (b)	27,400		483,062
priceline.com, Inc. (a) (b)	33,800		2,489,370
			3,203,250
Internet Software & Services—2.0%
Art Technology Group, Inc. (b)	122,400		236,232
Digital River, Inc. (b)	54,700		1,356,560
Interwoven, Inc. (b)	42,900		540,540
j2 Global Communications, Inc. (a) (b)	57,600		1,154,304
MercadoLibre, Inc. (a) (b)	21,600		354,456
Omniture, Inc. (a) (b)	35,649		379,305
SINA Corp. (a) (b)	42,000		972,300
ValueClick, Inc. (b)	80,100		547,884
Websense, Inc. (b)	47,500		711,075
			6,252,656
IT Services—4.8%
CACI International, Inc. (Class A) (a) (b)	31,700		1,429,353
Cybersource Corp. (b)	118,900		1,425,611

Security Description	Shares	Value*
IT Services—(Continued)
Genpact, Ltd. (b)	44,700	$	367,434
Global Payments, Inc.	69,020		2,263,166
Heartland Payment Systems, Inc. (a)	79,700		1,394,750
Mantech International Corp. (b)	14,800		802,012
NCI, Inc. (b)	120,734		3,637,715
NeuStar, Inc. (b)	39,300		751,809
Perot Systems Corp. (b)	116,800		1,596,656
RightNow Technologies, Inc. (a) (b)	108,400		837,932
SRA International, Inc. (b)	45,400		783,150
			15,289,588
Leisure Equipment & Products—0.6%
Polaris Industries, Inc. (a)	38,400		1,100,160
Pool Corp. (a)	47,200		848,184
			1,948,344
Life Sciences Tools & Services—2.9%
Bio-Rad Laboratories, Inc. (b)	11,800		888,658
Dionex Corp. (b)	11,200		502,320
eResearch Technology, Inc. (a) (b)	64,700		428,961
Exelixis, Inc. (a) (b)	83,400		418,668
Illumina, Inc. (a) (b)	77,300		2,013,665
Life Technologies Corp. (a) (b)	55,000		1,282,050
Parexel International Corp. (b)	49,400		479,674
Techne Corp. (b)	37,800		2,438,856
Varian, Inc. (b)	22,700		760,677
			9,213,529
Machinery—4.7%
Actuant Corp.	159,500		3,033,690
Bucyrus International, Inc. (a)	31,600		585,232
Chart Industries, Inc. (b)	39,300		417,759
Gardner Denver, Inc. (b)	35,000		816,900
Graco, Inc. (a)	42,100		999,033
IDEX Corp. (a)	60,300		1,456,245
Kennametal, Inc.	27,300		605,787
Nordson Corp. (a)	30,700		991,303
RBC Bearings, Inc. (b)	27,900		565,812
Robbins & Myers, Inc.	31,400		507,738
The Middleby Corp. (a) (b)	25,600		698,112
The Toro Co. (a)	49,200		1,623,600
Valmont Industries, Inc. (a)	14,800		908,128
Wabtec Corp.	46,300		1,840,425
			15,049,764
Marine—0.4%
Horizon Lines, Inc. (a)	21,000		73,290
Kirby Corp. (b)	43,900		1,201,104
			1,274,394
Media—1.2%
Interactive Data Corp.	37,300		919,818
John Wiley & Sons, Inc.	45,700		1,626,006
Marvel Entertainment, Inc. (a) (b)	42,700		1,313,025
			3,858,849

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Metals & Mining—0.7%
Carpenter Technology Corp.	37,400	$	768,196
Compass Minerals International, Inc.	24,800		1,454,768
			2,222,964
Multiline Retail—0.4%
Big Lots, Inc. (a) (b)	80,300		1,163,547
Oil, Gas & Consumable Fuels—3.1%
Bill Barrett Corp. (a) (b)	35,300		745,889
Cabot Oil & Gas Corp.	27,100		704,600
Comstock Resources, Inc. (b)	57,500		2,716,875
Concho Resources, Inc. (b)	38,300		874,006
Foundation Coal Holdings, Inc.	38,900		545,378
Frontier Oil Corp.	38,400		484,992
Mariner Energy, Inc. (b)	73,336		748,027
Penn Virginia Corp.	61,100		1,587,378
PetroQuest Energy, Inc. (a) (b)	42,300		285,948
St. Mary Land & Exploration Co.	55,900		1,135,329
			9,828,422
Personal Products—1.7%
Alberto-Culver Co.	86,000		2,107,860
Chattem, Inc. (a) (b)	25,100		1,795,403
Herbalife, Ltd.	45,000		975,600
NBTY, Inc. (b)	41,400		647,910
			5,526,773
Pharmaceuticals—1.3%
Cadence Pharmaceuticals, Inc. (a) (b)	28,926		209,135
The Medicines Co. (b)	75,600		1,113,588
Valeant Pharmaceuticals International (a) (b)	69,500		1,591,550
ViroPharma, Inc. (a) (b)	43,600		567,672
XenoPort, Inc. (a) (b)	29,700		744,876
			4,226,821
Professional Services—2.3%
Administaff, Inc.	28,100		609,208
Heidrick & Struggles International, Inc. (a)	24,300		523,422
Huron Consulting Group, Inc. (a) (b)	26,400		1,511,928
Korn/Ferry International (b)	35,500		405,410
Navigant Consulting, Inc. (b)	22,400		355,488
Resources Connection, Inc. (b)	115,500		1,891,890
The Corporate Executive Board Co.	27,600		608,856
Watson Wyatt Worldwide, Inc.	27,900		1,334,178
			7,240,380
Real Estate Investment Trusts—0.1%
PS Business Parks, Inc.	5,400		241,164
Real Estate Management & Development—0.2%
Jones Lang LaSalle, Inc. (a)	18,400		509,680
Road & Rail—0.9%
Landstar System, Inc. (a)	58,500		2,248,155
Old Dominion Freight Line, Inc. (a) (b)	19,100		543,586
			2,791,741

Security Description	Shares	Value*
Semiconductors & Semiconductor Equipment—4.3%
Advanced Energy Industries, Inc. (b)	104,800	$	1,042,760
Cabot Microelectronics Corp. (b)	20,000		521,400
Cohu, Inc.	58,700		713,205
Cymer, Inc. (a) (b)	47,800		1,047,298
Diodes, Inc. (a) (b)	32,700		198,162
Entegris, Inc. (b)	125,500		274,845
FormFactor, Inc. (b)	40,700		594,220
Integrated Device Technology, Inc. (b)	85,750		481,058
Intersil Corp.	56,664		520,742
Micrel, Inc.	105,200		769,012
Microsemi Corp. (b)	81,700		1,032,688
ON Semiconductor Corp. (a) (b)	366,900		1,247,460
Pericom Semiconductor Corp. (b)	36,435		199,664
PMC-Sierra, Inc. (b)	107,700		523,422
Semtech Corp. (b)	98,400		1,108,968
Silicon Laboratories, Inc. (b)	52,400		1,298,472
Standard Microsystems Corp. (b)	12,600		205,884
Varian Semiconductor Equipment Associates, Inc. (a) (b)	86,650		1,570,098
Verigy, Ltd. (b)	42,900		412,698
			13,762,056
Software—6.7%
Actuate Corp. (a) (b)	134,619		398,472
Ansys, Inc. (b)	85,730		2,391,010
Blackboard, Inc. (a) (b)	55,800		1,463,634
Commvault Systems, Inc. (b)	16,200		217,242
Epicor Software Corp. (a) (b)	58,000		278,400
FactSet Research Systems, Inc. (a)	48,900		2,163,336
Informatica Corp. (b)	184,600		2,534,558
Jack Henry & Associates, Inc.	36,100		700,701
Kenexa Corp. (a) (b)	51,600		411,768
Lawson Software, Inc. (b)	69,400		328,956
Macrovision Solutions Corp. (b)	66,600		842,490
MICROS Systems, Inc. (b)	79,300		1,294,176
Monotype Imaging Holdings, Inc. (b)	45,600		264,480
Parametric Technology Corp. (a) (b)	112,200		1,419,330
Phoenix Technologies, Ltd. (b)	28,100		98,350
Progress Software Corp. (b)	27,000		520,020
Quest Software, Inc. (b)	68,000		856,120
SPSS, Inc. (b)	37,200		1,002,912
Sybase, Inc. (a) (b)	67,700		1,676,929
Synopsys, Inc. (b)	44,400		822,288
Taleo Corp. (a) (b)	79,370		621,467
TIBCO Software, Inc. (b)	100,900		523,671
Wind River Systems, Inc. (b)	71,100		642,033
			21,472,343
Specialty Retail—2.3%
Aaron Rents, Inc. (Class B)	47,700		1,269,774
Aeropostale, Inc. (a) (b)	74,250		1,195,425
Guess?, Inc.	35,600		546,460
Gymboree Corp. (b)	70,100		1,828,909
Hibbett Sports, Inc. (a) (b)	36,850		578,914
J. Crew Group, Inc. (a) (b)	16,900		206,180

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—(Continued)

Security Description	Shares	Value*
Specialty Retail—(Continued)
Tractor Supply Co. (a) (b)	41,200	$	1,488,968
Zumiez, Inc. (a) (b)	17,200		128,140
			7,242,770
Textiles, Apparel & Luxury Goods—1.4%
Deckers Outdoor Corp. (a) (b)	14,900		1,190,063
Fossil, Inc. (b)	32,849		548,578
Hanesbrands, Inc. (a) (b)	60,900		776,475
Iconix Brand Group, Inc. (b)	78,000		762,840
The Warnaco Group, Inc. (b)	55,100		1,081,613
			4,359,569
Thrifts & Mortgage Finance—0.1%
Danvers Bancorp, Inc. (b)	33,300		445,221
Trading Companies & Distributors—0.8%
Beacon Roofing Supply, Inc. (a) (b)	78,000		1,082,640
MSC Industrial Direct Co. (a)	43,200		1,591,056
			2,673,696
Wireless Telecommunication Services—1.1%
Leap Wireless International, Inc. (a) (b)	36,700		986,863
SBA Communications Corp. (b)	126,600		2,066,112
Syniverse Holdings, Inc. (b)	40,100		478,794
			3,531,769
Total Common Stock (Identified Cost $438,419,409)			315,243,869

Short Term Investments—20.2%
Security Description	Shares	Value*
Mutual Funds—20.2%
State Street Navigator Securities Lending Prime Portfolio (c)	59,363,029	$	59,363,029
T. Rowe Price Reserve Investment Fund (d)	5,080,171		5,080,171
Total Short Term Investments (Identified Cost $64,443,200)			64,443,200
Total Investments—119.1% (Identified Cost $502,862,609) (e)			379,687,069
Liabilities in excess of other assets			(60,965,640	)
Total Net Assets—100%		$	318,721,429

(a) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $59,247,295 and the collateral received consisted of cash in the amount of $59,363,029. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(b) Non-Income Producing.

(c) Represents investment of cash collateral received from securities lending transactions.

(d) Affiliated Issuer. See below.

(e) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $504,588,492 and the composition of unrealized appreciation and depreciation of investment securities was $13,426,293 and $(138,327,716), respectively.

Affiliated Issuer

Security Description	Number of Shares Held at 12/31/2007	Shares Purchased Since 12/31/2007	Shares Sold Since 12/31/2007		Number of Shares Held at 12/31/2008	Realized Gain/Loss on Shares Sold		Income for Year Ended 12/31/2008
T. Rowe Price Reserve Investment Fund	3,756,232	80,317,843	(78,993,904	)	5,080,171	$	0	$	74,039

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	379,687,069	$	0
Level 2 - Other Significant Observable Inputs		0		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	379,687,069	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	379,687,069
Receivable for:
Securities sold				340,841
Fund shares sold				292,143
Accrued interest and dividends				88,140
Total Assets				380,408,193
Liabilities
Payable for:
Securities purchased	$	1,422,887
Fund shares redeemed		705,568
Collateral for securities loaned		59,363,029
Accrued expenses:
Management fees		128,576
Service and distribution fees		28,823
Other expenses		37,881
Total Liabilities				61,686,764
Net Assets			$	318,721,429
Net assets consists of:
Capital paid in			$	444,898,578
Undistributed net investment income				711,795
Accumulated net realized losses				(3,713,404	)
Unrealized depreciation on investments				(123,175,540	)
Net Assets			$	318,721,429
Computation of offering price:
Class A
Net asset value and redemption price per share ($170,236,161 divided by 18,812,825 shares outstanding)			$	9.05
Class B
Net asset value and redemption price per share ($138,120,990 divided by 15,709,967 shares outstanding)			$	8.79
Class E
Net asset value and redemption price per share ($10,364,278 divided by 1,168,954 shares outstanding)			$	8.87
(a) Identified cost of investments			$	502,862,609
(b) Includes cash collateral for securities loaned of			$	59,363,029

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	2,057,057	(a)
Interest					1,203,176	(b)
Interest from affiliates					74,039
					3,334,272
Expenses
Management fees	$	2,010,381
Service and distribution fees—Class B		351,947
Service and distribution fees—Class E		20,836
Directors’ fees and expenses		31,907
Custodian		80,584
Audit and tax services		37,080
Legal		6,970
Printing		128,545
Insurance		5,187
Miscellaneous		11,457
Total expenses		2,684,894
Expense reductions		(1,557	)
Management fee waivers		(62,580	)		2,620,757
Net Investment Income					713,515
Realized and Unrealized Loss
Realized loss on:
Investments—net					(3,447,049	)
Change in unrealized depreciation on:
Investments—net					(176,369,396	)
Net loss					(179,816,445	)
Net Decrease in Net Assets From Operations				$	(179,102,930	)

(a) Net of foreign taxes of $5,981.

(b) Includes income on securities loaned of $1,202,747.

See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income (loss)	$	713,515		$	(618,086	)
Net realized gain (loss)		(3,447,049	)		71,786,255
Unrealized depreciation		(176,369,396	)		(31,913,290	)
Increase (decrease) in net assets from operations		(179,102,930	)		39,254,879
From Distributions to Shareholders
Net realized gain
Class A		(47,824,507	)		0
Class B		(9,541,030	)		0
Class E		(2,721,485	)		0
Total distributions		(60,087,022	)		0
Increase (decrease) in net assets from capital share transactions		192,439,509			(86,751,199	)
Net decrease in net assets		(46,750,443	)		(47,496,320	)
Net Assets
Beginning of the period		365,471,872			412,968,192
End of the period	$	318,721,429		$	365,471,872
Undistributed Net Investment Income
End of the period	$	711,795		$	0

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	1,313,809		$	16,392,413		2,902,264		$	48,368,155
Reinvestments	3,579,679			47,824,507		0			0
Redemptions	(3,136,155	)		(39,686,967	)	(8,064,495	)		(136,495,142	)
Net increase (decrease)	1,757,333		$	24,529,953		(5,162,231	)	$	(88,126,987	)
Class B
Sales	14,711,289		$	190,996,684		995,536		$	16,637,781
Reinvestments	733,925			9,541,030		0			0
Redemptions	(2,953,523	)		(35,214,166	)	(709,679	)		(11,749,801	)
Net increase	12,491,691		$	165,323,548		285,857		$	4,887,980
Class E
Sales	331,393		$	4,031,436		148,888		$	2,517,344
Reinvestments	207,588			2,721,485		0			0
Redemptions	(349,314	)		(4,166,913	)	(362,937	)		(6,029,536	)
Net increase (decrease)	189,667		$	2,586,008		(214,049	)	$	(3,512,192	)
Increase (decrease) derived from capital share transactions			$	192,439,509				$	(86,751,199	)

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	17.26		$	15.72		$	15.13		$	13.63		$	12.27
Income From Investment Operations
Net investment income (loss)		0.03	(a)		(0.02	)(a)		(0.03	)		(0.02	)		(0.04	)
Net realized and unrealized gain (loss) of investments		(5.33	)		1.56			0.62			1.52			1.40
Total from investment operations		(5.30	)		1.54			0.59			1.50			1.36
Less Distributions
Distributions from net realized capital gains		(2.91	)		0.00			0.00			0.00			0.00
Total distributions		(2.91	)		0.00			0.00			0.00			0.00
Net Asset Value, End of Period	$	9.05		$	17.26		$	15.72		$	15.13		$	13.63
Total Return (%)		(36.2	)		9.9			3.9			11.0			11.1
Ratio of operating expenses to average net assets before expense reductions (%)		0.57			0.57			0.59			0.60			0.60
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.57			0.57			0.59			0.59			0.60
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.59			0.59			0.60			N/A			N/A
Ratio of net investment income (loss) to average net assets (%)		0.23			(0.12	)		(0.19	)		(0.14	)		(0.31	)
Portfolio turnover rate (%)		73			51			38			31			28
Net assets, end of period (000)	$	170,236		$	294,458		$	349,258		$	318,845		$	312,834

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	16.89		$	15.42		$	14.88		$	13.44		$	12.11
Income From Investment Operations
Net investment income (loss)		0.01	(a)		(0.06	)(a)		(0.05	)		(0.04	)		(0.03	)
Net realized and unrealized gain (loss) of investments		(5.20	)		1.53			0.59			1.48			1.36
Total from investment operations		(5.19	)		1.47			0.54			1.44			1.33
Less Distributions
Distributions from net realized capital gains		(2.91	)		0.00			0.00			0.00			0.00
Total distributions		(2.91	)		0.00			0.00			0.00			0.00
Net Asset Value, End of Period	$	8.79		$	16.89		$	15.42		$	14.88		$	13.44
Total Return (%)		(36.3	)		9.5			3.6			10.7			11.0
Ratio of operating expenses to average net assets before expense reductions (%)		0.82			0.82			0.84			0.84			0.85
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.82			0.82			0.84			0.84			0.85
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.84			0.84			0.85			N/A			N/A
Ratio of net investment income (loss) to average net assets (%)		0.10			(0.36	)		(0.44	)		(0.40	)		(0.52	)
Portfolio turnover rate (%)		73			51			38			31			28
Net assets, end of period (000)	$	138,121		$	54,366		$	45,213		$	30,357		$	15,516

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	17.00		$	15.50		$	14.95		$	13.49		$	12.15
Income From Investment Operations
Net investment income (loss)		0.01	(a)		(0.04	)(a)		(0.06	)		(0.04	)		(0.05	)
Net realized and unrealized gain (loss) of investments		(5.23	)		1.54			0.61			1.50			1.39
Total from investment operations		(5.22	)		1.50			0.55			1.46			1.34
Less Distributions
Distributions from net realized capital gains		(2.91	)		0.00			0.00			0.00			0.00
Total distributions		(2.91	)		0.00			0.00			0.00			0.00
Net Asset Value, End of Period	$	8.87		$	17.00		$	15.50		$	14.95		$	13.49
Total Return (%)		(36.3	)		9.7			3.7			10.8			11.0
Ratio of operating expenses to average net assets before expense reductions (%)		0.72			0.72			0.74			0.74			0.75
Ratio of operating expenses to average net assets after expense reductions (%) (b)		0.72			0.72			0.74			0.74			0.75
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (c)		0.74			0.74			0.75			N/A			N/A
Ratio of net investment income (loss) to average net assets (%)		0.09			(0.26	)		(0.35	)		(0.30	)		(0.45	)
Portfolio turnover rate (%)		73			51			38			31			28
Net assets, end of period (000)	$	10,364		$	16,647		$	18,497		$	19,910		$	18,321

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(c) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The T. Rowe Price Small Cap Growth Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-14

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-15

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk is associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

MSF-16

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income			Long Term Gain				Return of Capital				Total
2008	2007		2008		2007		2008		2007		2008		2007
$—	$	—	$	60,087,022	$	—	$	—	$	—	$	60,087,022	$	—

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$711,795	$	9,573,250	$	(124,901,423	)	$	—	$	(114,616,378	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(11,560,772	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases			Sales
U.S. Government	Other		U.S. Government		Other
$0	$	426,287,580	$	0	$	292,770,517

MSF-17

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$2,010,381	0.550%	Of the first $100 million
	0.500%	Of the next $300 million
	0.450%	On amounts in excess of $400 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. T. Rowe Price Associates, Inc. (“T. Rowe Price”) is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers:

Effective February 17, 2005, T. Rowe Price agreed to a voluntary subadvisory fee waiver that applies if (i) assets under management by T. Rowe Price for the Fund and Met Investor Series Trust (“MIST”), in the aggregate, exceed $750,000,000, (ii) T. Rowe Price subadvises three or more portfolios of the Fund and MIST in the aggregate, and (iii) at least one of those portfolios is a large cap domestic equity portfolio.

If the aforementioned conditions are met, T. Rowe Price will waive its subadvisory fee paid by MetLife Advisers by 5% for combined Fund and MIST average daily net assets over $750,000,000, 7.5% for the next $1,500,000,000 of combined assets, and 10% for amounts over $3,000,000,000. Any amounts waived pursuant to this subadvisory fee waiver will be allocated with respect to the Fund and MIST portfolios in proportion to such portfolios’ net assets. MetLife Advisers has voluntarily agreed to reduce its advisory fee for T. Rowe Price Large Cap Growth and T. Rowe Price Small Cap Growth by the amount waived (if any) by T. Rowe Price for the relevant Portfolio(s) pursuant to this voluntary subadvisory fee waiver. Because these fee waivers are voluntary, and not contractual, they may be discontinued by T. Rowe Price and MetLife Advisers at any time. Amounts waived for the year ended December 31, 2008 are shown as management fee waivers in the Statement of Operations of the respective Portfolios.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less

MSF-18

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-19

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the T. Rowe Price Small Cap Growth Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the T. Rowe Price Small Cap Growth Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2009

MSF-20

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-21

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-22

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-23

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-24

Metropolitan Series Fund, Inc.

T. Rowe Price Small Cap Growth Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-25

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-26

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. Van Eck Global Natural Resources Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Managed by Van Eck Global

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

Since its inception on October 31, 2008, the Class A shares of the Van Eck Global Natural Resources Portfolio returned -2.9%, compared to its benchmark, the S&P North American Natural Resources Index¹, which returned -4.0%.

PORTFOLIO REVIEW

Since the Portfolio’s inception, we focused on sectors and companies that had good underlying value and strong prospects ahead and that we felt were currently undervalued. Positioning in the gold, other precious metals, steel, other base metals, and infrastructure areas boosted the Portfolio’s results during the period from inception through the end of the year. For the period, those individual holdings that contributed most to the Portfolio’s outperformance were all gold equities, which generated the strongest performance among the hard assets commodities during the last two months of the year. For the period, Canadian gold producers Agnico-Eagle Mines, Kinross Gold and Goldcorp saw their share prices advance 85.64%, 76.61% and 69.20%, respectively. Shares of U.K. gold producer Randgold Resources gained 41.63%, and SPDR Gold Trust, the world’s largest gold-backed exchange-traded fund, increased 21.28%.

The biggest detractors from the Portfolio’s performance were energy companies, specifically coal and oil services companies. To a more modest degree, holdings in the forest products and agriculture sub-sectors detracted as well. For the period, those individual holdings that detracted most from the Portfolio’s performance were two U.S. coal producers, Alpha Natural Resources and Walter Industries, whose share prices dropped 54.74% and 54.68%, respectively, on weakness in coking coal prices driven by exceedingly low steel utilization. Coal prices dropped significantly during the period on the weakening economy, supply/demand issues and unwinding by hedge funds of their leveraged positions in commodities. Concerns that coal prices and demand for coal would continue to decrease over the months ahead affected these companies’ share prices as well. Other names that detracted from results were U.S. oil services firms that faced the possibility of crude oil prices continuing to decline given lower demand. These included offshore drilling company Transocean, energy engineering firm McDermott International and oilfield services provider Schlumberger, which saw their share prices decline 42.61%, 42.32% and 17.64%, respectively. For each of these companies, as oil prices moved lower, the cost of supplying their services became somewhat burdensome, and so they cut back on current and future projects.

Since the Portfolio’s inception, we adjusted sub-sector weightings as market conditions shifted and for stock-specific reasons. During the two months, we reduced the Portfolio’s exposure to coal companies as well as to agriculture. We increased the Portfolio’s weighting in gold stocks and integrated oil companies. With these changes, at the end of December, the Portfolio had a significantly overweight position compared to the S&P North American Natural Resources Sector Index in precious metals and more modest overweight positions in base metals and agriculture. The Portfolio had a significantly underweight position compared to its benchmark in energy and a rather neutral-weighted exposure to forest products.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The S&P North American Natural Resources Sector Index was developed as an equity benchmark for U.S. traded natural resource related stocks. The Index includes companies in the following categories: extractive industries, energy companies, owners and operators of timber tracts, forestry services, producers of pulp and paper, and owners of plantations. It is a modified capitalization-weighted index and component companies must meet objective criteria for inclusion. Reconstitution is semi-annual.

MSF-2

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

A $10,000 INVESTMENT COMPARED TO THE

S&P NORTH AMERICAN NATURAL RESOURCES INDEX

Returns as of December 31, 2008

	Van Eck Global Natural Resources Portfolio		S&P North American Natural Resources Index
	Class A
Since Inception	-2.9	%	-4.0	%

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception date of the Class A shares is 10/31/08. Index since inception return is based on the Portfolio’s inception date. Returns shown are not computed on an annualized basis.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Agnico-Eagle Mines, Ltd.	5.7%
Exxon Mobil Corp.	5.5%
Kinross Gold Corp.	5.4%
BHP Billiton, Plc.	4.6%
Anadarko Petroleum Corp.	4.4%
XTO Energy, Inc.	4.0%
Randgold Resources, Ltd.	3.8%
SPDR Gold Trust	3.7%
Nucor Corp.	3.5%
Schlumberger, Ltd.	3.3%

Top Countries

	% of Equity Market Value
United States	58.1%
Canada	16.4%
United Kingdom	5.6%
Channel Islands	4.2%
Netherlands Antilles	3.7%
Switzerland	3.1%
France	2.6%
Brazil	2.5%
Bermuda	2.1%
Kazakhstan	1.0%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the inception of the Portfolio and held for the entire period, October 31, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value October 31, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* October 31, 2008 to December 31, 2008
Van Eck Global Natural Resources—Class A	Actual	1.00	%	$	1,000.00	$	971.00	$	4.95
	Hypothetical	1.00	%	$	1,000.00	$	1,020.05	$	5.08

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the period from inception, as shown above, multiplied by the average account value over the period, multiplied by the number of days since inception, divided by 366 (to reflect the period since inception).

MSF-4

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Schedule of Investments as of December 31, 2008

Common Stock—87.0% of Total Net Assets

Security Description	Shares	Value*
Bermuda—1.9%
SeaDrill, Ltd. (NOK)	267,000	$	2,176,265
Weatherford International, Ltd. (a)	237,000		2,564,340
			4,740,605
Brazil—2.3%
Petroleo Brasileiro S.A. (ADR)	236,000		5,779,640
Canada—14.9%
Addax Petroleum Corp.	85,700		1,464,085
Agnico-Eagle Mines, Ltd. (b)	275,400		14,136,282
Goldcorp, Inc.	189,100		5,962,323
Kinross Gold Corp.	730,200		13,450,284
Yamana Gold, Inc.	268,400		2,054,581
			37,067,555
Channel Islands—3.8%
Randgold Resources, Ltd. (ADR)	217,900		9,570,168
France—2.4%
Total S.A. (ADR)	108,000		5,972,400
Kazakhstan—0.9%
KazMunaiGas Exploration Production (GDR)	181,300		2,284,380
Netherlands Antilles—3.3%
Schlumberger, Ltd. (b)	196,600		8,322,078
South Africa—0.5%
Gold Fields, Ltd. (ADR)	122,000		1,211,460
Switzerland—2.8%
Transocean, Ltd. (a)	149,900		7,082,775
United Kingdom—5.1%
BHP Billiton, Plc.	606,600		11,426,450
Xstrata, Plc.	147,400		1,374,156
			12,800,606
United States—49.1%
Alpha Natural Resources, Inc. (a)	145,900		2,362,121
American Water Works Co., Inc. (a)	125,200		2,614,176
Anadarko Petroleum Corp.	287,700		11,090,835
BPZ Resources, Inc. (a)	256,400		1,640,960
Cabot Oil & Gas Corp.	180,900		4,703,400
Cameron International Corp. (a)	209,300		4,290,650
Diamond Offshore Drilling, Inc.	57,200		3,371,368
Equitable Resources, Inc.	182,800		6,132,940
Exxon Mobil Corp.	171,200		13,666,896
Freeport-McMoRan Copper & Gold, Inc.	50,000		1,222,000
Frontier Oil Corp.	188,000		2,374,440
Hess Corp.	76,600		4,108,824
International Coal Group, Inc. (a)	705,200		1,621,960
Jacobs Engineering Group, Inc. (a)	27,000		1,298,700
National Oilwell Varco, Inc. (a)(b)	169,900		4,152,356
Noble Energy, Inc.	73,500		3,617,670
NRG Energy, Inc. (a)	218,400		5,095,272

Security Description	Shares	Value*
United States—(Continued)
Nucor Corp.	188,000	$	8,685,600
Occidental Petroleum Corp.	131,300		7,876,687
PetroHawk Energy Corp. (a)	294,700		4,606,161
Pride International, Inc. (a)	78,200		1,249,636
Quanta Services, Inc. (a)	136,000		2,692,800
Range Resources Corp.	120,300		4,137,117
Smith International, Inc.	73,600		1,684,704
Steel Dynamics, Inc.	104,400		1,167,192
Tyson Foods, Inc. (Class A)	580,900		5,088,684
Weyerhaeuser Co.	66,400		2,032,504
XTO Energy, Inc. (b)	282,500		9,963,775
			122,549,428
Total Common Stock (Identified Cost $213,911,647)			217,381,095
Exchange Traded Funds—3.7%
United States—3.7%
SPDR Gold Trust	106,800		9,243,540
Total Exchange Traded Funds (Identified Cost $7,763,419)			9,243,540
Units—0.1%
Canada—0.1%
Timberwest Forest Corp.	68,200		195,567
Total Units (Identified Cost $390,179)			195,567
Short Term Investments—8.5%
United States—8.5%
AIM STIT-STIC Prime Portfolio (Institutional Class)	21,226,733		21,226,733
Total Short Term Investments (Identified Cost $21,226,733)			21,226,733
Total Investments—99.3% (Identified Cost $243,291,978) (c)			248,046,935
Other assets less liabilities			1,685,828
Total Net Assets—100%		$	249,732,763

(a) Non-Income Producing.

(b) All or a portion of security is pledged as collateral against written options.

(c) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $243,291,978 and the composition of unrealized appreciation and depreciation of investment securities was $25,180,554 and $(20,425,597), respectively.

(GDR)— Global Depository Receipt.

(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

(NOK)— Norwegian Krone

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Schedule of Investments as of December 31, 2008

Ten Largest Industries as of December 31, 2008 (Unaudited)	Percentage of Total Net Assets
Oil, Gas & Consumable Fuels	34.1%
Metals & Mining	25.2%
Energy Equipment & Services	14.0%
Industrial Conglomerates	3.8%
Exchange Traded Funds	3.7%
Gas Utilities	2.5%
Independent Power Producers & Energy Traders	2.0%
Food Products	2.0%
Construction & Engineering	1.6%
Water Utilities	1.0%

Options Written

Options Written-Covered Calls	Strike Price		Expiration Date	Number of Contracts		Premiums Received			Valuation as of 12/31/2008			Unrealized Appreciation
Agnico-Eagle Mines, Ltd.	$	55	1/17/2009	(250	)	$	(51,492	)	$	(41,250	)	$	10,242
National Oilwell Varco, Inc.		30	1/17/2009	(244	)		(37,583	)		(4,880	)		32,703
Schlumberger, Ltd.		45	1/17/2009	(492	)		(124,313	)		(56,580	)		67,733
XTO Energy, Inc.		40	1/17/2009	(494	)		(126,399	)		(17,290	)		109,109
Net Unrealized Appreciation												$	219,787

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	229,355,831	$	219,787
Level 2 - Other Significant Observable Inputs		18,691,104		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	248,046,935	$	219,787

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a)			$	248,046,935
Foreign cash at value (b)				8,243
Receivable for:
Securities sold				8,156,035
Fund shares sold				90,025
Accrued interest and dividends				398,183
Due from investment adviser				35,760
Total Assets				256,735,181
Liabilities
Payable for:
Securities purchased	$	6,686,133
Fund shares redeemed		2,760
Withholding taxes		403
Options written, at fair value (c)		120,000
Accrued expenses:
Management fees		158,253
Other expenses		34,869
Total Liabilities				7,002,418
Net Assets			$	249,732,763
Net assets consists of:
Capital paid in			$	256,806,965
Undistributed net investment income				305,438
Accumulated net realized losses				(12,354,488	)
Unrealized appreciation on investments, options and foreign currency				4,974,848
Net Assets			$	249,732,763
Computation of offering price:
Class A
Net asset value and redemption price per share ($249,732,763 divided by 25,711,262 shares outstanding)			$	9.71
(a) Identified cost of investments			$	243,291,978
(b) Identified cost of foreign cash			$	8,139
(c) Premiums received on written options			$	339,787

Statement of Operations

For the Period October 31, 2008^(a) to December 31, 2008

Investment Income				��
Dividends					$	703,521	(b)
Interest						103,448
						806,969
Expenses
Management fees	$	312,346
Directors’ fees and expenses		7,154
Custodian		6,097
Audit and tax services		35,800
Legal		60,264
Miscellaneous		4,565
Total expenses		426,226
Expense reimbursements		(35,760	)
Expense reductions		(567	)			389,899
Net Investment Income						417,070
Realized and Unrealized Gain (Loss)
Realized loss on:
Investments—net		(12,355,055	)
Foreign currency transactions—net		(111,086	)			(12,466,141	)
Change in unrealized appreciation on:
Investments—net		4,754,957
Foreign currency transactions—net		104
Options—net		219,787				4,974,848
Net loss						(7,491,293	)
Net Decrease in Net Assets From Operations					$	(7,074,223	)

(a) Commencement of operations.

(b) Net of foreign taxes of $13,961.

See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Statements of Changes in Net Assets

	Period ended December 31, 2008(a)
From Operations
Net investment income	$	417,070
Net realized loss		(12,466,141	)
Change in unrealized appreciation		4,974,848
Decrease in net assets from operations		(7,074,223	)
Increase in net assets from capital share transactions		256,806,986
Net increase in net assets		249,732,763
Net Assets
End of the period	$	249,732,763
Undistributed Net Investment Income
End of the period	$	305,438

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Period ended December 31, 2008(a)
	Shares		$
Sales	25,824,862		$	257,814,423
Redemptions	(113,600	)		(1,007,437	)
Net increase	25,711,262		$	256,806,986

(a) Commencement of operations was October 31, 2008.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Financial Highlights

	Class A
	Period ended December 31, 2008(a)
Net Asset Value, Beginning of Period	$	10.00
Income From Investment Operations
Net investment income		0.02	(b)
Net realized and unrealized loss of investments		(0.31	)
Total from investment operations		(0.29	)
Net Asset Value, End of Period	$	9.71
Total Return (%)		(2.9	)(c)
Ratio of operating expenses to average net assets before expense reductions (%)		1.00	(d)
Ratio of operating expenses to average net assets after expense reductions (%) (e)		1.00	(d)
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (f)		1.09	(d)
Ratio of net investment income to average net assets (%)		1.07	(d)
Portfolio turnover rate (%)		125	(d)
Net assets, end of period (000)	$	249,733

(a) Commencement of operations was October 31, 2008.

(b) Per share amount is based on average shares outstanding during the period.

(c) Periods less than one year are not computed on an annualized basis.

(d) Computed on an annualized basis.

(e) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

(f) See Note 4 of the Notes to Financial Statements.

See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Van Eck Global Natural Resources Portfolio (the “Portfolio”) is a non-diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and

MSF-10

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio

MSF-11

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad equity markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad equity markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Fund Concentration:

The Portfolio may concentrate its investments in companies which are significantly engaged in the exploration, development, production and distribution of gold and other natural resources such as strategic and other metals, minerals, forest products, oil, natural gas and coal and by investing in gold bullion and coins. Since the Portfolio may so concentrate, it may be subject to greater risks and market fluctuations than other more diversified portfolios. The production and marketing of gold and other natural resources may be affected by actions and changes in governments. In addition, gold and natural resources may be cyclical in nature.

Additionally, the investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies and may require settlement in foreign currencies and pay interest or

MSF-12

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Appreciation		Loss Carryforwards		Total
$	305,818	$	—	$	4,974,848	$	—	$	5,280,666

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(12,354,488	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

Expense Reductions:

Certain Portfolio trades are directed to brokers who paid a portion of the Portfolio’s expenses. Amounts paid for the Portfolio are shown as expense reductions in the Statement of Operations.

3. INVESTMENT TRANSACTIONS:

For the period ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	0	$	280,121,636	$	0	$	45,567,258

MSF-13

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Options Written:

The Portfolio transactions in options written during the year ended December 31, 2008 were as follows:

Call Options	Number of contracts		Premiums received
Options outstanding October 31, 2008	0		$	0
Options written	1,480			339,787
Options closed	0			0
Options expired	(0	)		(0	)
Options outstanding December 31, 2008	1,480		$	339,787

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the period ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$312,346	0.800%	Of the first $250 million
	0.775%	Of the next $750 million
	0.750%	On amounts in excess of $1.0 billion

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Van Eck Associates Corp. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Expense Agreement:

Pursuant to an expense agreement relating to each class of the Portfolio, MetLife Advisers has agreed, from October 31, 2008 to April 30, 2009, to waive a portion of its advisory fees or pay a portion of the other operating expenses (not including brokerage costs, interest, taxes, or extraordinary expenses) to the extent total operating expenses exceed stated annual expense limits (based on the Portfolio’s then current fiscal year). For the Portfolio, this subsidy, is subject to the obligation of each class of the Portfolio to repay MetLife Advisers in future years, if any, when a class’ expenses fall below the stated expense limit pertaining to that class that was in effect at the time of the subsidy in question. Such deferred expenses may be charged to a class in a subsequent year to the extent that the charge does not cause the total expenses in such subsequent year to exceed the class’ stated expense limit that was in effect at the time of the subsidy in question; provided, however, that no class of the Portfolio is obligated to repay any expense paid by MetLife Advisers more than five years after the end of the fiscal year in which such expense was incurred.

The expense limit (annual rate as a percentage of each class of the Portfolio’s net average daily net assets) in effect from October 31, 2008 to April 30, 2009 is 1.00% for Class A.

As of December 31, 2008, the amount of expenses deferred in 2008 subject to repayment until December 31, 2013 was $35,760.

5. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of

MSF-14

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

6. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-15

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Van Eck Global Natural Resources Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations, the statement of changes in net assets and the financial highlights for the period from October 31, 2008 (commencement of operations) through December 31, 2008. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Van Eck Global Natural Resources Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations, the changes in its net assets and the financial highlights for the period from October 31, 2008 (commencement of operations) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 20, 2009

MSF-16

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-17

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-18

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-19

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-20

Metropolitan Series Fund, Inc.

Van Eck Global Natural Resources Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

Certain Matters Relating to Van Eck Global Natural Resources Portfolio (the “Van Eck Portfolio”). At the August 13-14, 2008 Board meeting, the Board established the Van Eck Portfolio. The Board also approved the Van Eck Portfolio’s advisory agreement between the Fund, on behalf of the Van Eck Portfolio, and MetLife Advisers (the “Van Eck Advisory Agreement”) and the subadvisory agreement between MetLife Advisers and Van Eck Associates Corporation (“Van Eck”) (the “Van Eck Subadvisory Agreement,” and, together with the Van Eck Advisory Agreement, the “Van Eck Agreements”).

The Board met with representatives from Van Eck and received information regarding Van Eck’s future plans for the management of the Van Eck Portfolio. In making the determination to approve the Van Eck Agreements, the Board carefully considered those factors described above with respect to the continuation of the Continued Agreements, as relevant to both the Van Eck Advisory Agreement and Van Eck Subadvisory Agreement. In addition to these factors, the Board also considered as relevant the experience, investment style and investment performance history of Van Eck as portfolio manager.

Following such consideration, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, unanimously voted to approve the Van Eck Agreements, effective October 30, 2008 through October 29, 2010.

MSF-21

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-22

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. Western Asset Management Strategic Bond Opportunities Portfolio   Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Managed by Western Asset Management Company

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Western Asset Management Strategic Bond Opportunities Portfolio returned -15.0%, compared to its benchmark, the Barclays Capital U.S. Aggregate Bond Index¹, which returned 5.2%. The average return of its peer group, the Lipper Variable Insurance Products² General Bond Funds Universe, was -9.2% over the same period.

PORTFOLIO REVIEW

The Federal Reserve intensified its campaign against downside risks to growth in response to the deepening financial crisis. The TED³ spread surged beyond previous extreme levels, and without the provision of credit, investors began to question the durability of the underlying economy. The federal funds rate was reduced a cumulative 425 basis points (525 basis points for the cycle) to near 0% by year end; this essentially moved the Fed beyond its traditional form of stimulus. A number of new lending facilities, designed to meet the liquidity demands of financial intermediaries across the full banking spectrum, were implemented. The Fed and the Treasury recently announced plans to channel up to $600 billion directly to the mortgage market, and up to $200 billion directly to consumer and small business finance, including credit card, auto and student loans. Details emerged that much of this funding would be unsterilized and result in a major increase in the money supply. Yields on 30-year fixed-rate conventional mortgages declined roughly 1% as a result, to the lowest level on record. The Treasury allocated the first $250 billion of funds authorized under Troubled Asset Relief Program (TARP) by taking direct equity stakes in the U.S. banking system. Economic data was negative and third-quarter GDP contracted 0.5% on falling consumption expenditures. Consumer confidence fell as labor market conditions deteriorated and equity prices plunged. The unemployment rate increased 1.7% to 6.7%, though the U.S. dollar gained close to 6% against a trade-weighted basket of currencies. The dollar’s negative correlation with oil held strong as the price per barrel fell 54% after temporarily spiking in the summer. All in all, the period was the worst year for risk-taking in a quarter century. Spreads widened over 350 basis points on investment-grade issues and more than 1,100 basis points on high-yield issues. Mortgage-backed securities performed better, though even these government-backed securities underperformed Treasuries by 2.32% over the period. The S&P 500 Index lost 37% as volatility soared, marking 2008 as the worst year for equities since 1931.

A large overweight exposure to the mortgage-backed sector detracted from returns as volatility remained high and negative housing news continued to damage market sentiment. We had diversified into a number of non-agency issues that were particularly impacted and further detracted from performance due to rising defaults, uncertainty in that marketplace and a lack of liquidity. An emphasis on lower-quality credits and select financial issues was also a large negative as spreads soared in the wake of the subprime lending crisis, deteriorating liquidity conditions and slowing economic growth. Spreads widened to new all-time highs in mid March before partially recovering in April and May. These gains were given back later in the period, however, on deteriorating investor sentiment and poor earnings. The high-yield sector performed poorly on news of more ratings downgrades, rising defaults, and a volatile and declining stock market. A modest exposure to international bonds in other advanced economies had a negative impact as the flight-to-safety outside the U.S. was minimal relative to U.S. Treasury markets. A modest Treasury Inflation Protected Securities (TIPS) exposure had a negative impact as oil plunged to $40/barrel and inflation fears switched to deflation fears. On a positive note, a tactically-driven duration posture contributed modestly to returns as bond yields rallied over the year. A curve-steepening strategy had a positive impact on performance as the spread between 2- and 10-year yields widened.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ Barclays Capital U.S. Aggregate Bond Index (formerly, Lehman Brothers U.S. Aggregate Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations, most publicly issued investment grade corporate bonds and most bonds backed by mortgage pools of GNMA, FNMA and FHLMC. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

³ The TED spread is the difference between the 3 month LIBOR and the 3 month U.S. Treasury Bill rate. It is used as a measure of the risk premium of lending to a bank vs. lending to the U.S. government.

MSF-2

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

A $10,000 INVESTMENT COMPARED TO THE

BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX

Average Annual Returns as of December 31, 2008

	Western Asset Management Strategic Bond Opportunities Portfolio						Barclays Capital U.S. Aggregate Bond Index
	Class A		Class B		Class E
1 Year	-15.0	%	-15.2	%	-15.1	%	5.2	%
5 Year	0.4		0.1		0.2		4.7
10 Year	3.9		—		—		5.6
Since Inception	—		3.4		3.4		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 10/31/94, 7/30/02 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Federal National Mortgage Association	18.6%
U.S. Treasury Bonds	5.7%
Government National Mortgage Association	4.5%
Ford Motor Credit Co., LLC	2.0%
Federal Home Loan Mortgage Corp.	1.9%
WaMu Mortgage Pass-Through Certificates	1.6%
GMAC, LLC	1.5%
Bear Stearns Structured Products, Inc. (144A)	1.4%
Prime Mortgage Trust	1.4%
Bear Stearns Asset Backed Securities Trust	1.4%

Top Sectors

	% of Total Market Value
Residential Mortgage-Backed	35.0%
High Yield	27.7%
Investment Grade	24.4%
Government	5.2%
Commercial Mortgage-Backed	2.9%
Index-Linked	2.7%
Asset Backed	1.1%
Cash Equivalents	1.0%
Emerging Markets	0.0%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Western Asset Mgt. Strategic Bond Opportunities—Class A	Actual	0.65	%	$	1,000.00	$	873.94	$	3.06
	Hypothetical	0.65	%	$	1,000.00	$	1,021.83	$	3.30
Western Asset Mgt. Strategic Bond Opportunities—Class B	Actual	0.90	%	$	1,000.00	$	872.67	$	4.24
	Hypothetical	0.90	%	$	1,000.00	$	1,020.56	$	4.57
Western Asset Mgt. Strategic Bond Opportunities—Class E	Actual	0.80	%	$	1,000.00	$	873.62	$	3.77
	Hypothetical	0.80	%	$	1,000.00	$	1,021.07	$	4.06

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—106.1% of Total Net Assets

Security Description	Face Amount		Value*
Aerospace & Defense—0.6%
DRS Technologies, Inc. 6.625%, 02/01/16	$	375,000	$	375,000
L-3 Communications Corp. 6.375%, 10/15/15		3,845,000		3,595,075
7.625%, 06/15/12		400,000		391,000
Sequa Corp. (144A) 11.750%, 12/01/15		660,000		250,800
13.500%, 12/01/15		705,301		229,223
				4,841,098
Airlines—0.3%
Delta Airlines, Inc. 6.821%, 08/10/22		934,936		542,721
Northwest Airlines, Inc. 4.030%, 05/20/14 (a)		2,294,859		1,606,401
				2,149,122
Asset Backed—5.2%
ACE Securities Corp. 0.601%, 02/25/31 (a)		2,046,745		1,478,533
Amortizing Residential Collateral Trust 2.271%, 08/25/32 (a)		109,629		51,690
Asset Backed Securities Corp. 4.045%, 04/15/33 (a)		54,319		26,919
Bear Stearns Asset Backed Securities Trust 0.841%, 01/25/34 (a)		101,022		72,755
1.721%, 08/25/37 (a)		3,548,224		3,017,303
6.000%, 10/25/36		5,517,442		3,607,452
6.500%, 10/25/36		5,312,128		4,203,991
Conseco Financial Corp. 7.070%, 01/15/29		310,309		263,348
Countrywide Asset Backed Certificates 1.721%, 06/25/34 (a)		262,572		108,189
Countrywide Home Equity Loan Trust 1.335%, 12/25/31 (a)		2,465,582		991,001
Ellington Loan Acquisition Trust (144A) 1.471%, 05/25/37 (a)		3,675,435		3,197,787
2.645%, 05/25/37 (a)		4,400,000		2,255,376
EMC Mortgage Loan Trust (144A) 0.921%, 05/25/43 (a)		2,654,220		2,208,285
1.171%, 01/25/41 (a)		700,000		330,337
GMAC Mortgage Corp. Loan Trust 0.681%, 11/25/36 (a)		9,126,220		2,400,763
GSAMP Trust 0.561%, 07/05/36 (a)		1,065,508		402,473
GSAMP Trust (144A) 0.581%, 05/25/36 (a)		1,736,431		1,441,220
GSRPM Mortgage Loan Trust (144A) 0.771%, 03/25/35 (a)		2,084,871		1,396,926
Indymac Seconds Asset Backed Trust 0.601%, 06/25/36 (a)		2,862,169		485,265
Lehman XS Trust 0.591%, 06/25/37 (a)		1,974,189		1,435,369
Long Beach Mortgage Loan Trust 0.611%, 11/25/35 (a)		219,740		216,139
1.028%, 01/21/31 (a)		48,404		41,575

Security Description	Face Amount		Value*
Asset Backed—(Continued)
Mid-State Trust 7.340%, 07/01/35	$	499,244	$	489,966
Morgan Stanley Mortgage Loan Trust 0.621%, 03/25/36 (a)		1,697,836		399,317
Nelnet Student Loan Trust 5.015%, 04/25/24 (a)		1,680,000		1,361,025
RAAC Series (144A) 0.721%, 08/25/35 (a)		2,221,030		1,610,383
SACO I, Inc. 0.601%, 06/25/36 (a)		2,614,301		434,708
Sail Net Interest Margin Notes (144A) 5.500%, 03/27/34 (b) (h)		35,690		0
7.750%, 04/27/33 (b) (h)		783		0
SLM Student Loan Trust 3.525%, 07/25/17 (a)		1,857,415		1,801,378
Structured Asset Securities Corp. 0.721%, 11/25/37 (a)		2,426,424		1,893,860
Structured Asset Securities Corp. (144A) 0.581%, 02/25/36 (a) (c)		1,967,877		257,140
Washington Mutual Master Note Trust (144A) 1.225%, 09/16/13 (a)		4,150,000		3,632,812
				41,513,285
Auto Components—0.4%
Allison Transmission (144A) 11.000%, 11/01/15 (d)		200,000		98,000
11.250%, 11/01/15		3,900,000		1,540,500
Keystone Automotive Operations, Inc. 9.750%, 11/01/13 (d)		775,000		294,500
Visteon Corp. 8.250%, 08/01/10 (d)		971,000		301,010
12.250%, 12/31/16 (d)		2,508,000		601,920
				2,835,930
Automobiles—0.4%
Ford Motor Co. 6.625%, 10/01/28		135,000		29,700
7.450%, 07/16/31 (d)		5,045,000		1,412,600
8.900%, 01/15/32		105,000		25,200
General Motors Corp. 8.250%, 07/15/23 (d)		685,000		113,025
8.375%, 07/15/33 (d)		10,580,000		1,851,500
				3,432,025
Beverages—0.2%
PepsiCo, Inc. 7.900%, 11/01/18		1,550,000		1,899,753
Building Products—0.8%
AMH Holdings, Inc. 11.500%, 03/01/14 (d) (e)		1,165,000		646,575
Associated Materials, Inc. 9.750%, 04/15/12 (d)		5,830,000		4,591,125
Nortek, Inc. 8.500%, 09/01/14		3,860,000		887,800
				6,125,500

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Capital Markets—0.7%
Lehman Brothers Holdings, Inc. 6.750%, 12/28/17 (c)	$	2,890,000	$	289
Morgan Stanley 5.625%, 01/09/12		1,290,000		1,223,316
5.824%, 10/18/16 (a)		490,000		337,146
The Bear Stearns Cos., LLC 6.400%, 10/02/17		470,000		488,414
7.250%, 02/01/18		2,300,000		2,520,469
The Goldman Sachs Group, Inc. 4.500%, 06/15/10 (d)		1,110,000		1,093,782
				5,663,416
Chemicals—0.1%
Georgia Gulf Corp. 9.500%, 10/15/14 (d)		320,000		96,000
10.750%, 10/15/16		1,770,000		424,800
Key Plastics, LLC (144A) 10.250%, 03/15/17 (h)		250,000		250
LyondellBasell Industries AF SCA (144A) 8.375%, 08/15/15		1,630,000		40,750
				561,800
Collateralized-Mortgage Obligation—13.0%
American Home Mortgage Investment Trust 5.294%, 06/25/45		3,434,461		1,606,739
Banc of America Funding Corp. 0.678%, 05/20/36 (a)		1,439,568		963,289
Banc of America Mortgage Securities, Inc. 4.805%, 09/25/35 (a)		4,350,149		3,238,731
5.169%, 12/25/34 (a)		10,507,953		7,603,076
Bear Stearns Adjustable Rate Mortgage Trust 4.650%, 10/25/35 (a)		2,700,000		1,301,145
Bear Stearns Structured Products, Inc. (144A) 1.071%, 09/25/37 (a)		11,259,480		10,949,619
Citigroup Mortgage Loan Trust, Inc. 5.528%, 12/25/35 (a)		5,625,404		2,745,182
Countrywide Alternative Loan Trust 0.671%, 05/25/36 (a)		2,657,119		1,072,418
0.708%, 07/25/36 (a)		3,855,062		1,337,124
0.801%, 11/20/35 (a)		4,833,973		2,416,407
Crusade Global Trust 2.038%, 09/18/34 (a)		449,069		434,513
Greenpoint Mortgage Funding Trust 0.551%, 03/25/37 (a)		5,757,108		2,906,682
GSMPS Mortgage Loan Trust (144A) 0.821%, 01/25/35 (a)		1,544,449		1,227,694
GSR Mortgage Loan Trust 5.181%, 01/25/36 (a)		3,438,260		2,664,196
5.276%, 10/25/35 (a)		771,499		451,190
Harborview Mortgage Loan Trust 0.801%, 06/25/37 (a)		7,113,734		2,986,060
0.831%, 01/19/36 (a)		2,275,384		1,049,743
1.471%, 08/19/37 (a)		7,104,535		2,732,862

Security Description	Face Amount		Value*
Collateralized-Mortgage Obligation—(Continued)
Impac Secured Assets CMN Owner Trust 0.821%, 08/25/36 (a)	$	527,341	$	279,066
5.400%, 03/25/36 (a)		2,519,720		1,168,993
Indymac INDA Mortgage Loan Trust 6.176%, 11/25/37 (a)		3,644,089		2,246,545
Indymac Index Mortgage Loan Trust 5.178%, 01/25/35 (a)		1,440,605		745,157
5.707%, 03/25/35 (a)		1,300,527		628,025
5.940%, 08/25/37 (a)		5,619,832		2,281,601
Lehman XS Trust 0.601%, 06/25/37 (a)		5,679,938		4,114,427
Luminent Mortgage Trust 0.661%, 05/25/46 (a)		3,107,639		1,377,072
MASTR Seasoned Securities Trust 5.734%, 10/25/32 (a)		658,218		455,125
Merit Securities Corp. (144A) 1.971%, 09/28/32 (a)		673,793		470,606
Merrill Lynch Mortgage Investors, Inc. 5.035%, 05/25/34 (a)		1,134,629		823,214
Morgan Stanley Mortgage Loan Trust 0.791%, 01/25/35 (a)		1,969,023		938,977
5.459%, 06/26/36 (a)		3,099,781		1,860,892
Novastar Mortgage-Backed Notes 0.661%, 06/25/36 (a)		2,989,508		1,240,227
Prime Mortgage Trust (144A) 6.000%, 05/25/35		1,252,853		971,387
6.000%, 11/25/36		5,180,418		3,254,701
Prime Mortgage Trust (Class 1) (144A) 5.500%, 05/25/35		2,785,737		2,150,088
Prime Mortgage Trust (Class 2) (144A) 5.500%, 05/25/35		7,289,485		4,560,666
RBSGC Mortgage Pass Through Certificates 0.921%, 01/25/37 (a)		3,241,092		1,640,452
Structured Adjustable Rate Mortgage Loan Trust 5.193%, 01/25/35 (a)		1,813,615		1,058,834
5.642%, 09/25/35 (a)		2,880,987		1,426,705
Structured Asset Mortgage Investments, Inc. 5.648%, 08/25/35 (a)		251,749		126,317
Thornburg Mortgage Securities Trust 0.641%, 01/25/46 (a)		2,138,039		2,129,885
WaMu Mortgage Pass-Through Certificates 0.741%, 12/25/45 (a)		4,682,092		2,175,910
0.751%, 11/25/45 (a)		3,323,079		1,632,154
0.761%, 07/25/45 (a)		62,527		29,018
0.761%, 10/25/45 (a)		1,935,100		1,056,905
5.347%, 08/25/36 (a)		6,448,867		3,689,657
5.506%, 04/25/37 (a)		2,737,516		1,915,747
5.647%, 03/25/37 (a)		3,043,843		1,524,616
5.929%, 09/25/36 (a)		1,679,120		970,887
Wells Fargo Mortgage Backed Securities Trust 4.542%, 02/25/35 (a)		4,959,679		3,123,310
4.671%, 06/25/35 (a)		419,726		322,169
5.240%, 05/25/36 (a)		1,180,896		855,262
Zuni Mortgage Loan Trust 0.601%, 06/25/36 (a)		2,138,571		2,027,240
				102,958,507

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Commercial & Professional Services—0.5%
Allied Waste North America, Inc. 7.875%, 04/15/13	$	75,000	$	71,250
Corrections Corp. of America 6.250%, 03/15/13		150,000		139,500
6.750%, 01/31/14		275,000		256,438
DynCorp International 9.500%, 02/15/13		730,000		636,012
Interface, Inc. 10.375%, 02/01/10		650,000		643,500
Safety-Kleen Services, Inc. 9.250%, 06/01/08 (b) (c) (h)		250,000		0
U.S. Investigations Services, Inc. (144A) 11.750%, 05/01/16		1,440,000		907,200
Waste Management, Inc. 6.375%, 11/15/12		1,290,000		1,202,961
				3,856,861
Commercial Banks—1.2%
Capital One Bank USA, N.A. 5.750%, 09/15/10		50,000		48,528
Glitnir Banki Hf (144A) 6.330%, 07/28/11 (c)		720,000		34,200
6.693%, 06/15/16 (c)		1,400,000		210
HSBK Europe BV (144A) 9.250%, 10/16/13		1,690,000		1,233,700
ICICI Bank, Ltd. 6.375%, 04/30/22 (a) (d)		939,000		416,766
ICICI Bank, Ltd. (144A) 6.375%, 04/30/22 (a)		1,364,000		716,253
Kaupthing Bank Hf (144A) 5.750%, 10/04/11 (c)		350,000		21,000
7.125%, 05/19/16 (c)		450,000		3,375
7.625%, 02/28/15 (c) (h)		5,920,000		355,200
Landsbanki Islands Hf (144A) 6.100%, 08/25/11 (c)		2,000,000		35,000
Royal Bank of Scotland Group, Plc. 7.640%, 03/31/49 (a)		500,000		199,142
Royal Bank of Scotland Group, Plc. (144A) 6.990%, 10/29/49 (a)		790,000		369,353
Santander Issuances S.A. Unipersonal (144A) 5.805%, 06/20/16 (a)		1,180,000		1,061,589
TuranAlem Finance BV 8.250%, 01/22/37		1,620,000		696,600
TuranAlem Finance BV (144A) 8.250%, 01/22/37		2,490,000		1,070,700
Wachovia Corp. 5.250%, 08/01/14		3,110,000		2,897,009
				9,158,625
Commercial Mortgage-Backed Securities—2.9%
Commercial Mortgage Asset Trust 7.350%, 01/17/32		475,000		417,839
Commercial Mortgage Pass-Through Certificates (144A) 5.447%, 07/16/34		563,997		543,102

Security Description	Face Amount		Value*
Commercial Mortgage-Backed Securities—(Continued)
Credit Suisse Mortgage Capital Certificates 5.552%, 02/15/39 (a)	$	3,270,000	$	2,655,048
First Union National Bank Commercial Mortgage 0.562%, 05/17/32 (a) (f)		10,473,000		102,883
JPMorgan Chase Commercial Mortgage Securities Corp. 5.814%, 06/12/43		4,960,000		3,816,136
LB-UBS Commercial Mortgage Trust 5.430%, 02/15/40		7,970,000		5,728,074
Merrill Lynch Mortgage Trust 5.657%, 05/12/39 (a)		1,890,000		1,539,212
Merrill Lynch/Countrywide Commercial Mortgage Trust 5.485%, 03/12/51 (a)		2,070,000		1,425,158
5.749%, 06/12/50 (a)		6,940,000		4,926,928
Morgan Stanley Capital I 5.692%, 04/15/49		2,240,000		1,681,014
				22,835,394
Communications Equipment—0.3%
Intelsat Corp. (144A) 9.250%, 08/15/14		2,000,000		1,860,000
Intelsat Jackson Holdings, Ltd. 11.250%, 06/15/16 (d)		500,000		455,000
				2,315,000
Construction & Engineering—0.4%
K. Hovnanian Enterprises, Inc. 11.500%, 05/01/13		3,895,000		2,960,200
Consumer Finance—0.7%
American Express Co. 6.800%, 09/01/66 (a)		3,550,000		1,837,661
SLM Corp. 5.000%, 10/01/13		1,565,000		1,119,789
5.000%, 04/15/15		60,000		38,064
5.050%, 11/14/14		310,000		206,302
5.375%, 05/15/14		2,955,000		1,994,253
5.625%, 08/01/33		295,000		178,960
				5,375,029
Containers & Packaging—0.1%
Graham Packaging Co., Inc. 8.500%, 10/15/12		280,000		199,500
Graphic Packaging International, Inc. 9.500%, 08/15/13 (d)		260,000		179,400
Plastipak Holdings, Inc. (144A) 8.500%, 12/15/15		200,000		134,000
Radnor Holdings Corp. 11.000%, 03/15/10 (c)		175,000		219
				513,119

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Diversified Consumer Services—0.0%
Service Corp. International 7.500%, 04/01/27	$	330,000	$	211,200
7.625%, 10/01/18		125,000		92,500
				303,700
Diversified Financial Services—13.1%
AGFC Capital Trust I (144A) 6.000%, 01/15/67 (a)		815,000		194,660
Aiful Corp. (144A) 5.000%, 08/10/10		800,000		439,839
American General Finance Corp. 6.900%, 12/15/17		610,000		263,992
Anadarko Finance Co. 7.500%, 05/01/31		1,500,000		1,326,415
BAC Capital Trust XIV 5.630%, 12/31/49 (a) (d)		2,520,000		1,009,653
Bank of America Corp. 5.420%, 03/15/17		1,700,000		1,511,084
8.000%, 12/29/49 (a) (d)		1,610,000		1,158,054
BP Capital Markets, Plc. 5.250%, 11/07/13		2,780,000		2,902,142
Caterpillar Financial Services Corp. 6.200%, 09/30/13		2,290,000		2,360,800
Citigroup, Inc. 5.000%, 09/15/14		3,650,000		3,210,474
6.500%, 08/19/13		2,990,000		3,017,167
6.875%, 03/05/38		2,720,000		3,095,053
Credit Suisse Guernsey, Ltd. 5.860%, 05/29/49 (a)		500,000		233,367
Deutsche Telekom International Finance BV 5.750%, 03/23/16 (d)		820,000		784,935
Devon Financing Corp. 6.875%, 09/30/11		3,680,000		3,713,712
Diageo Capital, Plc. 7.375%, 01/15/14		3,230,000		3,440,761
El Paso Performance-Linked Trust (144A) 7.750%, 07/15/11		1,940,000		1,679,555
FMC Finance III S.A. 6.875%, 07/15/17		750,000		701,250
Ford Motor Credit Co., LLC 7.246%, 06/15/11 (a) (d)		904,000		596,640
7.375%, 10/28/09		5,150,000		4,522,838
7.800%, 06/01/12 (d)		10,000,000		7,015,743
7.875%, 06/15/10		1,975,000		1,580,355
12.000%, 05/15/15		3,010,000		2,247,745
Gaz Capital for Gazprom (144A) 8.625%, 04/28/34		800,000		640,000
Gaz Capital S.A. (144A) 6.510%, 03/07/22		1,130,000		672,350
General Electric Capital Corp. 6.375%, 11/15/67 (a) (d)		6,110,000		3,840,557
GMAC, LLC 5.625%, 05/15/09 (c) (d)		1,410,000		1,354,962
5.850%, 01/14/09 (c) (d)		370,000		367,589
6.625%, 05/15/12		3,223,000		2,510,137

Security Description	Face Amount		Value*
Diversified Financial Services—(Continued)
GMAC, LLC 6.750%, 12/01/14	$	411,000	$	282,678
6.875%, 09/15/11 (c)		7,171,103		5,874,998
7.250%, 03/02/11 (c)		25,000		21,495
7.500%, 12/31/13 (c)		748,000		546,040
8.000%, 12/31/18 (c)		632,000		316,000
8.000%, 11/01/31 (c)		1,013,000		603,221
Goldman Sachs Capital II 5.793%, 12/29/49 (a)		3,880,000		1,491,561
Hawker Beechcraft Acquisition Co., LLC. 8.875%, 04/01/15 (d)		5,420,000		1,842,800
HSBC Finance Capital Trust IX 5.911%, 11/30/35 (a)		50,000		20,920
ILFC E-Capital Trust II (144A) 6.250%, 12/21/65 (a)		330,000		137,812
Intergas Finance BV (144A) 6.375%, 05/14/17		2,450,000		1,421,000
International Lease Finance Corp. 5.875%, 05/01/13		50,000		33,380
John Deere Capital Corp. 5.100%, 01/15/13 (d)		2,000,000		1,967,724
JPMorgan Chase & Co. 5.125%, 09/15/14		2,740,000		2,655,274
5.150%, 10/01/15		1,430,000		1,350,288
6.125%, 06/27/17		1,130,000		1,112,058
6.625%, 03/15/12		70,000		71,708
KAC Aquisition Co. (144A) Zero Coupon, 04/26/26 (b) (h)		3,316		0
KazMunaiGaz Finance Sub BV (144A) 8.375%, 07/02/13		2,500,000		1,950,000
Lehman Brothers Holdings Capital Trust VII 5.857%, 11/29/49 (a) (c)		3,780,000		378
Lehman Brothers Holdings E-Capital Trust I 3.850%, 08/19/65 (a) (c)		1,080,000		108
Leucadia National Corp. 8.125%, 09/15/15		520,000		417,300
Level 3 Financing, Inc. 9.250%, 11/01/14 (d)		4,015,000		2,328,700
Petrobras International Finance Co. 6.125%, 10/06/16		1,190,000		1,160,250
Resona Preferred Global Securities Cayman, Ltd. (144A) 7.191%, 12/29/49 (a)		770,000		366,588
Rio Tinto Finance USA, Ltd. 6.500%, 07/15/18		2,160,000		1,583,649
RSHB Capital S.A. for OJSC Russian Agricultural Bank (144A) 6.299%, 05/15/17		570,000		324,900
Shinsei Finance Cayman, Ltd. (144A) 6.418%, 01/29/49 (a)		1,100,000		230,067
Sprint Capital Corp. 6.900%, 05/01/19		30,000		21,300
8.375%, 03/15/12		1,725,000		1,380,000
8.750%, 03/15/32		160,000		108,000
SunTrust Capital VIII 6.100%, 12/01/66 (a)		650,000		457,606

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Diversified Financial Services—(Continued)
Telecom Italia Capital S.A. 6.999%, 06/04/18 (d)	$	560,000	$	454,300
TNK-BP Finance S.A. 7.500%, 07/18/16		108,000		56,160
TNK-BP Finance S.A. (144A) 6.625%, 03/20/17		670,000		321,600
7.500%, 07/18/16		1,080,000		561,600
7.875%, 03/13/18		2,440,000		1,220,000
Tyco International Finance S.A. 6.000%, 11/15/13		2,660,000		2,495,918
VIP Finance Ireland, Ltd. for OJSC Vimpel Communications (144A) 8.375%, 04/30/13		1,950,000		1,248,000
Virgin Media Finance, Plc. 9.125%, 08/15/16		7,780,000		5,757,200
Wells Fargo Capital X 5.950%, 12/15/36		930,000		797,055
Wells Fargo Capital XV 9.750%, 12/31/49 (a) (d)		3,300,000		3,333,000
Wind Acquisition Finance S.A. (144A) 10.750%, 12/01/15		960,000		825,600
				103,540,065
Diversified Telecommunication Services—2.8%
AT&T, Inc. 5.500%, 02/01/18		2,570,000		2,597,306
Embarq Corp. 6.738%, 06/01/13		3,550,000		2,999,750
Frontier Communications Corp. 7.125%, 03/15/19		165,000		110,550
7.875%, 01/15/27		250,000		145,000
Nordic Telephone Co. Holdings ApS (144A) 8.875%, 05/01/16		1,070,000		749,000
Qwest Communications International, Inc. (Series B) 7.500%, 02/15/14		4,613,000		3,298,295
Royal KPN NV 8.000%, 10/01/10		990,000		999,111
Telecom Italia Capital S.A. 5.250%, 10/01/15		2,100,000		1,598,625
Verizon Communications, Inc. 5.500%, 02/15/18		970,000		932,990
8.950%, 03/01/39		1,910,000		2,467,128
Verizon Florida, LLC 6.125%, 01/15/13 (d)		70,000		66,714
Verizon New York, Inc. 6.875%, 04/01/12 (d)		1,820,000		1,810,811
Windstream Corp. 8.625%, 08/01/16		4,560,000		4,035,600
				21,810,880
Electric Utilities—2.5%
Duke Energy Carolinas, LLC 5.625%, 11/30/12		370,000		376,810
Edison Mission Energy 7.000%, 05/15/17 (d)		390,000		339,300
7.200%, 05/15/19		5,780,000		4,739,600

Security Description	Face Amount		Value*
Electric Utilities—(Continued)
Edison Mission Energy 7.625%, 05/15/27	$	190,000	$	147,250
Energy Future Holdings Corp. 5.550%, 11/15/14		420,000		196,236
Energy Future Holdings Corp. (144A) 11.250%, 11/01/17		18,230,000		8,841,550
Exelon Corp. 5.625%, 06/15/35		595,000		375,601
FirstEnergy Corp. 6.450%, 11/15/11		770,000		727,847
7.375%, 11/15/31		1,645,000		1,556,196
Mirant Mid-Atlantic Pass Through Trust 9.125%, 06/30/17		2,692,529		2,423,276
				19,723,666
Electronic Equipment, Instruments & Components—0.0%
NXP BV 9.500%, 10/15/15		115,000		21,850
Energy Equipment & Services—1.0%
Baker Hughes, Inc. 7.500%, 11/15/18		2,070,000		2,294,922
Cie Generale de Geophysique-Veritas 7.500%, 05/15/15		115,000		71,300
7.750%, 05/15/17		480,000		278,400
Kinder Morgan Energy Partners, L.P. 5.850%, 09/15/12		190,000		174,002
6.000%, 02/01/17		1,410,000		1,224,127
6.300%, 02/01/09		200,000		199,807
6.750%, 03/15/11		680,000		661,396
6.950%, 01/15/38		2,600,000		2,102,742
7.125%, 03/15/12		20,000		19,316
Pride International, Inc. 7.375%, 07/15/14		700,000		651,000
Transocean, Inc. 5.250%, 03/15/13		320,000		297,215
				7,974,227
Federal Agencies—26.5%
Farmer Mac Guaranteed Notes Trust 5.125%, 04/19/17		3,400,000		3,837,308
Federal Home Loan Bank 5.000%, 12/21/15		3,660,000		4,099,284
5.500%, 07/15/36		2,690,000		3,447,318
Federal Home Loan Mortgage Corp. 5.000%, 12/01/34		132,798		135,937
5.500%, 10/01/35		1,398,040		1,432,832
5.500%, 07/01/37		1,826,286		1,871,347
5.500%, 12/01/37		3,620,021		3,709,412
5.776%, 02/01/37 (a)		1,157,379		1,183,678
5.932%, 05/01/37 (a)		2,903,281		2,973,939
6.000%, TBA		3,800,000		3,914,000
11.565%, 06/15/21 (a) (f)		67		1,468
Federal National Mortgage Association 5.000%, 08/01/34		317,548		324,855

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 5.000%, 03/01/35	$	272,067	$	278,327
5.000%, 05/01/35		717,598		733,662
5.000%, 06/01/35		11,959,868		12,235,081
5.000%, 08/01/35		220,573		225,511
5.000%, 02/01/36		14,882,927		15,216,102
5.000%, 07/01/38		9,896,238		10,114,687
5.000%, TBA		56,800,000		57,989,278
5.129%, 10/01/35 (a)		952,159		957,387
5.500%, 04/01/36		8,156,584		8,198,480
5.500%, 11/01/36		4,058,218		4,164,919
5.500%, 01/01/37		6,451,815		6,621,450
5.500%, 08/01/37		2,669,700		2,739,893
6.000%, 10/01/36		13,049,880		13,450,087
6.000%, 07/01/37		905,670		933,394
6.000%, 09/01/37		674,306		694,948
6.000%, TBA		2,200,000		2,270,625
6.500%, 03/01/26		14,989		15,696
6.500%, 03/01/36		821,361		854,087
6.500%, 08/01/36		868,239		902,833
6.500%, 10/01/36		523,504		544,362
6.500%, 12/01/36		598,369		622,211
6.500%, 05/01/37		945,017		982,616
6.500%, 07/01/37		947,659		985,364
6.500%, 08/01/37		455,994		474,137
6.500%, 09/01/37		1,927,602		2,004,297
6.500%, 10/01/37		2,554,663		2,656,307
7.000%, 05/01/26		3,368		3,568
7.500%, 12/01/29		3,969		4,208
7.500%, 06/01/30		6,321		6,692
7.500%, 08/01/30		1,149		1,216
7.500%, 11/01/30		26,723		28,292
7.500%, 02/01/31		1,891		2,002
8.000%, 08/01/27		4,439		4,705
8.000%, 01/01/31		121,120		128,132
8.500%, 08/01/19		84,665		90,811
10.400%, 04/25/19		2,808		3,037
Government National Mortgage Association 5.000%, TBA		13,600,000		13,940,000
5.500%, TBA		9,800,000		10,078,687
6.000%, TBA		11,000,000		11,340,465
				209,428,934
Food & Staples Retailing—0.4%
CVS Pass-Through Trust (144A) 6.943%, 01/10/30		2,091,891		1,315,318
Dollar General Corp. 11.875%, 07/15/17 (d)		2,115,000		1,808,325
Safeway, Inc. 7.250%, 02/01/31 (d)		50,000		55,491
				3,179,134

Security Description	Face Amount		Value*
Food Products—0.4%
Alliance One International, Inc. 11.000%, 05/15/12	$	1,480,000	$	1,228,400
Dole Food Co., Inc. 7.250%, 06/15/10 (d)		2,535,000		1,768,162
8.875%, 03/15/11		150,000		93,750
				3,090,312
Foreign Government—0.6%
Mexico Government International Bond 5.625%, 01/15/17 (d)		1,260,000		1,260,000
5.875%, 01/15/14		760,000		777,100
6.750%, 09/27/34		851,000		897,805
10.375%, 02/17/09		238,000		239,190
Region of Lombardy Italy 5.804%, 10/25/32		925,000		1,148,942
Russian Federation 11.000%, 07/24/18		590,000		698,649
				5,021,686
Gas Utilities—0.2%
El Paso Natural Gas Co. 8.375%, 06/15/32		590,000		509,106
Suburban Propane Partners, L.P. 6.875%, 12/15/13		1,682,000		1,379,240
				1,888,346
Government Agency—0.9%
Tennessee Valley Authority 5.980%, 04/01/36		2,320,000		3,011,360
Virginia Housing Development Authority 6.000%, 06/25/34		3,858,904		3,763,512
				6,774,872
Health Care Providers & Services—2.9%
Community Health Systems, Inc. 8.875%, 07/15/15 (d)		965,000		887,800
DaVita, Inc. 6.625%, 03/15/13		405,000		384,750
HCA, Inc. 6.250%, 02/15/13		1,143,000		714,375
6.375%, 01/15/15		4,595,000		2,802,950
9.125%, 11/15/14		90,000		83,475
9.250%, 11/15/16		690,000		633,075
9.625%, 11/15/16 (d)		6,651,000		5,187,780
Humana, Inc. 7.200%, 06/15/18		540,000		434,262
Tenet Healthcare Corp. 6.500%, 06/01/12		2,595,000		1,972,200
6.875%, 11/15/31		95,000		39,900
7.375%, 02/01/13		325,000		231,562
9.250%, 02/01/15 (d)		4,545,000		3,658,725
9.875%, 07/01/14		1,280,000		1,030,400

*See accompanying notes to financial statements.

MSF-10

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Health Care Providers & Services—(Continued)
U.S. Oncology Holdings, Inc. 8.334%, 03/15/12 (a)	$	5,175,000	$	3,260,250
Vanguard Health Holdings Co. I, LLC 11.250%, 10/01/15 (d) (e)		900,000		706,500
Vanguard Health Holdings Co. II, LLC 9.000%, 10/01/14		580,000		484,300
WellPoint, Inc. 5.875%, 06/15/17		130,000		118,318
				22,630,622
Hotels, Restaurants & Leisure—0.6%
Boyd Gaming Corp. 6.750%, 04/15/14 (d)		100,000		63,000
Caesars Entertainment, Inc. 8.125%, 05/15/11 (d)		6,070,000		2,974,300
Carrols Corp. 9.000%, 01/15/13 (d)		205,000		138,375
Inn of the Mountain Gods Resort & Casino 12.000%, 11/15/10		1,025,000		338,250
MGM MIRAGE 6.750%, 09/01/12 (d)		320,000		224,000
7.625%, 01/15/17 (d)		385,000		248,325
Station Casinos, Inc. 6.500%, 02/01/14 (d)		125,000		7,187
7.750%, 08/15/16 (d)		2,870,000		545,300
Turning Stone Resort Casino Enterprise (144A) 9.125%, 12/15/10		275,000		231,000
				4,769,737
Household Durables—0.5%
Norcraft Cos., L.P. 9.000%, 11/01/11		4,635,000		3,939,750
Norcraft Holdings, L.P. 0/9.750%, 09/01/12 (e)		225,000		167,625
				4,107,375
Independent Power Producers & Energy Traders—2.0%
Mirant North America, LLC 7.375%, 12/31/13		400,000		384,000
NRG Energy, Inc. 7.250%, 02/01/14 (d)		155,000		144,925
7.375%, 02/01/16 (d)		8,790,000		8,174,700
SemGroup, L.P. (144A) 8.750%, 11/15/15 (c)		1,125,000		39,375
The AES Corp. 7.750%, 03/01/14		35,000		30,800
7.750%, 10/15/15		520,000		436,800
8.000%, 10/15/17 (d)		6,850,000		5,617,000
8.875%, 02/15/11		150,000		140,250
9.375%, 09/15/10 (d)		403,000		382,850
The AES Corp. (144A) 8.000%, 06/01/20		620,000		480,500
				15,831,200

Security Description	Face Amount		Value*
Industrial Conglomerates—0.3%
Corporacion Andina de Fomento 6.875%, 03/15/12	$	2,900,000	$	2,805,515
Insurance—0.6%
American International Group, Inc. 5.850%, 01/16/18		350,000		234,600
6.250%, 03/15/37 (d)		760,000		284,067
American International Group, Inc. (144A) 8.250%, 08/15/18		1,930,000		1,412,603
The Travelers Cos., Inc. 6.250%, 03/15/67 (a)		4,400,000		2,882,163
				4,813,433
Internet Software & Services—0.0%
Expedia, Inc. (144A) 8.500%, 07/01/16		140,000		104,300
IT Services—0.6%
Electronic Data Systems Corp. 7.125%, 10/15/09		1,270,000		1,291,114
First Data Corp. 9.875%, 09/24/15 (d)		1,000,000		605,000
SunGard Data Systems, Inc. 10.250%, 08/15/15		4,120,000		2,719,200
				4,615,314
Leisure Equipment & Products—0.0%
Seneca Gaming Corp. 7.250%, 05/01/12		225,000		181,125
Marine—0.1%
Overseas Shipholding Group, Inc. 7.500%, 02/15/24		340,000		226,100
Teekay Corp. 8.875%, 07/15/11		650,000		549,250
				775,350
Media—3.9%
Affinion Group, Inc. 10.125%, 10/15/13		500,000		365,000
11.500%, 10/15/15		1,060,000		637,325
Cablevision Systems Corp 8.000%, 04/15/12		1,210,000		1,076,900
CCH I, LLC 11.000%, 10/01/15 (d)		2,984,000		522,200
Cengage Learning Aquisitions, Inc. (144A) 10.500%, 01/15/15		4,190,000		1,717,900
Charter Communications Operating, LLC (144A) 8.000%, 04/30/12		1,560,000		1,279,200
10.875%, 09/15/14		9,995,000		7,996,000
Clear Channel Communications, Inc. 6.250%, 03/15/11 (d)		1,130,000		339,000
Comcast Cable Communications Holdings, Inc. 8.375%, 03/15/13		50,000		51,726

*See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Media—(Continued)
Comcast Cable Communications, LLC 8.875%, 05/01/17	$	600,000	$	640,712
Comcast Corp. 5.875%, 02/15/18		170,000		161,092
6.500%, 01/15/15		1,890,000		1,857,740
6.500%, 01/15/17 (d)		130,000		128,403
CSC Holdings, Inc. 6.750%, 04/15/12 (d)		350,000		320,250
8.125%, 08/15/09		200,000		199,000
CSC Holdings, Inc. (144A) 8.500%, 06/15/15		2,375,000		2,090,000
Dex Media West, LLC 8.500%, 08/15/10		3,240,000		1,960,200
9.875%, 08/15/13		267,000		63,413
Dex Media, Inc. 9.000%, 11/15/13 (c)		295,000		54,575
DirecTV Holdings, LLC 8.375%, 03/15/13 (d)		162,000		161,190
EchoStar DBS Corp. 6.625%, 10/01/14		320,000		267,200
7.750%, 05/31/15		4,595,000		3,905,750
Idearc, Inc. 8.000%, 11/15/16 (d)		10,300,000		772,500
News America, Inc. 6.650%, 11/15/37		100,000		98,976
R.H. Donnelley Corp. 6.875%, 01/15/13		180,000		24,300
6.875%, 01/15/13 (d)		45,000		6,075
8.875%, 01/15/16 (d)		225,000		33,750
Time Warner Cable, Inc. 5.850%, 05/01/17		2,650,000		2,420,915
Time Warner Entertainment Co., L.P. 8.375%, 07/15/33		510,000		514,656
Time Warner, Inc. 6.875%, 05/01/12 (d)		1,270,000		1,220,084
7.625%, 04/15/31		50,000		49,141
7.700%, 05/01/32		120,000		120,148
				31,055,321
Metals & Mining—2.0%
Alcoa, Inc. 6.000%, 07/15/13		1,840,000		1,663,697
Evraz Group S.A. 8.875%, 04/24/13		1,200,000		624,000
Evraz Group S.A. (144A) 8.875%, 04/24/13 (d)		2,109,000		1,075,590
Freeport-McMoRan Copper & Gold, Inc. 8.375%, 04/01/17		3,315,000		2,718,300
Novelis, Inc. 7.250%, 02/15/15		4,345,000		2,520,100
Ryerson, Inc. (144A) 12.000%, 11/01/15		1,800,000		1,111,500
Steel Dynamics, Inc. 6.750%, 04/01/15		370,000		255,300
7.375%, 11/01/12		180,000		131,400

Security Description	Face Amount		Value*
Metals & Mining—(Continued)
Steel Dynamics, Inc. (144A) 7.750%, 04/15/16	$	3,300,000	$	2,285,250
Vale Overseas, Ltd. 6.875%, 11/21/36		2,750,000		2,496,175
Vedanta Resources, Plc. (144A) 8.750%, 01/15/14		1,210,000		726,000
				15,607,312
Multi-Utilities—1.1%
Dominion Resources, Inc. 5.700%, 09/17/12		1,350,000		1,336,743
8.875%, 01/15/19		1,570,000		1,693,071
Dynegy Holdings, Inc. 7.125%, 05/15/18		115,000		70,150
7.750%, 06/01/19		4,075,000		2,811,750
Dynegy-Roseton Danskammer Pass-Through Trust 7.670%, 11/08/16		500,000		355,312
Pacific Gas & Electric Co. 5.625%, 11/30/17		1,480,000		1,515,803
5.800%, 03/01/37		430,000		445,999
6.050%, 03/01/34		770,000		817,785
				9,046,613
Multiline Retail—0.4%
The Neiman Marcus Group, Inc. 7.125%, 06/01/28		3,810,000		1,790,700
9.000%, 10/15/15 (d)		3,185,000		1,401,400
				3,192,100
Office Electronics—0.0%
Xerox Corp. 6.400%, 03/15/16		360,000		280,800
Oil, Gas & Consumable Fuels—4.3%
Anadarko Petroleum Corp. 5.950%, 09/15/16		60,000		52,998
6.450%, 09/15/36		910,000		717,839
Apache Corp. 5.250%, 04/15/13		680,000		689,026
5.625%, 01/15/17 (d)		2,620,000		2,637,596
Belden & Blake Corp. 8.750%, 07/15/12		1,450,000		993,250
Chesapeake Energy Corp. 6.250%, 01/15/18		25,000		18,500
6.375%, 06/15/15		425,000		335,750
6.500%, 08/15/17		450,000		344,250
6.875%, 01/15/16		2,250,000		1,800,000
6.875%, 11/15/20		2,420,000		1,742,400
ConocoPhillips Holding Co. 6.950%, 04/15/29		1,230,000		1,323,604
El Paso Corp. 7.000%, 06/15/17		2,410,000		1,886,078
7.375%, 12/15/12 (d)		50,000		43,181
7.750%, 01/15/32		179,000		116,193

*See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Oil, Gas & Consumable Fuels—(Continued)
El Paso Corp. 7.800%, 08/01/31	$	45,000	$	29,318
7.875%, 06/15/12 (d)		575,000		516,336
Enterprise Products Operating, LLC 9.750%, 01/31/14		2,630,000		2,678,097
Exco Resources, Inc. 7.250%, 01/15/11		960,000		748,800
Hess Corp. 6.650%, 08/15/11 (d)		2,330,000		2,329,077
7.300%, 08/15/31		960,000		873,462
7.875%, 10/01/29		240,000		230,396
Kerr-McGee Corp. 6.950%, 07/01/24		500,000		438,424
7.875%, 09/15/31		2,270,000		2,089,642
Occidental Petroleum Corp. 7.000%, 11/01/13		2,650,000		2,892,329
OPTI Canada, Inc. 7.875%, 12/15/14		430,000		219,300
8.250%, 12/15/14		310,000		167,400
Peabody Energy Corp. 6.875%, 03/15/13 (d)		120,000		113,700
Pemex Project Funding Master Trust 6.625%, 06/15/35		260,000		220,090
6.625%, 06/15/35		150,000		126,975
Quicksilver Resources, Inc. 7.125%, 04/01/16		250,000		133,750
SandRidge Energy, Inc. 8.625%, 04/01/15		2,000,000		1,050,000
Valero Energy Corp. 4.750%, 06/15/13		50,000		45,942
VeraSun Energy Corp. 9.875%, 12/15/12 (c)		800,000		480,000
Whiting Peteroleum Corp. 7.000%, 02/01/14 (d)		205,000		144,525
7.250%, 05/01/12 (d)		300,000		223,500
Williams Cos., Inc. 7.125%, 09/01/11		50,000		46,000
7.500%, 01/15/31		925,000		619,750
7.625%, 07/15/19 (d)		125,000		97,656
7.750%, 06/15/31		1,410,000		965,850
7.875%, 09/01/21		1,091,000		834,615
8.750%, 03/15/32		455,000		338,975
XTO Energy, Inc. 5.650%, 04/01/16		2,190,000		2,009,255
6.250%, 08/01/17		20,000		19,206
6.500%, 12/15/18		280,000		271,046
6.750%, 08/01/37		200,000		187,313
7.500%, 04/15/12		390,000		385,460
				34,226,854
Paper & Forest Products—0.9%
Abitibi-Consolidated Co. of Canada (144A) 13.750%, 04/01/11 (a)		1,580,000		1,011,200
Appleton Papers, Inc. 9.750%, 06/15/14 (d)		4,280,000		2,503,800

Security Description	Face Amount		Value*
Paper & Forest Products—(Continued)
NewPage Corp. 9.443%, 05/01/12 (a)	$	1,090,000	$	416,925
10.000%, 05/01/12		5,080,000		2,235,200
Weyerhaeuser Co. 6.750%, 03/15/12		680,000		608,702
				6,775,827
Pharmaceuticals—0.6%
Abbott Laboratories 5.600%, 11/30/17 (d)		3,150,000		3,408,864
Wyeth 5.500%, 03/15/13 (a)		50,000		50,931
5.950%, 04/01/37 (d)		1,190,000		1,321,241
				4,781,036
Real Estate Investment Trusts—0.3%
Boston Properties, L.P. 6.250%, 01/15/13		65,000		48,253
iStar Financial, Inc. 5.150%, 03/01/12 (d)		50,000		15,750
Ventas Realty, L.P. 9.000%, 05/01/12		3,050,000		2,714,500
				2,778,503
Real Estate Management & Development—0.0%
Realogy Corp. 10.500%, 04/15/14		660,000		113,850
11.000%, 04/15/14		575		66
12.375%, 04/15/15		1,400,000		189,000
				302,916
Road & Rail—0.4%
The Hertz Corp. 10.500%, 01/01/16 (d)		7,170,000		3,271,312
Semiconductors & Semiconductor Equipment—0.1%
Freescale Semiconductor, Inc. 8.875%, 12/15/14		120,000		52,800
Sensata Technologies BV 8.000%, 05/01/14		910,000		409,500
				462,300
Specialty Retail—0.1%
Blockbuster, Inc. 9.000%, 09/01/12 (d)		1,490,000		722,650
Limited Brands, Inc. 6.950%, 03/01/33		60,000		28,130
				750,780
Textiles, Apparel & Luxury Goods—0.0%
Oxford Industries, Inc. 8.875%, 06/01/11		120,000		90,600

*See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Thrifts & Mortgage Finance—0.1%
Countrywide Financial Corp. 4.348%, 01/05/09 (a)	$	460,000	$	460,000
Countrywide Home Loans, Inc. 4.000%, 03/22/11		75,000		71,400
				531,400
Tobacco—0.5%
Altria Group, Inc. 9.700%, 11/10/18		2,930,000		3,166,832
Reynolds American, Inc. 6.750%, 06/15/17		575,000		456,427
				3,623,259
Trading Companies & Distributors—0.4%
H&E Equipment Services, Inc. 8.375%, 07/15/16 (d)		500,000		265,000
RSC Equipment Rental, Inc. 9.500%, 12/01/14 (d)		5,250,000		2,887,500
				3,152,500
U.S. Treasury—6.7%
U.S. Treasury Bonds 4.750%, 02/15/37 (d)		40,000		55,738
5.375%, 02/15/31 (d)		1,740,000		2,390,868
5.500%, 08/15/28 (d) (i)		19,880,000		26,869,055
6.125%, 11/15/27 (d) (i)		400,000		573,562
6.375%, 08/15/27		300,000		439,031
8.875%, 08/15/17 (d)		340,000		506,148
U.S. Treasury Inflation Indexed Bonds (TII) 1.750%, 01/15/28 (d) (i)		9,038,209		8,350,455
2.000%, 01/15/26 (d) (i)		1,539,057		1,449,720
2.375%, 01/15/27 (i)		4,388,434		4,408,660
U.S. Treasury Inflation Indexed Notes (TII) 2.000%, 01/15/16 (d)		4,464,358		4,275,319
2.500%, 07/15/16 (d)		718,741		713,070
2.625%, 07/15/17		1,996,523		2,045,969
U.S. Treasury Notes 4.750%, 05/31/12 (d)		640,000		716,350
				52,793,945
Wireless Telecommunication Services—0.2%
America Movil S.A.B. de C.V. 5.625%, 11/15/17		880,000		782,346
American Tower Corp. 7.500%, 05/01/12 (d)		150,000		147,750
New Cingular Wireless Services, Inc. 8.750%, 03/01/31		50,000		62,504
Nextel Communications, Inc. 6.875%, 10/31/13		1,295,000		550,375
7.375%, 08/01/15		800,000		336,000
				1,878,975

Security Description	Face Amount		Value*
Yankee—0.3%
Methanex Corp. 8.750%, 08/15/12	$	225,000	$	213,750
Morgan Stanley Bank AG for OAO Gazprom 9.625%, 03/01/13		170,000		154,700
Shell International Finance BV 6.375%, 12/15/38		1,690,000		1,901,231
Smurfit Kappa Treasury Funding, Ltd. 7.500%, 11/20/25		275,000		162,250
				2,431,931
Total Fixed Income (Identified Cost $1,091,719,701)				839,420,591
Term Loans—0.2%
IT Services—0.2%
First Data Corp. 7.960%, 09/24/14 (a)		2,376,000		1,521,488
Total Term Loans (Identified Cost $2,280,960)				1,521,488
Preferred Stock—0.1%
Security Description	Shares		Value*
Commercial & Professional Services—0.1%
Preferred Blocker, Inc.		2,564		552,300
Diversified Financial Services—0.0%
TCR Holdings (Class B) (g) (h)		840		1
TCR Holdings (Class C) (b) (g) (h)		462		0
TCR Holdings (Class D) (g) (h)		1,219		1
TCR Holdings (Class E) (g) (h)		2,521		3
				5
Thrifts & Mortgage Finance—0.0%
Federal Home Loan Mortgage Corp.		117,175		45,698
Federal National Mortgage Association (d)		84,850		70,426
Federal National Mortgage Association (144A) (d)		3,400		2,656
				118,780
Total Preferred Stock (Identified Cost $5,784,105)				671,085
Fixed Income—Convertible—0.1%
Security Description	Face Amount		Value*
Automobiles—0.0%
Ford Motor Co. 4.250%, 12/15/36	$	170,000		43,775

*See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—Convertible—(Continued)

Security Description	Face Amount		Value*
Diversified Telecommunication Services—0.1%
Qwest Communications International, Inc. 3.500%, 11/15/25	$	1,370,000	$	1,136,788
Total Fixed Income—Convertible (Identified Cost $1,158,484)				1,180,563
Common Stock—0.0%
Security Description	Shares		Value*
Chemicals—0.0%
Applied Extrusion Technologies, Inc. (Class B) (g) (h)		2,424		16,968
Total Common Stock (Identified Cost $98,629)				16,968
Warrants—0.0%
Wireless Telecommunication Services – 0.0%
Leap Wireless International, Inc. (144A) (b) (g) (h)		125		0
Yankee—0.0%
Republic of Venezuela (g)		3,750		93,750
Total Warrants (Identified Cost $40,147)				93,750
Short Term Investments—9.3%
Security Description	Shares/Face Amount		Value*
Mutual Funds—5.8%
State Street Navigator Securities Lending Prime Portfolio (j)		45,417,390		45,417,390
Repurchase Agreement—3.5%
State Street Repurchase Agreement dated 12/31/08 at 0.005% to be repurchased at $28,004,008 on 01/02/09, collateralized by $28,615,000 U.S. Treasury Bill due 07/30/09 with a value of $28,566,355.	$	28,004,000		28,004,000
Total Short Term Investments (Identified Cost $73,421,390)				73,421,390
Total Investments—115.8% (Identified Cost $1,174,503,416) (k)				916,325,835
Liabilities in excess of other assets				(124,842,801	)
Total Net Assets—100%			$	791,483,034

(a) Variable or Floating Rate Security. Rate disclosed is as of December 31, 2008.

(b) Zero Valued Security.

(c) Non-Income Producing; Defaulted Bond.

(d) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $44,397,476 and the collateral received consisted of cash in the amount of $45,417,390. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(e) Step Bond: Coupon rate is set for an initial period and then increased to a higher coupon rate at a specified date. Rate disclosed is as of December 31, 2008.

(f) Interest Only Certificate. This security receives monthly interest payments but is not entitled to principal payments.

(g) Non-Income Producing.

(h) Security was valued in good faith under procedures established by the Board of Directors.

(i) A portion or all of the security was pledged as collateral against open futures contracts.

(j) Represents investment of cash collateral received from securities lending transactions.

(k) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,175,904,101 and the composition of unrealized appreciation and depreciation of investment securities was $14,591,232 and $(274,169,498), respectively.

(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2008, the market value of 144A securities was $95,121,952, which is 12.0% of total net assets.

(TBA)— A contract for the purchase or sale of a Mortgage Backed Security to be delivered at a future date but does not include a specified pool or precise amount to be delivered.

(TII)— A Treasury Inflation Index is a security with a fixed interest rate and the principal is adjusted for inflation. At maturity, the security will be redeemed at the greater of the inflation adjusted principal or par amount at original issue.

*See accompanying notes to financial statements.

MSF-15

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2008

Futures Contracts

Futures Contracts—Long	Expiration Date	Number of Contracts		Contract Amount			Valuation as of 12/31/2008			Unrealized Appreciation/ (Depreciation)
90 Day Eurodollar Futures	3/16/2009	617		$	149,345,030		$	152,614,950		$	3,269,920
90 Day Eurodollar Futures	6/15/2009	10			2,402,700			2,471,750			69,050
90 Day Eurodollar Futures	9/14/2009	10			2,399,325			2,468,625			69,300
German Euro Bund Futures	3/6/2009	217			37,709,101			37,656,822			(52,279	)
U.S. Treasury Notes 2 Year Futures	3/31/2009	353			75,859,886			76,976,063			1,116,177
U.S. Treasury Notes 5 Year Futures	3/31/2009	71			8,391,632			8,452,883			61,251
U.S. Treasury Bond 30 Year Futures	3/20/2009	40			5,010,321			5,521,875			511,554
Futures Contracts—Short
U.S. Treasury Notes 10 Year Futures	3/20/2009	(87	)		(11,119,327	)		(10,940,250	)		179,077
Net Unrealized Appreciation										$	5,224,050

Options Written

Options Written—Calls	Expiration Date	Number of Contracts		Premiums Received			Valuation as of 12/31/2008			Unrealized Appreciation/ (Depreciation)
Eurodollar Futures 97.625 Call	9/14/2009	(10	)	$	(7,700)		$	(29,438)		$	(21,738)
Eurodollar Futures 98.25 Call	3/16/2009	(497	)		(356,651	)		(900,812	)		(544,161	)
U.S. Treasury Notes 10 Year Futures 118 Call	2/20/2009	(453	)		(421,774	)		(3,716,016	)		(3,294,242	)
Options Written—Puts
Eurodollar Futures 96.75 Put	3/16/2009	(736	)		(480,088	)		(4,600	)		475,488
U.S. Treasury Notes 10 Year Futures 110 Put	2/20/2009	(431	)		(585,045	)		(53,875	)		531,170
U.S. Treasury Notes 10 Year Futures 111 Put	2/20/2009	(110	)		(190,286	)		(15,469	)		174,817
Net Unrealized Depreciation										$	(2,678,666	)

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	108,885,421	$	2,545,384
Level 2 - Other Significant Observable Inputs		805,452,750		0
Level 3 - Significant Unobservable Inputs		1,987,664		0
Total	$	916,325,835	$	2,545,384

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments In Securities			Other Financial Instruments
Balance as of January 1, 2008	$	2,444,378		$	0
Transfers in (Out) of Level 3		5,541,120			0
Accrued discounts/premiums		(7,101	)		0
Realized Gain (Loss)		(1,956,033	)		0
Change in unrealized appreciation (depreciation)		(4,064,382	)		0
Net Purchases (Sales)		29,682			0
Balance as of December 31, 2008	$	1,987,664		$	0

See accompanying notes to financial statements.

MSF-16

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)			$	916,325,835
Cash				3,434,089
Receivable for:
Securities sold				313,414
Fund shares sold				302,269
Accrued interest and dividends				13,219,751
Foreign taxes				39,783
Futures variation margin				9,179,731
Total Assets				942,814,872
Liabilities
Payable for:
Securities purchased	$	98,227,922
Fund shares redeemed		2,462,743
Withholding taxes		9,905
Collateral for securities loaned		45,417,390
Options written, at fair value (c)		4,720,210
Accrued expenses:
Management fees		397,538
Service and distribution fees		45,120
Deferred directors’ fees		9,702
Other expenses		41,308
Total Liabilities				151,331,838
Net Assets			$	791,483,034
Net assets consists of:
Capital paid in			$	966,571,956
Undistributed net investment income				58,492,452
Accumulated net realized gains				22,008,556
Unrealized depreciation on investments, futures contracts, options and foreign currency				(255,589,930	)
Net Assets			$	791,483,034
Computation of offering price:
Class A
Net asset value and redemption price per share ($541,022,856 divided by 52,506,407 shares outstanding)			$	10.30
Class B
Net asset value and redemption price per share ($170,286,347 divided by 16,598,724 shares outstanding)			$	10.26
Class E
Net asset value and redemption price per share ($80,173,831 divided by 7,803,031 shares outstanding)			$	10.27
(a) Identified cost of investments			$	1,174,503,416
(b) Includes cash collateral for securities loaned of			$	45,417,390
(c) Premiums received on written options			$	2,041,544

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	312,781
Interest					68,204,592	(a)
					68,517,373
Expenses
Management fees	$	5,895,684
Service and distribution fees—Class B		541,160
Service and distribution fees—Class E		162,726
Directors’ fees and expenses		30,193
Custodian		141,718
Audit and tax services		39,791
Legal		17,170
Printing		196,339
Insurance		11,473
Miscellaneous		16,443
Total expenses					7,052,697
Net Investment Income					61,464,676
Realized and Unrealized Gain (Loss)
Realized gain (loss) on:
Investments—net		(6,007,046	)
Futures contracts—net		26,655,501
Foreign currency transactions—net		(2,980,929	)
Options—net		1,851,206			19,518,732
Change in unrealized appreciation (depreciation) on:
Investments—net		(242,935,061	)
Futures contracts—net		5,909,203
Foreign currency transactions—net		42,266
Options—net		(2,007,050	)		(238,990,642	)
Net loss					(219,471,910	)
Net Decrease in Net Assets From Operations				$	(158,007,234	)

(a) Includes income on securities loaned of $953,595.

See accompanying notes to financial statements.

MSF-17

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	61,464,676		$	42,332,494
Net realized gain		19,518,732			5,826,853
Change in unrealized depreciation		(238,990,642	)		(15,227,645	)
Increase (decrease) in net assets from operations		(158,007,234	)		32,931,702
From Distributions to Shareholders
Net investment income
Class A		(28,408,409	)		(12,132,873	)
Class B		(8,483,742	)		(5,326,759	)
Class E		(4,435,092	)		(3,551,481	)
		(41,327,243	)		(21,011,113	)
Net realized gain
Class A		(4,191,405	)		(418,375	)
Class B		(1,336,607	)		(202,282	)
Class E		(680,867	)		(129,537	)
		(6,208,879	)		(750,194	)
Total distributions		(47,536,122	)		(21,761,307	)
Increase (decrease) in net assets from capital share transactions		(69,742,945	)		352,934,887
Net increase (decrease) in net assets		(275,286,301	)		364,105,282
Net Assets
Beginning of the period		1,066,769,335			702,664,053
End of the period	$	791,483,034		$	1,066,769,335
Undistributed Net Investment Income
End of the period	$	58,492,452		$	42,183,643

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	13,155,483		$	156,957,768		32,064,594		$	402,583,204
Reinvestments	2,707,626			32,599,814		1,006,516			12,551,248
Redemptions	(18,154,270	)		(206,280,393	)	(7,446,566	)		(93,255,284	)
Net increase (decrease)	(2,291,161	)	$	(16,722,811	)	25,624,544		$	321,879,168
Class B
Sales	1,612,409		$	19,385,190		6,040,423		$	75,317,405
Reinvestments	817,681			9,820,349		444,814			5,529,041
Redemptions	(4,895,477	)		(55,151,766	)	(3,276,505	)		(40,875,803	)
Net increase (decrease)	(2,465,387	)	$	(25,946,227	)	3,208,732		$	39,970,643
Class E
Sales	477,667		$	5,666,238		1,544,488		$	19,309,344
Reinvestments	425,621			5,115,959		295,902			3,681,018
Redemptions	(3,313,362	)		(37,856,104	)	(2,551,275	)		(31,905,286	)
Net decrease	(2,410,074	)	$	(27,073,907	)	(710,885	)	$	(8,914,924	)
Increase (decrease) derived from capital share transactions			$	(69,742,945	)			$	352,934,887

See accompanying notes to financial statements.

MSF-18

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005				2004
Net Asset Value, Beginning of Period	$	12.70		$	12.58		$	12.72		$	13.04			$	12.61
Income From Investment Operations
Net investment income		0.74	(a)		0.63	(a)		0.38			0.36				0.46
Net realized and unrealized gain (loss) of investments		(2.58	)		(0.15	)		0.22			(0.01	)			0.35
Total from investment operations		(1.84	)		0.48			0.60			0.35				0.81
													��
Less Distributions
Distributions from net investment income		(0.49	)		(0.35	)		(0.64	)		(0.41	)			(0.38	)
Distributions from net realized capital gains		(0.07	)		(0.01	)		(0.10	)		(0.26	)			0.00
Total distributions		(0.56	)		(0.36	)		(0.74	)		(0.67	)			(0.38	)
Net Asset Value, End of Period	$	10.30		$	12.70		$	12.58		$	12.72			$	13.04
Total Return (%)		(15.0	)		4.0			5.1			2.8				6.6
Ratio of operating expenses to average net assets (%)		0.65			0.66			0.72			0.75				0.77
Ratio of net investment income to average net assets (%)		6.34			5.03			4.91			4.11				3.79
Portfolio turnover rate (%)		280			504			700			507				393
Net assets, end of period (000)	$	541,023		$	696,191		$	366,984		$	213,906			$	164,213

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	12.65		$	12.53		$	12.66		$	12.99		$	12.58
Income From Investment Operations
Net investment income		0.71	(a)		0.59	(a)		0.54			0.40			0.39
Net realized and unrealized gain (loss) of investments		(2.57	)		(0.14	)		0.03			(0.08	)		0.38
Total from investment operations		(1.86	)		0.45			0.57			0.32			0.77
Less Distributions
Distributions from net investment income		(0.46	)		(0.32	)		(0.60	)		(0.39	)		(0.36	)
Distributions from net realized capital gains		(0.07	)		(0.01	)		(0.10	)		(0.26	)		0.00
Total distributions		(0.53	)		(0.33	)		(0.70	)		(0.65	)		(0.36	)
Net Asset Value, End of Period	$	10.26		$	12.65		$	12.53		$	12.66		$	12.99
Total Return (%)		(15.2	)		3.7			4.8			2.6			6.3
Ratio of operating expenses to average net assets (%)		0.90			0.91			0.97			1.00			1.02
Ratio of net investment income to average net assets (%)		6.08			4.77			4.66			3.92			3.66
Portfolio turnover rate (%)		280			504			700			507			393
Net assets, end of period (000)	$	170,286		$	241,184		$	198,632		$	120,590		$	36,346

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-19

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	12.67		$	12.55		$	12.68		$	13.00		$	12.58
Income From Investment Operations
Net investment income		0.72	(a)		0.61	(a)		0.62			0.50			0.38
Net realized and unrealized gain (loss) of investments		(2.58	)		(0.15	)		(0.03	)		(0.17	)		0.41
Total from investment operations		(1.86	)		0.46			0.59			0.33			0.79
Less Distributions
Distributions from net investment income		(0.47	)		(0.33	)		(0.62	)		(0.39	)		(0.37	)
Distributions from net realized capital gains		(0.07	)		(0.01	)		(0.10	)		(0.26	)		0.00
Total distributions		(0.54	)		(0.34	)		(0.72	)		(0.65	)		(0.37	)
Net Asset Value, End of Period	$	10.27		$	12.67		$	12.55		$	12.68		$	13.00
Total Return (%)		(15.1	)		3.9			4.9			2.7			6.5
Ratio of operating expenses to average net assets (%)		0.80			0.81			0.87			0.90			0.92
Ratio of net investment income to average net assets (%)		6.15			4.87			4.75			3.95			3.64
Portfolio turnover rate (%)		280			504			700			507			393
Net assets, end of period (000)	$	80,174		$	129,394		$	137,048		$	151,881		$	144,605

(a) Per share amount is based on average shares outstanding during the period.

See accompanying notes to financial statements.

MSF-20

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Western Asset Management Strategic Bond Opportunities Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-21

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Foreign Currency Translation:

The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions. Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

MSF-22

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in the exchange rate.

Forward Foreign Currency Exchange Contracts:

The Portfolio may enter into forward foreign currency exchange contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward currency contract, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the foreign exchange rates at the dates of entry into the contracts and the forward rates at the settlement date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

Mortgage Dollar Rolls:

The Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Dollar rolls are accounted for as purchase and sale transactions; gain/loss is recognized at the end of the term of the dollar roll. The average monthly balance of dollar rolls outstanding during the year ended December 31, 2008 was $182,650,433 for the Portfolio.

MSF-23

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

A Portfolio that enters into mortgage dollar rolls is subject to the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Portfolio’s use of proceeds from the dollar roll may be restricted pending a court determination, a determination by the other party, or its trustee or receiver, whether to enforce the Portfolio’s obligation to repurchase the securities.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

High Yield Securities:

The Portfolio may invest in high yield instruments that are subject to certain credit and market risks. The yields of high yield instruments reflect, among other things, perceived credit risk. The Portfolio’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading.

Mortgage-Backed Securities:

The Portfolio invests a significant portion of its assets in securities of issuers that hold mortgage and asset backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain issuers held by the Portfolio. At December 31, 2008, the Portfolio held securities of issuers that hold mortgage and asset backed securities and direct investments in mortgage and asset backed securities (excluding federal agencies) with an aggregate value of $167,307,186 (representing 21.1% of the Portfolio’s total net assets).

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had no capital loss carryforwards.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	45,638,965	$	21,761,307	$	1,897,157	$	—	$	—	$	—	$	47,536,122	$	21,761,307

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$	73,731,214	$	10,830,853	$	(259,588,279	)	$	—	$	(175,026,212	)

MSF-24

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	2,480,265,018	$	460,375,030	$	2,715,847,808	$	124,208,621

Options Written:

The Portfolio transactions in options written during the year ended December 31, 2008 were as follows:

Call Options	Number of contracts		Premiums received
Options outstanding December 31, 2007	376		$	270,714
Options written	2,575			1,758,272
Options closed	(1,811	)		(1,171,761	)
Options expired	(180	)		(71,100	)
Options outstanding December 31, 2008	960		$	786,125

Put Options	Number of contracts		Premiums received
Options outstanding December 31, 2007	325		$	265,906
Options written	3,019			2,441,950
Options closed	(1,905	)		(1,397,559	)
Options expired	(162	)		(54,878	)
Options outstanding December 31, 2008	1,277		$	1,255,419

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$5,895,684	0.650%	Of the first $500 million
	0.550%	On amounts in excess of $500 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Western Asset Management Co. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

MSF-25

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-26

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Western Asset Management Strategic Bond Opportunities Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Western Asset Management Strategic Bond Opportunities Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2009

MSF-27

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-28

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-29

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-30

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-31

Metropolitan Series Fund, Inc.

Western Asset Management Strategic Bond Opportunities Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-32

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-33

Simplify your life…

with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

(see details on inside cover)

  Metropolitan Series Fund, Inc. Western Asset Management U.S. Government Portfolio   Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Managed by Western Asset Management Company

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Western Asset Management U.S. Government Portfolio returned -0.4%, compared to its benchmark, the Barclays Capital U.S. Intermediate Government Bond Index¹, which returned 10.4%. The average return of its peer group, a universe of short-term and intermediate term government bond funds (mutual and variable) tracked by Morningstar, was 3.8% over the same period.

PORTFOLIO REVIEW

The Federal Reserve intensified its campaign against downside risks to growth in response to the deepening financial crisis. The TED² spread surged beyond previous extreme levels, and without the provision of credit, investors began to question the durability of the underlying economy. The federal funds rate was reduced a cumulative 425 basis points (525 basis points for the cycle) to near 0% by year end; this essentially moved the Fed beyond its traditional form of stimulus. A number of new lending facilities, designed to meet the liquidity demands of financial intermediaries across the full banking spectrum, were implemented. The Fed and the Treasury recently announced plans to channel up to $600 billion directly to the mortgage market, and up to $200 billion directly to consumer and small business finance, including credit card, auto and student loans. Details emerged that much of this funding would be unsterilized and result in a major increase in the money supply. Yields on 30-year fixed-rate conventional mortgages declined roughly 1% as a result, to the lowest level on record. The Treasury allocated the first $250 billion of funds authorized under Troubled Asset Relief Program (TARP) by taking direct equity stakes in the U.S. banking system. Economic data was negative and third-quarter GDP contracted 0.5% on falling consumption expenditures. Consumer confidence fell as labor market conditions deteriorated and equity prices plunged. The unemployment rate increased 1.7% to 6.7%, though the U.S. dollar gained close to 6% against a trade-weighted basket of currencies. The dollar’s negative correlation with oil held strong as the price per barrel fell 54% after temporarily spiking in the summer. All in all, the period was the worst year for risk-taking in a quarter century. Spreads widened over 350 basis points on investment-grade issues and more than 1,100 basis points on high-yield issues. Mortgage-backed securities performed better, though even these government-backed securities underperformed Treasuries by 2.32% over the period. The S&P 500 Index lost 37% as volatility soared, marking 2008 as the worst year for equities since 1931.

A large overweight exposure to the mortgage-backed sector detracted from returns as volatility remained high and negative housing news continued to damage market sentiment. We had diversified into a number of non-agency issues that were particularly impacted and further detracted from performance due to rising defaults, uncertainty in that marketplace and a lack of liquidity. A modest Treasury Inflation Protected Securities (TIPS) exposure had a negative impact as oil plunged to $40/barrel and inflation fears switched to deflation fears. On a positive note, a tactically-driven duration posture contributed modestly to returns as bond yields rallied over the year. A curve-steepening strategy had a positive impact on performance as the spread between 2- and 10-year yields widened.

* The views expressed above are those of the subadvisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Barclays Capital U.S. Intermediate Government Bond Index^® (formerly, Lehman Brothers Intermediate U.S. Government Bond Index) includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations having maturities between one to ten years. The index itself remains unchanged since Barclays assumed responsibility for the index from Lehman.

² The TED spread is the difference between the 3 month LIBOR and the 3 month U.S. Treasury Bill rate. It is used as a measure of the risk premium of lending to a bank vs. lending to the U.S. government.

MSF-2

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

A $10,000 INVESTMENT COMPARED TO THE

BARCLAYS CAPITAL U.S. INTERMEDIATE GOVERNMENT BOND INDEX

Average Annual Returns as of December 31, 2008

	Western Asset Management U.S. Government Portfolio						Barclays Capital U.S. Intermediate Government Bond Index
	Class A		Class B		Class E
1 Year	-0.4	%	-0.5	%	-0.4	%	10.4	%
5 Year	2.6		2.3		2.4		5.3
10 Year	3.9		—		—		5.7
Since Inception	—		2.6		3.3		—

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

Inception dates of the Class A, Class B and Class E shares are: 10/31/94, 7/30/02 and 5/1/01, respectively.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Federal National Mortgage Association	41.4%
Federal Home Loan Mortgage Corp.	14.4%
U.S. Treasury Bonds	4.4%
U.S. Treasury Notes	3.2%
Government National Mortgage Association	1.9%
Federal Home Loan Bank	1.2%
Thornburg Mortgage Securities Trust	0.9%
General Electric Capital Corp.	0.9%
Bear Stearns Structured Products, Inc. (144A)	0.9%
MASTR Reperforming Loan Trust (144A)	0.7%

Top Sectors

	% of Total Market Value
Residential Mortgage-Backed	73.7%
Government	9.1%
Index-Linked	5.6%
Cash Equivalents	5.5%
Commercial Mortgage-Backed	3.2%
Asset Backed	1.6%
Investment Grade	1.3%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Western Asset Mgt. U.S. Government—Class A	Actual	0.52	%	$	1,000.00	$	1,000.00	$	2.61
	Hypothetical	0.52	%	$	1,000.00	$	1,022.49	$	2.64
Western Asset Mgt. U.S. Government—Class B	Actual	0.77	%	$	1,000.00	$	999.16	$	3.87
	Hypothetical	0.77	%	$	1,000.00	$	1,021.22	$	3.91
Western Asset Mgt. U.S. Government—Class E	Actual	0.67	%	$	1,000.00	$	999.16	$	3.37
	Hypothetical	0.67	%	$	1,000.00	$	1,021.73	$	3.40

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

MSF-4

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—112.9% of Total Net Assets

Security Description	Face Amount		Value*
Asset Backed—4.3%
AAMES Mortgage Investment Trust (144A) 0.621%, 08/25/35 (a)	$	130,886	$	121,899
ACE Securities Corp. 0.601%, 02/25/31 (a)		4,022,913		2,906,081
Bayview Financial Aquisition Trust 0.861%, 08/28/44 (a)		53,501		47,227
Bayview Financial Asset Trust (144A) 1.071%, 12/25/39 (a)		756,951		581,005
Bear Stearns Asset Backed Securities Trust 0.581%, 10/25/36 (a)		1,458,116		1,319,537
0.821%, 09/25/34 (a)		3,202,198		3,017,372
Bravo Mortgage Asset Trust (144A) 0.601%, 07/25/36 (a)		148,653		132,253
Capital One Multi-Asset Execution Trust 1.285%, 01/17/12 (a)		500,000		495,001
Carrington Mortgage Loan Trust 0.631%, 10/25/36 (a)		1,200,000		764,080
Compucredit Acquired Portfolio Voltage Master Trust (144A) 1.365%, 09/15/18 (a)		4,205,326		2,801,798
Countrywide Home Equity Loan Trust 1.335%, 12/25/31 (a)		4,888,654		1,964,915
1.475%, 02/15/34 (a)		651,529		312,467
1.485%, 02/15/34 (a)		435,935		239,829
1.565%, 12/15/28 (a)		471,077		349,102
1.745%, 08/15/37 (a)		772,524		406,711
EMC Mortgage Loan Trust (144A) 0.921%, 12/25/42 (a)		199,699		157,432
Fremont Home Loan Trust 0.571%, 08/25/36 (a)		875,497		704,053
GMAC Mortgage Corp. Loan Trust 0.541%, 07/25/36 (a)		1,739,235		603,885
0.681%, 11/25/36 (a)		9,206,274		2,421,823
Green Tree (144A) 8.970%, 04/25/38		10,600,000		8,448,194
GSAMP Trust 0.561%, 07/05/36 (a)		1,843,499		696,341
GSR Mortgage Loan Trust 0.741%, 11/25/30 (a)		2,000,000		311,525
Indymac Seconds Asset Backed Trust 0.601%, 06/25/36 (a)		5,674,124		962,017
Lehman XS Trust 0.561%, 02/25/37 (a)		3,666,608		2,973,238
0.591%, 06/25/37 (a)		4,672,248		3,397,040
Morgan Stanley Mortgage Loan Trust 0.561%, 09/25/46 (a)		649,799		515,923
0.591%, 10/25/36 (a)		2,281,072		1,952,236
0.621%, 03/25/36 (a)		3,337,127		784,865
Natixis Real Estate Capital Trust 0.601%, 07/25/37 (a)		675,520		593,560
Nelnet Student Loan Trust 5.015%, 04/25/24 (a)		2,490,000		2,017,233
Option One Mortgage Loan Trust 1.051%, 06/25/33 (a)		236,604		151,900

Security Description	Face Amount		Value*
Asset Backed—(Continued)
Ownit Mortgage Loan Asset Backed Certificates 5.290%, 12/25/36 (a)	$	3,149,449	$	2,109,083
RAAC Series (144A) 0.741%, 05/25/36 (a)		4,443,468		3,330,287
SACO I, Inc. 0.601%, 06/25/36 (a)		4,632,358		770,273
0.621%, 04/25/36 (a)		1,610,544		314,572
0.721%, 07/25/35 (a)		87,934		76,620
0.731%, 06/25/36 (a)		64,231		31,296
SLM Student Loan Trust 3.525%, 07/25/17 (a)		3,682,805		3,571,698
3.545%, 10/25/17 (a)		545,256		543,327
Soundview Home Equity Loan Trust 5.645%, 10/25/36 (a)		4,180,000		4,056,780
Structured Asset Securities Corp. (144A) 0.581%, 02/25/36 (a) (b)		3,528,607		461,078
				57,415,556
Collateralized-Mortgage Obligation—10.1%
American Home Mortgage Assets 0.661%, 11/25/36 (a)		4,588,247		1,899,628
0.661%, 09/25/46 (a)		1,714,221		679,099
Banc of America Funding Corp. 4.123%, 06/20/35 (a)		686,803		299,515
5.791%, 10/25/36 (a)		557,090		465,897
Banc of America Mortgage Securities, Inc. 5.007%, 07/25/35 (a)		474,203		344,742
Bear Stearns Alt-A Trust 6.089%, 05/25/36 (a)		3,170,805		1,876,576
Bear Stearns Structured Products, Inc. (144A) 1.071%, 09/27/37 (a)		17,190,796		16,717,705
Citigroup Mortgage Loan Trust, Inc. 4.700%, 12/25/35 (a)		866,287		628,339
Countrywide Alternative Loan Trust 0.661%, 09/25/46 (a)		814,477		285,045
0.708%, 07/25/36 (a)		15,617,659		5,255,124
0.738%, 07/20/35 (a)		2,413,980		1,191,078
0.741%, 11/25/35 (a)		513,073		247,442
1.685%, 05/25/34 (a)		8,281,920		4,632,054
2.495%, 02/25/36 (a)		3,248,734		1,074,461
Deutsche Mortgage Securities, Inc. (144A) 5.094%, 06/26/35 (a)		4,670,000		3,375,313
First Horizon Alternative Mortgage Securities 1.765%, 02/25/37 (a)		725,329		217,081
GMAC Mortgage Corp. Loan Trust 5.584%, 11/19/35 (a)		1,958,062		1,126,079
Greenpoint Mortgage Funding Trust 0.551%, 03/25/37 (a)		921,137		465,069
GSMPS Mortgage Loan Trust (144A) 5.911%, 06/25/34 (a)		8,117,331		4,477,944
GSR Mortgage Loan Trust 5.384%, 04/25/35 (a)		1,875,198		1,035,634
Harborview Mortgage Trust 0.731%, 03/19/38 (a)		928,018		368,499

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Collateralized-Mortgage Obligation—(Continued)
Harborview Mortgage Trust 0.761%, 11/19/46 (a)	$	324,135	$	128,878
0.781%, 10/19/37 (a)		791,231		322,294
Impac Secured Assets CMN Owner Trust 0.791%, 03/25/36 (a)		9,813,874		4,553,026
JPMorgan Mortgage Trust 4.587%, 07/25/34 (a)		1,502,546		1,158,387
Lehman XS Trust 0.601%, 06/25/37 (a)		841,472		609,545
Luminent Mortgage Trust 0.661%, 05/25/46 (a)		6,108,117		2,706,659
MASTR Adjustable Rate Mortgages Trust 0.671%, 05/25/47 (a)		12,163,276		4,689,659
3.279%, 12/25/46 (a)		10,979,394		2,240,126
4.281%, 02/25/34 (a)		551,248		280,512
5.737%, 12/25/34 (a)		44,828		23,771
MASTR Reperforming Loan Trust (144A) 1.745%, 05/25/35 (a)		740,816		493,165
5.524%, 05/25/35 (a)		8,561,868		7,256,440
5.895%, 05/25/36 (a)		7,066,354		5,860,658
Merrill Lynch Mortgage Investors, Inc. 1.665%, 04/25/35 (a)		136,233		53,360
Morgan Stanley Mortgage Loan Trust 0.541%, 06/25/36 (a)		3,198,057		2,639,712
5.063%, 07/25/35 (a)		700,509		379,944
5.364%, 10/25/34 (a)		396,468		206,970
5.485%, 06/26/36 (a)		5,470,202		3,283,927
Novastar Mortgage-Backed Notes 0.661%, 06/25/36 (a)		5,875,930		2,437,688
Provident Funding Mortgage Loan Trust 4.628%, 10/25/35 (a)		485,873		342,808
5.729%, 05/25/35 (a)		3,256,689		2,267,924
Residential Accredit Loans, Inc. 0.631%, 01/25/37 (a)		1,040,738		385,919
0.871%, 10/25/45 (a)		885,487		407,051
5.410%, 10/25/46 (a)		6,463,397		5,007,797
5.812%, 12/25/35 (a)		5,302,285		2,843,598
Residential Funding Mortgage Securities I 4.750%, 12/25/18		3,522,843		3,439,176
SACO I, Inc. (144A) 8.964%, 06/25/21 (a)		4,215,447		4,347,727
Structured Adjustable Rate Mortgage Loan Trust 5.370%, 05/25/35 (a)		9,585,683		4,997,174
Structured Asset Mortgage Investments, Inc. 0.651%, 09/25/37 (a)		5,060,199		1,560,008
0.651%, 07/25/46 (a)		718,625		287,170
0.681%, 08/25/36 (a)		891,185		354,054
Thornburg Mortgage Securities Trust 0.576%, 05/25/46 (a)		811,019		736,863
0.581%, 06/25/36 (a)		4,921,347		4,814,644
0.641%, 01/25/36 (a)		3,832,633		3,818,016
1.525%, 06/25/37 (a)		8,737,380		7,297,421
6.203%, 09/25/37 (a)		349,818		268,386
6.216%, 09/25/37 (a)		373,302		264,379

Security Description	Face Amount		Value*
Collateralized-Mortgage Obligation—(Continued)
WaMu Mortgage Pass-Through Certificates 0.731%, 11/25/45 (a)	$	170,414	$	83,604
0.741%, 12/25/45 (a)		4,749,328		2,230,785
0.761%, 12/25/45 (a)		376,213		173,566
0.791%, 08/25/45 (a)		426,050		230,381
0.871%, 08/25/45 (a)		875,446		299,812
Zuni Mortgage Loan Trust 0.601%, 08/25/36 (a)		737,438		699,048
				133,144,356
Commercial Mortgage-Backed Securities—3.2%
Banc of America Commercial Mortgage, Inc. 5.620%, 02/10/51		80,000		51,409
Credit Suisse Mortgage Capital Certificates 5.311%, 12/15/39		10,200,000		7,914,430
CS First Boston Mortgage Securities Corp. 4.889%, 11/15/37 (a)		4,280,000		2,013,450
5.100%, 08/15/38 (a)		7,550,000		6,178,188
GE Capital Commercial Mortgage Corp. 5.334%, 11/10/45 (a)		3,000,000		2,428,498
JPMorgan Chase Commercial Mortgage Securities Corp. 4.951%, 01/12/37 (a)		4,950,000		2,363,531
4.999%, 10/15/42 (a)		3,100,000		1,820,372
5.420%, 01/15/49		1,200,000		848,361
5.429%, 12/12/43		10,990,000		8,341,572
LB-UBS Commercial Mortgage Trust 4.858%, 12/15/39 (a)		5,500,000		2,611,698
5.661%, 03/15/39 (a)		3,480,000		2,834,545
Merrill Lynch Mortgage Trust 5.657%, 05/12/39 (a)		5,635,000		4,589,131
				41,995,185
Diversified Financial Services—1.3%
General Electric Capital Corp. 3.000%, 12/09/11 (c)		16,500,000		17,058,525
Federal Agencies—81.9%
Federal Home Loan Bank 2.450%, 05/04/09		7,900,000		7,957,196
5.250%, 12/11/20		12,000,000		14,388,636
Federal Home Loan Mortgage Corp. 3.250%, 02/25/11 (c)		14,040,000		14,599,775
4.000%, 05/01/19		132,812		134,675
4.101%, 01/01/35 (a)		76,182		74,955
4.141%, 01/01/35 (a)		137,315		137,020
4.500%, 04/15/32		304,579		303,251
4.500%, 04/01/33		1,852,703		1,883,073
4.500%, 04/01/35		1,501,563		1,524,300
5.000%, 12/01/18		1,329,615		1,372,932
5.000%, 08/01/19		1,932,057		1,990,881
5.000%, 08/01/33		229,348		234,948
5.000%, 12/01/34		331,995		339,842
5.000%, 10/01/35		8,150,768		8,340,875
5.000%, 05/01/36		2,360,858		2,415,923
5.500%, 07/01/35		2,077,519		2,129,220

*See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal Home Loan Mortgage Corp. 5.500%, 10/01/35	$	7,199,907	$	7,379,086
5.500%, 07/01/37		3,661,568		3,751,913
5.500%, 12/01/37		130,570,336		133,794,590
5.551%, 11/01/37 (a)		1,391,167		1,420,983
5.674%, 01/01/37 (a)		1,101,673		1,124,505
5.776%, 02/01/37 (a)		136,162		139,256
5.822%, 11/01/37 (a)		1,189,175		1,220,269
5.852%, 01/01/37 (a)		1,948,494		1,991,772
5.887%, 05/01/37 (a)		306,166		313,546
5.932%, 05/01/37 (a)		345,820		354,236
6.000%, 10/01/10		101		105
6.000%, 10/01/28		68,611		71,176
6.000%, 11/01/28		76,536		79,397
6.000%, 12/01/31		82,767		85,654
6.000%, 10/01/37		6,632,642		6,839,822
6.000%, 12/01/37		65,537,662		67,584,821
6.000%, TBA		1,000,000		1,030,000
6.414%, 10/01/36 (a)		721,728		740,443
6.500%, 08/01/13		11,258		11,647
6.500%, 03/01/26		2,012		2,109
6.500%, 07/01/26		40,275		42,226
6.500%, 09/01/31		133,281		139,237
7.000%, 07/01/11		3,460		3,585
7.500%, 05/01/32		218,331		231,606
8.000%, 12/01/19		9,707		10,250
8.000%, 07/01/20		25,001		26,369
8.000%, 09/01/30		17,845		18,930
8.500%, 06/15/21		139,822		152,552
9.000%, 10/01/17		3,495		3,520
Federal National Mortgage Association 4.000%, 08/01/19		92,692		94,210
4.000%, 08/01/20		1,033,044		1,046,741
4.000%, 05/01/33		741,913		734,995
4.223%, 12/01/34 (a)		215,918		214,966
4.341%, 11/01/34 (a)		139,147		139,628
4.500%, 05/01/19		1,016,501		1,043,002
4.500%, 09/01/19		2,463,868		2,528,104
4.500%, 03/01/20		447,486		458,593
4.500%, 04/01/20		16,920		17,340
4.500%, 08/01/35		155,473		157,858
4.500%, 10/01/35		340,928		346,158
4.750%, 11/19/12		7,550,000		8,308,209
5.000%, 10/01/17		2,230,207		2,309,260
5.000%, 12/01/17		12,080,222		12,508,423
5.000%, 02/01/18		2,557,808		2,645,059
5.000%, 03/01/18		2,105,831		2,175,829
5.000%, 04/01/18		3,112,040		3,212,625
5.000%, 05/01/18		971,795		1,003,205
5.000%, 06/01/18		2,922,349		3,016,804
5.000%, 11/01/18		3,243,633		3,348,472
5.000%, 10/01/20		1,815,273		1,868,273
5.000%, 11/01/33		9,382,627		9,604,398
5.000%, 07/01/34		11,343,396		11,604,423
5.000%, 08/01/34		1,016,153		1,039,536

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 5.000%, 03/01/35	$	748,183	$	765,400
5.000%, 06/01/35		10,447,701		10,688,116
5.000%, 08/01/35		7,565,056		7,734,410
5.000%, 09/01/35		3,067,041		3,135,701
5.000%, 10/01/35		10,432,222		10,665,762
5.000%, 12/01/35		551,914		564,270
5.000%, 11/01/36		2,509,955		2,566,144
5.000%, 06/01/38		62,475		63,854
5.000%, 07/01/38		7,680,855		7,850,401
5.000%, TBA		263,100,000		268,608,788
5.500%, 03/15/11 (c)		13,980,000		15,285,243
5.500%, 08/01/22		626,106		645,924
5.500%, 12/01/22		47,015		48,503
5.500%, 09/01/24		2,956,405		3,039,808
5.500%, 02/01/35		12,823,400		13,190,616
5.500%, 04/01/35		3,028,731		3,108,364
5.500%, 09/01/35		9,708,299		9,963,556
5.500%, 12/01/35		827,079		848,825
5.500%, 02/01/36 (a)		15,570,338		15,870,595
5.500%, 11/01/36		22,416,823		23,006,220
5.500%, 08/01/37		14,238,400		14,612,765
5.500%, 04/01/38		298,526		306,329
5.500%, 05/01/38		1,971,777		2,023,312
5.500%, TBA		56,800,000		58,486,278
5.542%, 01/25/43 (a)		784,986		703,216
5.557%, 05/01/36 (a)		14,013,055		14,343,526
5.745%, 08/01/37 (a)		12,082,462		12,536,942
6.000%, 06/01/32		214,511		221,660
6.000%, 01/01/33		790,036		816,363
6.000%, 04/01/35		6,865,614		7,088,034
6.000%, 10/01/36		12,098,047		12,469,065
6.000%, 11/01/36		10,821,613		11,153,486
6.000%, 09/01/37		168,577		173,737
6.000%, 10/01/37		25,219,758		25,991,769
6.000%, 11/01/37		61,725,591		63,615,096
6.000%, TBA		1,800,000		1,863,375
6.077%, 02/17/09 (a)		3,000,000		2,996,250
6.328%, 07/01/37 (a)		15,022,840		15,590,468
6.476%, 07/01/37 (a)		729,529		758,033
6.500%, 12/01/10		1,086		1,129
6.500%, 04/01/13		35,750		37,167
6.500%, 07/01/13		20,674		21,494
6.500%, 06/01/17		330,905		343,824
6.500%, 03/01/26		3,730		3,906
6.500%, 12/01/27		13,681		14,361
6.500%, 04/01/29		220,081		230,329
6.500%, 05/01/32		417,738		433,957
6.500%, 07/01/32		2,683,016		2,823,159
6.500%, 09/01/34		344,645		358,970
6.500%, 11/01/36		562,102		584,498
6.500%, 09/01/37		832,458		865,580
6.500%, 10/01/37		56,340		58,581
6.500%, TBA		37,800,000		39,252,956
7.000%, 12/01/14		21,380		22,220

*See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2008

Fixed Income—(Continued)

Security Description	Face Amount		Value*
Federal Agencies—(Continued)
Federal National Mortgage Association 7.000%, 07/01/15	$	3,875	$	4,039
7.000%, 11/01/23		5,194		5,500
7.000%, 02/01/28		16,665		17,649
7.000%, 10/01/28		127,718		135,115
7.000%, 11/01/28		7,103		7,480
7.000%, 02/01/29		30,875		32,687
7.000%, 01/01/30		12,925		13,674
7.000%, 11/01/31		88,085		93,206
7.000%, 01/01/34		553,135		584,112
7.500%, 02/01/16		77,313		80,796
7.500%, 11/01/29		59,525		63,048
7.500%, 11/01/30		20,042		21,219
7.500%, 01/01/31		11,002		11,648
7.500%, 04/01/32		42,412		44,937
7.500%, 05/01/32		27,804		29,460
8.000%, 05/01/28		8,968		9,498
8.000%, 08/01/30		3,205		3,404
8.000%, 10/01/30		10,939		11,618
8.000%, 02/01/31		287,311		304,600
8.000%, 07/01/32		1,365		1,450
11.500%, 09/01/19		536		609
12.000%, 10/01/15		31,933		36,657
12.000%, 01/15/16		1,464		1,683
12.500%, 09/20/15		2,118		2,458
12.500%, 01/15/16		14,451		16,853
Government National Mortgage Association 5.500%, 09/15/34		1,969,230		2,033,990
5.500%, 06/15/35		628,642		649,119
5.500%, 12/15/35		4,378,764		4,521,396
6.000%, 03/15/33		4,259,991		4,408,386
6.000%, 10/15/36		600,068		620,505
6.000%, 02/15/37		132,776		137,392
6.000%, 11/15/37		181,754		187,952
6.000%, TBA		20,200,000		20,806,000
6.500%, 06/15/31		26,997		28,376
6.500%, 08/15/34		649,975		677,898
7.000%, 09/15/31		36,212		38,314
7.500%, 01/15/29		13,985		14,820
7.500%, 09/15/29		13,706		14,525
7.500%, 02/15/30		19,070		20,126
7.500%, 04/15/30		30,159		31,961
7.500%, 05/15/30		13,151		13,937
7.500%, 09/15/30		26,816		28,419
8.500%, 05/15/18		20,698		22,130
8.500%, 06/15/25		112,835		120,599
9.000%, 03/15/09		108		110
9.000%, 04/15/09		506		516
9.000%, 05/15/09		281		287
9.000%, 09/15/09		1,158		1,184
9.000%, 12/15/16		10,422		11,141
				1,080,192,036

Security Description	Face Amount		Value*
Government Agency—1.5%
Financing Corp. Strips Zero Coupon, 06/27/11	$	13,949,000	$	13,486,200
National Archives Facility Trust 8.500%, 09/01/19		4,742,894		5,731,218
				19,217,418
U.S. Treasury—10.6%
U.S. Treasury Bond Principal Strip Zero Coupon, 11/15/09		7,500,000		7,429,905
U.S. Treasury Bonds 7.125%, 02/15/23 (c)		25,770,000		37,386,627
U.S. Treasury Inflation Indexed Bonds (TII) 2.000%, 01/15/26 (c) (d)		27,200,928		25,621,995
2.375%, 01/15/27 (c)		10,356,059		10,403,790
U.S. Treasury Inflation Indexed Notes (TII) 0.875%, 04/15/10 (c)		30,430,398		28,599,827
1.375%, 07/15/18 (c) (d)		9,383,524		8,775,791
U.S. Treasury Notes 4.000%, 08/31/09 (c)		14,790,000		15,142,993
4.000%, 08/15/18		20,000		23,095
4.750%, 05/31/12 (c)		5,370,000		6,010,625
				139,394,648
Total Fixed Income (Identified Cost $1,569,404,809)				1,488,417,724
Options Purchased—0.0%
Security Description	Contracts		Value*
Put Options—0.0%
U.S. Treasury Notes 10 Year Future		191		29,844
Total Options Purchased (Identified Cost $251,547)				29,844
Preferred Stock—0.0%
Security Description	Shares		Value*
Thrifts & Mortgage Finance—0.0%
Federal Home Loan Mortgage Corp. (c)		150,025		58,510
Federal National Mortgage Association		108,775		90,283
Total Preferred Stock (Identified Cost $6,470,000)				148,793

*See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2008

Short Term Investments—26.3%

Security Description	Shares/Face Amount		Value*
Discount Notes—13.9%
Federal Home Loan Bank 0.125%, 01/02/09	$	30,500,000	$	30,497,645
1.123%, 03/26/09		28,200,000		28,190,130
1.363%, 05/20/09		48,200,000		47,976,673
Federal Home Loan Mortgage Corp. 1.385%, 05/05/09		21,100,000		21,009,153
Federal National Mortgage Association 1.385%, 05/05/09		56,100,000		55,858,458
				183,532,059
Mutual Funds—10.4%
State Street Navigator Securities Lending Prime Portfolio (e)		137,507,248		137,507,248
Repurchase Agreement—2.0%
State Street Repurchase Agreement dated 12/31/08 at 0.005% to be repurchased at $25,777,007 on 01/02/09, collateralized by $26,340,000 U.S. Treasury Bill due 07/30/09 with a value of $26,295,222.		25,777,000		25,777,000
Total Short Term Investments (Identified Cost $346,816,307)				346,816,307
Total Investments—139.2% (Identified Cost $1,922,942,663) (f)				1,835,412,668
Liabilities in excess of other assets				(516,471,788	)
Total Net Assets—100%			$	1,318,940,880

(a) Variable or Floating Rate Security. Rate disclosed is as of December 31, 2008.

(b) Non-Income Producing; Defaulted Bond.

(c) A portion or all of the security was on loan. As of December 31, 2008, the market value of securities loaned was $133,661,908 and the collateral received consisted of cash in the amount of $137,507,248. The cash collateral is invested in a money market fund managed by an affiliate of the custodian.

(d) A portion or all of the security was pledged as collateral against open futures contracts.

(e) Represents investment of cash collateral received from securities lending transactions.

(f) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $1,923,632,948 and the composition of unrealized appreciation and depreciation of investment securities was $38,435,061 and $(126,655,341), respectively.

(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2008, the market value of 144A securities was $58,562,898, which is 4.4% of total net assets.

(TBA)— A contract for the purchase or sale of a Mortgage Backed Security to be delivered at a future date but does not include a specified pool or precise amount to be delivered.

(TII)— A Treasury Inflation Index is a security with a fixed interest rate and the principal is adjusted for inflation. At maturity, the security will be redeemed at the greater of the inflation adjusted principal or par amount at original issue.

Futures Contracts

Futures Contracts—Long	Expiration Date	Number of Contracts		Contract Amount			Valuation as of 12/31/2008			Unrealized Appreciation/ Depreciation
90 Day Eurodollar Futures	3/16/2009	796		$	192,796,540		$	196,890,600		$	4,094,060
90 Day Eurodollar Futures	9/14/2009	842			203,455,659			207,858,225			4,402,566
90 Day Eurodollar Futures	6/14/2010	177			43,317,059			43,480,050			162,991
90 Day Eurodollar Futures	12/13/2010	106			25,791,590			25,938,200			146,610
90 Day Eurodollar Futures	3/14/2011	200			48,987,638			48,880,000			(107,638	)
U.S. Treasury Notes 10 Year Futures	3/20/2009	1,625			193,869,414			204,343,750			10,474,336
Futures Contracts—Short
U.S. Treasury Notes 5 Year Futures	3/31/2009	(2,527	)		(291,196,981	)		(300,851,197	)		(9,654,216	)
U.S. Treasury Notes 30 Year Futures	3/20/2009	(15	)		(1,968,167	)		(2,070,703	)		(102,536	)
Net Unrealized Appreciation										$	9,416,173

Options Written

Options Written—Calls	Expiration Date	Number of Contracts		Premiums Received			Valuation as of 12/31/2008			Unrealized Depreciation
Eurodollar Futures 97.625 Call	9/14/2009	(842	)	$	(650,540	)	$	(2,478,638	)	$	(1,828,098	)
U.S. Treasury Notes 10 Year Futures 120 Call	2/20/2009	(191	)		(261,766	)		(1,229,563	)		(967,797	)
Net Unrealized Depreciation										$	(2,795,895	)

*See accompanying notes to financial statements.

MSF-9

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	333,185,936	$	6,620,278
Level 2 - Other Significant Observable Inputs		1,502,226,732		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	1,835,412,668	$	6,620,278

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

MSF-10

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a) (b)				$	1,835,412,668
Cash					6,605,296
Receivable for:
Securities sold					1,219
Fund shares sold					942,830
Accrued interest					6,001,101
Total Assets			��		1,848,963,114
Liabilities
Payable for:
Securities purchased	$	383,108,965
Fund shares redeemed		3,750,933
Futures variation margin		1,289,053
Collateral for securities loaned		137,507,248
Options written, at fair value (c)		3,708,201
Accrued expenses:
Management fees		542,840
Service and distribution fees		63,673
Deferred directors’ fees		9,345
Other expenses		41,976
Total Liabilities					530,022,234
Net Assets				$	1,318,940,880
Net assets consists of:
Capital paid in				$	1,351,684,548
Undistributed net investment income					60,499,766
Accumulated net realized losses					(12,333,717	)
Unrealized depreciation on investments, futures contracts and options					(80,909,717	)
Net Assets				$	1,318,940,880
Computation of offering price:
Class A
Net asset value and redemption price per share ($989,317,420 divided by 82,982,479 shares outstanding)				$	11.92
Class B
Net asset value and redemption price per share ($258,917,857 divided by 21,818,313 shares outstanding)				$	11.87
Class E
Net asset value and redemption price per share ($70,705,603 divided by 5,952,926 shares outstanding)				$	11.88
(a) Identified cost of investments				$	1,922,942,663
(b) Includes cash collateral for securities loaned of				$	137,507,248
(c) Premiums received on written options				$	912,306

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends				$	360,462
Interest					66,864,780	(a)
					67,225,242
Expenses
Management fees	$	7,017,761
Service and distribution fees—Class B		620,250
Service and distribution fees—Class E		125,779
Directors’ fees and expenses		31,874
Custodian		150,949
Audit and tax services		39,791
Legal		26,064
Printing		228,260
Insurance		16,848
Miscellaneous		45,021
Total expenses					8,302,597
Net Investment Income					58,922,645
Realized and Unrealized Gain (Loss)
Realized gain (loss) on:
Investments—net		22,381,523
Futures contracts—net		(22,503,236	)
Options—net		5,582,455			5,460,742
Change in unrealized appreciation (depreciation) on:
Investments—net		(81,512,636	)
Futures contracts—net		9,070,591
Options—net		(3,472,987	)		(75,915,032	)
Net loss					(70,454,290	)
Net Decrease in Net Assets From Operations				$	(11,531,645	)

(a) Includes income on securities loaned of $2,259,065.

See accompanying notes to financial statements.

MSF-11

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	58,922,645		$	58,123,290
Net realized gain (loss)		5,460,742			(5,263,684	)
Change in unrealized appreciation (depreciation)		(75,915,032	)		777,370
Increase (decrease) in net assets from operations		(11,531,645	)		53,636,976
From Distributions to Shareholders
Net investment income
Class A		(45,803,273	)		(25,701,258	)
Class B		(9,570,316	)		(5,038,642	)
Class E		(3,580,246	)		(2,574,347	)
Total distributions		(58,953,835	)		(33,314,247	)
Increase in net assets from capital share transactions		39,042,622			158,560,156
Net increase (decrease) in net assets		(31,442,858	)		178,882,885
Net Assets
Beginning of the period		1,350,383,738			1,171,500,853
End of the period	$	1,318,940,880		$	1,350,383,738
Undistributed Net Investment Income
End of the period	$	60,499,766		$	58,910,311

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Class A
Sales	32,176,748		$	390,719,708		25,944,586		$	318,487,141
Reinvestments	3,813,761			45,803,273		2,110,120			25,701,258
Redemptions	(35,673,810	)		(424,028,463	)	(17,495,862	)		(214,420,714	)
Net increase	316,699		$	12,494,518		10,558,844		$	129,767,685
Class B
Sales	10,004,147		$	120,227,070		7,713,101		$	94,310,450
Reinvestments	799,525			9,570,316		414,703			5,038,642
Redemptions	(7,223,550	)		(86,313,042	)	(4,789,601	)		(58,633,913	)
Net increase	3,580,122		$	43,484,344		3,338,203		$	40,715,179
Class E
Sales	541,261		$	6,580,861		1,092,215		$	13,418,398
Reinvestments	298,852			3,580,246		211,880			2,574,347
Redemptions	(2,253,679	)		(27,097,347	)	(2,277,527	)		(27,915,453	)
Net decrease	(1,413,566	)	$	(16,936,240	)	(973,432	)	$	(11,922,708	)
Increase derived from capital share transactions			$	39,042,622				$	158,560,156

See accompanying notes to financial statements.

MSF-12

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Financial Highlights

	Class A
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	12.48		$	12.30		$	12.22		$	12.43		$	12.34
Income From Investment Operations
Net investment income		0.50	(a)		0.57	(a)		0.46			0.19			0.20
Net realized and unrealized gain (loss) of investments		(0.53	)		(0.05	)		0.03			0.01			0.18
Total from investment operations		(0.03	)		0.52			0.49			0.20			0.38
Less Distributions
Distributions from net investment income		(0.53	)		(0.34	)		(0.41	)		(0.17	)		(0.16	)
Distributions from net realized capital gains		0.00			0.00			0.00			(0.24	)		(0.13	)
Total distributions		(0.53	)		(0.34	)		(0.41	)		(0.41	)		(0.29	)
Net Asset Value, End of Period	$	11.92		$	12.48		$	12.30		$	12.22		$	12.43
Total Return (%)		(0.4	)		4.4			4.2			1.7			3.0
Ratio of operating expenses to average net assets (%)		0.52			0.54			0.58			0.61			0.64
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		N/A			N/A			N/A			N/A			0.64
Ratio of net investment income to average net assets (%)		4.12			4.66			4.36			3.00			1.56
Portfolio turnover rate (%)		436			685			835			964			977
Net assets, end of period (000)	$	989,317		$	1,032,047		$	886,805		$	471,703		$	148,047

	Class B
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	12.43		$	12.25		$	12.16		$	12.38		$	12.31
Income From Investment Operations
Net investment income		0.46	(a)		0.54	(a)		0.44			0.25			0.16
Net realized and unrealized gain (loss) of investments		(0.52	)		(0.05	)		0.02			(0.08	)		0.17
Total from investment operations		(0.06	)		0.49			0.46			0.17			0.33
Less Distributions
Distributions from net investment income		(0.50	)		(0.31	)		(0.37	)		(0.15	)		(0.13	)
Distributions from net realized capital gains		0.00			0.00			0.00			(0.24	)		(0.13	)
Total distributions		(0.50	)		(0.31	)		(0.37	)		(0.39	)		(0.26	)
Net Asset Value, End of Period	$	11.87		$	12.43		$	12.25		$	12.16		$	12.38
Total Return (%)		(0.5	)		4.0			3.9			1.4			2.7
Ratio of operating expenses to average net assets (%)		0.77			0.79			0.83			0.86			0.89
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		N/A			N/A			N/A			N/A			0.89
Ratio of net investment income to average net assets (%)		3.87			4.41			4.08			2.76			1.81
Portfolio turnover rate (%)		436			685			835			964			977
Net assets, end of period (000)	$	258,918		$	226,693		$	182,472		$	117,258		$	35,073

Please see following page for Financial Highlights footnote legend.

See accompanying notes to financial statements.

MSF-13

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Financial Highlights

	Class E
	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	12.44		$	12.26		$	12.18		$	12.38		$	12.31
Income From Investment Operations
Net investment income		0.48	(a)		0.55	(a)		0.54			0.34			0.17
Net realized and unrealized gain (loss) of investments		(0.53	)		(0.05	)		(0.07	)		(0.15	)		0.17
Total from investment operations		(0.05	)		0.50			0.47			0.19			0.34
Less distributions
Distributions from net investment income		(0.51	)		(0.32	)		(0.39	)		(0.15	)		(0.14	)
Distributions from net realized capital gains		0.00			0.00			0.00			(0.24	)		(0.13	)
Total distributions		(0.51	)		(0.32	)		(0.39	)		(0.39	)		(0.27	)
Net Asset Value, End of Period	$	11.88		$	12.44		$	12.26		$	12.18		$	12.38
Total Return (%)		(0.4	)		4.1			4.0			1.6			2.8
Ratio of operating expenses to average net assets (%)		0.67			0.69			0.73			0.76			0.79
Ratio of operating expenses to average net assets without giving effect to the contractual expense agreement would have been (%) (b)		N/A			N/A			N/A			N/A			0.79
Ratio of net investment income to average net assets (%)		3.98			4.51			4.13			2.74			1.42
Portfolio turnover rate (%)		436			685			835			964			977
Net assets, end of period (000)	$	70,706		$	91,643		$	102,223		$	117,409		$	123,455

(a) Per share amount is based on average shares outstanding during the period.

(b) The Portfolio had previously entered into a contractual agreement to limit Portfolio expenses. This agreement expired in 2004.

See accompanying notes to financial statements.

MSF-14

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Western Asset Management U.S. Government Portfolio (the “Portfolio”) is a diversified series of the Fund. Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although the Portfolio is not available to all such separate accounts and Qualified Plans. The Portfolio’s shares may be divided into different classes. Currently, the classes being offered by the Portfolio are named Class A, Class B and Class E. The classes of the Portfolio’s shares are identical, except that certain additional charges (Rule 12b-1 fees) are made against Class B and Class E shares. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio and certain Portfolio-level expense reductions, if any, are allocated daily, on a pro rata basis, to each class based on the relative net assets of each class to the total net assets of the Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When the Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

MSF-15

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

The Portfolio expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Portfolio may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Portfolio values its securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Portfolio values its securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to the subadviser of the Portfolio.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Repurchase Agreements:

The Portfolio, through the custodian or a subcustodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Portfolio requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be at least equal to 100% of the repurchase price in the case of a repurchase agreement of one-day duration and 102% on all other repurchase agreements. The Portfolio’s subadviser is responsible for determining that the value of the collateral is at all times at least equal to the repurchase price. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed, limited or wholly denied.

Futures Contracts:

The Portfolio may buy and sell futures contracts (on recognized exchanges) as a hedge, to maintain exposure to the broad markets or to enhance return. Futures contracts are agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other contracts not calling for physical delivery, for a set price in the future. The Portfolio must post an amount equal to a portion of the total market value of the futures contract as futures variation margin, which is returned when the Portfolio’s obligations under the contract have been satisfied. From time to time thereafter, the Portfolio may have to post variation margin to maintain this amount as the market value of the contract fluctuates. Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

MSF-16

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Options:

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain exposure to the broad markets or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options purchased to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market, or if the counterparty is unable to perform. The maximum loss for purchased options is limited to the premium initially paid for the option. For options written by the Portfolio, the maximum loss is not limited to the premium initially received for the option.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option expires worthless and the premium paid for the option is considered the loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying position increases and the option is exercised. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying position decreases and the option is exercised. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

Mortgage Dollar Rolls:

The Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Dollar rolls are accounted for as purchase and sale transactions; gain/loss is recognized at the end of the term of the dollar roll. The average monthly balance of dollar rolls outstanding during the year ended December 31, 2008 was $490,719,022 for the Portfolio.

A Portfolio that enters into mortgage dollar rolls is subject to the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Portfolio’s use of proceeds from the dollar roll may be restricted pending a court determination, a determination by the other party, or its trustee or receiver, whether to enforce the Portfolio’s obligation to repurchase the securities.

“When-Issued” Securities:

Purchasing securities “when-issued” is a forward commitment by the Portfolio to buy a security. The estimated amount of the Portfolio’s payment obligation and the security’s interest rate are determined when the commitment is made, even though no interest accrues until the security is issued, which is generally 15 to 120 days later. The Portfolio will segregate liquid assets with its custodian sufficient at all times to satisfy these commitments. If the value of the security is less when delivered than when the commitment was made, the Portfolio will suffer a loss.

Mortgage-Backed Securities:

The Portfolio invests a significant portion of its assets in securities of issuers that hold mortgage and asset backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain issuers held by the Portfolio. At December 31, 2008, the Portfolio held securities of issuers that hold mortgage and asset backed securities and direct investments in mortgage and asset backed securities (excluding federal agencies) with an aggregate value of $232,555,097 (representing 17.6% of the Portfolio’s total net assets).

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of

MSF-17

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Portfolio had capital loss carryforwards as follows:

Expiring 12/31/15	Total
$507,028	$	507,028

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	58,953,835	$	33,314,247	$	—	$	—	$	—	$	—	$	58,953,835	$	33,314,247

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards			Total
$	61,154,844	$	—	$	(87,998,577	)	$	(507,028	)	$	(27,350,761	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(4,737,825	)

Dividends and Distributions to Shareholders:

The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of securities (excluding short term investments) for the Portfolio were as follows:

Purchases				Sales
U.S. Government		Other		U.S. Government		Other
$	6,827,938,765	$	193,435,340	$	6,897,019,347	$	30,901,992

MSF-18

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Options Written:

The Portfolio transactions in options written during the year ended December 31, 2008 were as follows:

Call Options	Number of contracts		Premiums received
Options outstanding December 31, 2007	758		$	542,085
Options written	3,311			2,951,227
Options closed	(1,546	)		(1,367,384	)
Options expired	(1,490	)		(1,213,622	)
Options outstanding December 31, 2008	1,033		$	912,306

Put Options	Number of contracts		Premiums received
Options outstanding December 31, 2007	758		$	375,210
Options written	1,644			1,220,891
Options closed	(189	)		(229,493	)
Options expired	(2,213	)		(1,366,608	)
Options outstanding December 31, 2008	0		$	0

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers, LLC (“MetLife Advisers”) is the investment adviser to the Portfolio. The Fund has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

Management Fees earned by MetLife Advisers for the year ended December 31, 2008	Annual percentage rates paid to MetLife Advisers	Based on Portfolios average daily net asset levels
$7,017,761	0.550%	Of the first $500 million
	0.450%	On amounts in excess of $500 million

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

MetLife Advisers has entered into an investment subadvisory agreement with respect to the Portfolio. Western Asset Management Co. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Service and Distribution Fees:

The Fund has adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E shares. Under the Distribution and Service Plan, the Class B and E shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares and 0.15% per year for Class E shares. Amounts paid by the Portfolio for the year ended December 31, 2008 are shown as Service and Distribution fees in the Statement of Operations.

5. SECURITIES LENDING:

The Fund has entered into a securities lending arrangement with the Fund’s custodian, State Street Bank and Trust Company (the “custodian”). Under the agreement, the custodian is authorized to loan securities on the Portfolios’ behalf. In exchange, the Portfolio receives either cash or securities as collateral against the loaned securities. The Portfolio receives collateral at least equal to 102% of the market value of the loaned securities (105% for foreign securities), at each loan’s inception. Collateral must be maintained at least at 100% of the market value of the loaned securities for the duration of the loan. The cash collateral is

MSF-19

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

invested in the Navigator Securities Lending Prime Portfolio, an affiliate of the custodian, which invests in a variety of high quality U.S. dollar-denominated instruments. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower shall be required to deliver, by the close of business on the following business day, an additional amount of collateral, equal to at least 100% of the market value of all the loaned securities as of such preceding day. The Portfolio receives 80% of the annual net income from securities lending transactions, which is included in interest income of the Portfolio. The remaining 20% is paid to the custodian as compensation for its securities lending services. Interest income received by the Portfolio via lending transactions during the year ended December 31, 2008 is footnoted in the Statement of Operations. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment purchased with such collateral. Any outstanding loans by the Portfolio at December 31, 2008 are footnoted in the Schedule of Investments.

6. MARKET AND CREDIT RISK:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statements of Assets and Liabilities.

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

MSF-20

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Western Asset Management U.S. Government Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Western Asset Management U.S. Government Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2009

MSF-21

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-22

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-23

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-24

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-25

Metropolitan Series Fund, Inc.

Western Asset Management U.S. Government Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-26

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-27

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with MetLife eDelivery^® while helping MetLife preserve the planet’s natural resources.

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  Metropolitan Series Fund, Inc. Zenith Equity Portfolio     Annual Report December 31, 2008

NOT PART OF THE ANNUAL REPORT

Letter from the President

February 1, 2009

Letter to Policy Holders:

2008 was an extraordinary year in the capital markets around the world and for the global economy. Energy prices rose to record levels early in the year before falling by two-thirds by year-end. A credit crisis that began with concerns about sub-prime mortgages led to massive changes in the financial landscape with government takeovers, forced sales, and outright failures of a number of large, once venerable firms.

While bonds as measured by the Barclays Capital U.S. Aggregate Bond Index (formerly known as, Lehman Brothers U.S. Aggregate Bond Index) were up 5.2% for the year in response to declining interest rates, there were large differences in the total returns of the various sectors of the bond market. U.S. treasury securities were up over 13% as frightened investors sought refuge in what they perceived to be the safest and most liquid investments. In contrast, investment grade corporate securities lost nearly 5% as credit spreads widened and below investment grade or high yield bonds fell over 26%.

In response to the growing credit crisis and the weakening economy, common stocks fell sharply across all regions, styles, and capitalizations. As measured by the Standard and Poor’s 500, U.S. common stocks fell 37% for the year, the worst calendar year decline since the 1930s. Foreign stocks were down even more with the MSCI EAFE Index down 43% for the year.

On the following pages, you will find a complete review of your Portfolio and its investment performance.

MetLife is committed to building your financial freedom. We appreciate your trust and will continue to focus our efforts on meeting your investment needs.

Sincerely,

Elizabeth M. Forget

President, Metropolitan Series Fund, Inc.

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

PORTFOLIO PERFORMANCE

For the twelve-month period ended December 31, 2008, the Class A shares of the Zenith Equity Portfolio returned -38.5%, compared to its benchmark, the Standard & Poor’s 500 Index¹, which returned -37.0%. The average return of its peer group, the Lipper Variable Insurance Products Large-Cap Core Funds Universe², was -38.8% over the same period.

ECONOMIC AND MARKET REVIEW

The first half of 2008 was highlighted by growing concerns about the economy due to the emerging credit crisis, rising unemployment, falling consumer confidence, a struggling housing sector, and skyrocketing food and energy prices. The forced sale of Bear Stearns in March to JP Morgan at first appeared to be an isolated event, but would prove to be a harbinger of things to come. The Federal Reserve was aggressive early in the year to revive the economy when they cut their target rate several times to bring it down from 4.25% to 2.00% by early May. They held rates steady in subsequent meetings through the summer as they tried to balance the danger of the economy falling into a recession against their desire to control growing inflation pressures.

However, the evidence of a weakening economy (especially falling real estate prices and the impact of the sub-prime mortgage crisis) gained momentum during the summer, climaxing in the extraordinary events of September and October that saw the government’s provision of credit assistance to Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers, and the failure of Washington Mutual. The U.S. government and governments around the world took massive fiscal and monetary actions to stabilize the capital markets, restore liquidity to the clogged credit pipeline, and to stimulate the economy. These efforts continue as we move into 2009. Although we now know that the recession began a year ago in December 2007, the recession intensified during the last months of 2008: unemployment rose sharply as companies made massive layoffs, housing prices and sales continued to fall, retail sales fell, and, in a bit of good news/bad news, oil prices fell nearly $100 per barrel in response in expectation of lower global demand. The incoming administration of Barack Obama faces what most pundits call the largest economic crisis since the Great Depression.

U.S. common stocks suffered their worst calendar year decline in over seventy years during 2008 as measured by the -37.0% return of the Standard & Poor’s 500 Index. Growing expectations for a deep and long recession and a sharp drop in corporate earnings drove stock prices lower. The total collapse of several high profile financial firms pulled the indices down further. While there was very little difference in the return by style within large cap stocks, growth fell more than value at the mid cap and small cap segments. There was little difference in return by capitalization. By sector, Financials and Materials were down the most, while Consumer Staples held up better on a relative basis. Energy, which was up nearly 9% in the first half of the year, fell 40% in the second half to finish the year down almost 35%. Foreign stocks were also down sharply for the year, falling over 43% as measured by the MSCI EAFE Index. Emerging markets were down 53.3% as measured by the MSCI Emerging Markets Index⁵.

PORTFOLIO REVIEW

The Zenith Equity Portfolio is a “fund of funds” that invests in other Portfolios of the Metropolitan Series Fund, Inc. At the end of the period, MetLife Advisers invested the assets of Zenith Equity Portfolio equally among the Capital Guardian U.S. Equity Portfolio, the FI Value Leaders Portfolio, and Jennison Growth Portfolio (the Underlying Portfolios). Capital Guardian returned -39.4% for the period compared to its benchmark (S&P 500), which returned -37.0%. It was hurt by weak stock selection in the financial sector. Four financial stocks, Lehman Brothers (securities), Freddie Mac (mortgages), Fannie Mae (mortgages), and Washington Mutual (mortgage lender) lost nearly all of their value during the year and together were responsible for the Portfolio’s entire underperformance. Overperformance in Health Care helped buoy the Portfolio, namely its stake in Genentech. FI Value Leaders returned -38.9% compared to the Russell 1000 Value Index³ return of -36.8%. Its stock selection was mixed. In the Financials sector, it was helped by avoiding Wachovia and Washington Mutual and holding Wells Fargo. It was hurt by stock selection in the Consumer Staples sector; holding food company Bunge, Ltd. and not owning stalwart Wal-Mart Stores. With a return of -36.4%, Jennison still lost absolute ground, but it outperformed the S&P 500 and the -38.4% return of the Russell 1000 Growth Index⁴. Jennison was helped by an underweight in the weak Financial sector and good stock selection, avoiding most of the high profile financial names that blew up. On the other hand, the Portfolio was hurt by stock selection in the Energy sector. It did not hold the strong performing Exxon Mobil, but did hold the relatively weak oil service companies Halliburton and Schlumberger.

* The views expressed above are those of the advisory firm as of December 31, 2008 and are subject to change based on market and other conditions. Information about the Portfolio’s holdings, asset allocation, industry allocation, or country diversification is historical and is not an indication of future Portfolio composition, which will vary. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible.

¹ The Standard & Poor’s (S&P) 500^® Composite Stock Price Index is an unmanaged index representing the performance of 500 major companies, most of which are listed on the New York Stock Exchange.

² The Lipper Variable Products Fund Average is an average of the total return performance (calculated on the basis of net asset value) of variable product funds with similar investment objectives to those of the subject Portfolio as calculated by Lipper Analytical Services, an independent mutual fund ranking service.

³ The Russell 1000^® Value Index is an unmanaged measure of the largest capitalized U.S. domiciled companies with a less than average growth orientation. Companies in this Index generally have a low price-to-book and price-to-earnings ratio, higher divided yields and lower forecasted growth values.

⁴ The Russell 1000^® Growth Index is an unmanaged measure of performance of the largest capitalized U.S. companies, within the Russell 1000 companies, that have higher price-to-book ratios and forecasted growth values.

⁵ The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of January 2009 the MSCI Emerging Markets Index consisted of the following 23 emerging market country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

MSF-2

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

A $10,000 INVESTMENT COMPARED TO THE

S&P 500 INDEX

Average Annual Returns as of December 31, 2008

	Zenith Equity Portfolio	S&P 500 Index
1 Year	-38.5%	-37.0%
5 Year	-3.0	-2.2
10 Year	-2.1	-1.4

Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plans. If these charges were included, the returns would be lower.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION

as of December 31, 2008

Top Holdings

	% of Total Net Assets
Metropolitan Series Fund, Inc.—FI Value Leaders Portfolio, (Class A)	33.8%
Metropolitan Series Fund, Inc.—Capital Guardian U.S Equity Portfolio, (Class A)	33.1%
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	33.1%

MSF-3

Metropolitan Series Fund, Inc.

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2008 through December 31, 2008.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

Portfolio		Annualized Expense Ratio		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Expenses Paid During Period* July 1, 2008 to December 31, 2008
Zenith Equity(a)	Actual	0.75	%	$	1,000.00	$	699.35	$	3.20
	Hypothetical	0.75	%	$	1,000.00	$	1,021.32	$	3.81

* Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, divided by 366 (to reflect the the one-half year period).

^(a) The annualized expense ratio reflects the expenses of both the Zenith Equity Portfolio and the underlying Portfolios in which it invests.

MSF-4

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Schedule of Investments as of December 31, 2008

Mutual Funds—100.0%

Security Description	Shares	Value*
Affiliated Investment Companies—100.0%
Metropolitan Series Fund, Inc.—Capital Guardian U.S. Equity Portfolio, (Class A)	23,307,023	$	150,796,440
Metropolitan Series Fund, Inc.—FI Value Leaders Portfolio, (Class A)	1,442,626		153,654,140
Metropolitan Series Fund, Inc.—Jennison Growth Portfolio, (Class A)	19,282,892		150,599,388
Total Mutual Funds (Identified Cost $673,807,887)			455,049,968
Total Investments—100.0% (Identified Cost $673,807,887) (a)			455,049,968
Liabilities in excess of other assets			(58,981	)
Total Net Assets—100%		$	454,990,987

(a) The aggregate cost of investments for federal income tax purposes as of December 31, 2008 was $683,761,969 and the unrealized depreciation of investment securities was $(228,712,001).

The Portfolio adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157), effective with the beginning of the Portfolio’s fiscal year. FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements. The three levels of the hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	455,049,968	$	0
Level 2 - Other Significant Observable Inputs		0		0
Level 3 - Significant Unobservable Inputs		0		0
Total	$	455,049,968	$	0

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, swap contracts and written options, which are valued based on the unrealized appreciation/depreciation on the instrument.

*See accompanying notes to financial statements.

MSF-5

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Statement of Assets & Liabilities

December 31, 2008

Assets
Investments at value (a)			$	455,049,968
Cash				1
Receivable for:
Securities sold				203,842
Fund shares sold				27,697
Total Assets				455,281,508
Liabilities
Payable for:
Fund shares redeemed	$	231,539
Accrued expenses:
Deferred directors’ fees		36,425
Other expenses		22,557
Total Liabilities				290,521
Net Assets			$	454,990,987
Net assets consists of:
Capital paid in			$	595,521,280
Undistributed net investment income				26,893,197
Accumulated net realized gains				51,334,429
Unrealized depreciation on investments				(218,757,919	)
Net Assets			$	454,990,987
Computation of offering price:
Class A
Net asset value and redemption price per share ($454,990,987 divided by 1,626,542 shares outstanding)			$	279.73
(a) Identified cost of investments			$	673,807,887

Statement of Operations

For the Year Ended December 31, 2008

Investment Income
Dividends from Underlying Portfolios				$	12,800,694
Expenses
Directors’ fees and expenses (a)	$	(22,199	)
Custodian		32,828
Audit and tax services		21,423
Legal		11,265
Miscellaneous		7,406
Total expenses					50,723
Net Investment Income					12,749,971
Realized and Unrealized Gain (Loss)
Realized gain (loss) on:
Investments—net		(241,510	)
Capital gains distributions from Underlying Portfolios		73,596,787			73,355,277
Change in unrealized depreciation on:
Investments—net					(391,180,914	)
Net loss					(317,825,637	)
Net Decrease in Net Assets From Operations				$	(305,075,666	)

(a) Reflects the change in the deferred directors fee liability which is marked to market based on the portfolio’s investment performance.

See accompanying notes to financial statements.

MSF-6

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Statements of Changes in Net Assets

	Year ended December 31, 2008			Year ended December 31, 2007
From Operations
Net investment income	$	12,749,971		$	5,680,584
Net realized gain		73,355,277			99,132,587
Change in unrealized depreciation		(391,180,914	)		(55,905,944	)
Increase (decrease) in net assets from operations		(305,075,666	)		48,907,227
From Distributions to Shareholders
Net Investment Income		(18,168,336	)		(6,947,399	)
Net realized gain		(4,644,866	)		0
Total distributions		(22,813,202	)		(6,947,399	)
Decrease in net assets from capital share transactions		(70,097,264	)		(126,957,251	)
Net decrease in net assets		(397,986,132	)		(84,997,423	)
Net Assets
Beginning of the period		852,977,119			937,974,542
End of the period	$	454,990,987		$	852,977,119
Undistributed Net Investment Income
End of the period	$	26,893,197		$	18,091,157

Other Information:

Capital Shares

Transactions in capital shares were as follows:

	Year ended December 31, 2008					Year ended December 31, 2007
	Shares		$			Shares		$
Sales	144,954		$	45,318,219		186,558		$	87,294,647
Reinvestments	53,615			22,813,202		14,827			6,947,399
Redemptions	(390,997	)		(138,228,685	)	(472,139	)		(221,199,297	)
Net decrease	(192,428	)	$	(70,097,264	)	(270,754	)	$	(126,957,251	)

See accompanying notes to financial statements.

MSF-7

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Financial Highlights

	Year ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	468.93		$	448.85		$	416.68		$	381.97		$	345.68
Income From Investment Operations
Net investment income		7.34	(a)		2.91	(a)		3.40			2.29			3.44
Net realized and unrealized gain (loss) of investments		(183.50	)		20.66			31.01			35.94			34.45
Total from investment operations		(176.16	)		23.57			34.41			38.23			37.89
Less Distributions
Distributions from net investment income		(10.38	)		(3.49	)		(2.24	)		(3.52	)		(1.60	)
Distributions from net realized capital gains		(2.66	)		0.00			0.00			0.00			0.00
Total distributions		(13.04	)		(3.49	)		(2.24	)		(3.52	)		(1.60	)
Net Asset Value, End of Period	$	279.73		$	468.93		$	448.85		$	416.68		$	381.97
Total Return (%)		(38.5	)		5.3			8.3			10.2			11.0
Ratio of operating expenses to average net assets (%)		0.01	(b)		0.01	(b)		0.01	(b)		0.01	(b)		0.01	(b)
Ratio of net investment income to average net assets (%)		1.92			0.62			0.72			0.52			0.91
Portfolio turnover rate (%)		17			11			6			5			4
Net assets, end of period (000)	$	454,991		$	852,977		$	937,975		$	996,855		$	1,029,383

(a) Per share amount is based on average shares outstanding during the period.

(b) The ratio of operating expenses to average net assets does not include expenses of investment companies in which the Portfolio invests.

See accompanying notes to financial statements.

MSF-8

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Notes to Financial Statements—December 31, 2008

1. ORGANIZATION:

Metropolitan Series Fund, Inc. (the “Fund”) is organized as a corporation under the laws of Maryland pursuant to Articles of Incorporation filed on November 23, 1982, as amended, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company. The Fund is a “series” type of mutual fund, which issues separate series of stock. Each series represents an interest in a separate portfolio of Fund investments. The Zenith Equity Portfolio (the “Asset Allocation Portfolio”) is a non-diversified series of the fund. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers, LLC (“MetLife Advisers”) or its affiliates (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Fund are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”), New England Life Insurance Company, General American Life Insurance Company (“General American”), The MetLife Investors Group of Insurance Companies, MetLife Insurance Company of Connecticut and other affiliated insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”), as an investment vehicle for variable life insurance, group annuity or variable annuity products of these insurance companies or Qualified Plans, although not all Portfolios are available to all such separate accounts and Qualified Plans.

2. SIGNIFICANT ACCOUNTING POLICIES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements. The policies are in conformity with GAAP.

Investment Valuation:

The net asset value of the Asset Allocation Portfolio is calculated based on the net asset values of the Underlying Portfolios in which the Asset Allocation Portfolio invests. The Underlying Portfolios that are series of the Fund will use fair value pricing in the circumstances and manner described below.

The Underlying Portfolios are valued as follows:

Debt securities (other than short term obligations with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated or composite bid quotations obtained by independent pricing services and/or brokers and dealers selected by the relevant subadviser pursuant to authorization of the Board of Directors of the Fund (the “Board” or “Directors”). Such quotations take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. Short term obligations with a remaining maturity of sixty days or less are valued at amortized cost which approximates fair market value.

Equity securities traded on a national securities exchange or other exchanges are valued at their last sale price on the principal trading market. Equity securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price (the “NOCP”). The NOCP is the last reported sale price if the last reported sale price falls between the spread of the last reported bid and asked prices. If the last reported bid and asked prices are above the last reported sale price, the NOCP will be the last reported bid price. If the last reported bid and asked prices are below the last reported sale price, the NOCP will be the last reported asked price. Equity securities traded on a national securities exchange or other exchanges or on the NASDAQ National Market System for which there is no reported sale during the day are valued at the last reported bid price. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for that security by the Board or its delegates. If no closing price is available, then such securities are valued by using the last reported bid price. Equity securities traded over-the-counter are valued at the last reported sales price.

If no current market value quotation is readily available or reliable for a portfolio security, fair value will be determined in accordance with procedures established by and under the general supervision of the Board. When an Underlying Portfolio uses fair value pricing, it may take into account any factors it deems appropriate. The value of securities used by the Portfolio to calculate its net asset value may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

The Underlying Portfolios expect to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances. For example, the Underlying Portfolios may use fair value pricing if the exchange on which a security is traded closes early or trading in the security is suspended.

MSF-9

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

Securities traded primarily on an exchange outside of the United States which closes before the close of the New York Stock Exchange will be valued at the last sales price on that non-U.S. exchange. Securities traded primarily on an exchange outside of the United States for which there is no reported sale during the day are valued at the mean between the last reported bid and asked prices. However, because most foreign markets close well before the Underlying Portfolios value their securities (typically at 4 p.m. Eastern Time), the earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred after these foreign markets close but before the Underlying Portfolios value their securities. To account for this, the Underlying Portfolios may frequently value many of the Underlying Portfolios’ foreign equity securities using fair value prices based on third party vendor modeling tools.

Forward foreign currency exchange contracts are valued based on the mean between closing bid and asked prices of the forward currency contract rates in the London foreign exchange markets on a daily basis as provided by a reliable bank or dealer.

Options, whether on securities, indices, futures contracts, or otherwise, are valued at the last sales price available as of the close of business on the day of valuation or, if there is no such sale price available, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day.

The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being realized when the futures contract closes or expires.

Subject to the Board’s oversight, the Board has delegated the day-to-day oversight of pricing matters, including determinations in good faith under the Fund’s procedures the fair value of securities for which current market quotations are not readily available to MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”) or the subadviser of the Underlying Portfolio, as applicable.

Investment Transactions and Related Investment Income:

Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Realized gains and losses on investments and unrealized appreciation and depreciation are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Federal Income Taxes:

It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio is subject to the provisions of the Financial Accounting Standards Board Interpretation (“FASB”) No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Portfolio’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

As of December 31, 2008, the Asset Allocation Portfolio had no capital loss carryforwards.

Pursuant to Section 852 of the Code, the Portfolio designated the amount shown below under Long Term Gain as capital gain dividends for its taxable year ended December 31, 2008. The tax character of distributions paid for the periods ended December 31, 2008 and 2007 was as follows:

Ordinary Income				Long Term Gain				Return of Capital				Total
2008		2007		2008		2007		2008		2007		2008		2007
$	18,168,336	$	6,947,399	$	4,644,866	$	—	$	—	$	—	$	22,813,202	$	6,947,399

As of December 31, 2008, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

Undistributed Ordinary Income		Undistributed Long Term Gain		Unrealized Depreciation			Loss Carryforwards		Total
$	26,880,564	$	66,815,967	$	(228,712,001	)	$	—	$	(135,015,470	)

Pursuant to Federal income tax regulations applicable to investment companies, the Portfolio has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year. For the

MSF-10

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Notes to Financial Statements—December 31, 2008—(Continued)

year ended December 31, 2008, the following amounts of realized capital and currency losses reflected in the accompanying financial statements will not be recognized for Federal income tax purposes until January 1, 2009:

Currency	Capital
$—	$	(5,527,456	)

Dividends and Distributions to Shareholders:

The Asset Allocation Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from security transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses and paid in capital.

3. INVESTMENT TRANSACTIONS:

For the year ended December 31, 2008, purchases and sales of Underlying Portfolios by the Zenith Equity Portfolio were $111,412,243 and $117,905,230, respectively.

4. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

Investment Management Agreement:

MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Asset Allocation Portfolio does not directly pay MetLife Advisers an investment advisory fee for its services, but indirectly pays MetLife Advisers an investment advisory fee through its investments in the Underlying Portfolios.

Certain officers and directors of the Fund may also be officers of MetLife Advisers; however, such officers and directors receive no compensation from the Fund.

5. RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statement disclosures.

6. TRANSACTIONS IN SECURITIES OF AFFILIATED ISSUERS:

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising management or control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolio’s net assets. Transactions in the Underlying Portfolios during the year ended December 31, 2008 in which the Asset Allocation Portfolio had ownership of at least 5% of the outstanding voting securities during the period are as follows:

Underlying Portfolio (Class A)	Beginning Shares as of 12/31/2007			Shares Purchased during Period		Shares Sold during Period		Ending Shares as of 12/31/2008
Metropolitan Series Fund, Inc.—Capital Guardian U.S. Equity		22,154,374			4,653,736		3,501,087		23,307,023
Metropolitan Series Fund, Inc.—FI Value Leaders		1,467,259			222,018		246,651		1,442,626
Metropolitan Series Fund, Inc.—Jennison Growth		21,266,895			2,631,460		4,615,463		19,282,892
Underlying Portfolio (Class A)	Realized Gain/(Loss) during Period			Capital Gains Distributions during Period		Dividend Income during Period		Ending Value as of 12/31/2008
Metropolitan Series Fund, Inc.—Capital Guardian U.S. Equity	$	(2,953,650	)	$	29,957,602	$	2,643,945	$	150,796,440
Metropolitan Series Fund, Inc.—FI Value Leaders		(872,846	)		23,585,242		4,341,312		153,654,140
Metropolitan Series Fund, Inc.—Jennison Growth		3,462,599			20,053,943		5,815,437		150,599,388

MSF-11

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Metropolitan Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Zenith Equity Portfolio (one of the portfolios constituting the Metropolitan Series Fund, Inc.) (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Zenith Equity Portfolio of the Metropolitan Series Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 23, 2009

MSF-12

Metropolitan Series Fund, Inc.

Directors and Officers

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. The Board of Directors and the Fund’s officers are listed below. Each Director is responsible for overseeing all 38 Portfolios of the Fund. There is no limit to the term a Director may serve. Directors serve until their resignation, retirement or removal in accordance with the Fund’s organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. The address of the Directors and officers is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116.

Interested Directors⁽¹⁾

Each Director below is an “interested person” (as defined by the 1940 Act) with respect to the Fund in that Ms. Forget is an employee of MetLife and Mr. Typermass is a former employee of MetLife and owns securities issued by MetLife, Inc., the ultimate parent company of MetLife Advisers.

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Elizabeth M. Forget Age: 42	Director, Chairman of the Board, President and Chief Executive Officer	2006	Senior Vice President (since 2007), MetLife, Inc.; President, Met Investors Advisory, LLC; Trustee and President, Met Investors Series Trust; Executive Vice President, MetLife Investors Group, Inc.; President, Chief Executive Officer and Chair of the Board of Managers (since 2006), MetLife Advisers; President, Met Investors Advisory, LLC.	87
Arthur G. Typermass Age: 71	Director	1998	Formerly, Senior Vice President and Treasurer, MetLife.	38

Non-Interested Directors⁽¹⁾

Each Director below is not an “interested person” (as defined by the 1940 Act) with respect to the Fund (collectively, the “Independent Directors”).

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Steve A. Garban† Age: 71	Director	1985	Formerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer (Emeritus), The Pennsylvania State University.	38
Linda B. Strumpf Age: 61	Director	2000	Vice President and Chief Investment Officer, Ford Foundation.	38
Michael S. Scott Morton† Age: 71	Director	1993	Jay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, MIT.	38
H. Jesse Arnelle Age: 75	Director	2001	Formerly, Counsel, Womble Carlyle Sandrie & Rice; Director, Textron Inc. (global multi- industry company)*; formerly, Director, Gannet Co. Inc. (diversified news and information company)*; formerly, Director, Eastman Chemical Company (global chemical company)*; formerly, Director, Waste Management, Inc.*; formerly, Director, Armstrong Holdings Inc. (parent company of floor and ceiling products business)*; formerly, Director, FPL Group Inc. (public utility holding company)*; Director, URS Corporation (engineering design services firm)*.	38

MSF-13

Metropolitan Series Fund, Inc.

Directors and Officers—(Continued)

Name, Address and Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years, including other directorships(2)	Number of Portfolios in Fund Complex Overseen by Director(3)
Nancy Hawthorne Age: 57	Director	2003	Chief Executive Officer, Clerestory LLC (corporate financial advisor); Director, Avid Technologies (computer software company)*; formerly, Chairman of the Board of Avid Technologies; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); formerly, Trustee, New England Zenith Fund (“Zenith Fund”)**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)*.	38
John T. Ludes Age: 72	Director	2003	President, LFP Properties (consulting firm); Formerly, Trustee, Zenith Fund**; formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).	38

Officers⁽¹⁾

Name and address	Age	Current position(s) with Fund	Position(s) held since	Principal occupations over past five years(2)
Jeffrey L. Bernier	37	Senior Vice President	2008	Vice President (since 2008), MetLife, Inc.; Vice President (since 2008), MetLife; Senior Vice President (since 2008), MetLife Advisers; formerly, Director and Senior Investment Analyst (2004 to 2007), John Hancock Financial Services; formerly, Assistant Vice President (2000 to 2001), Wachovia Securities.
Alan C. Leland	56	Senior Vice President	2005	Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Treasurer (since 2005), Met Investors Advisory, LLC; Vice President (since 2004), Met Investors Advisory, LLC; Vice President (since 2003), MetLife, Inc.; Vice President, MetLife; Senior Vice President, NELICO.
Peter Duffy	53	Vice President and Treasurer	2000	Senior Vice President, MetLife Advisers; Second Vice President (since 2003), NELICO; Vice President, MetLife (since 2004); Vice President (since 2004), MetLife, Inc.; formerly, Vice President and Treasurer, Zenith Fund**.
Jeffrey P. Halperin	41	Chief Compliance Officer	2007	Vice President (since 2006), MetLife, Inc.; Vice President (since 2006), MetLife; Chief Compliance Officer (since 2006), Met Investors Series Trust, MetLife Advisers, Met Investors Advisory, LLC and MetLife Investment Advisors Company, LLC.

* Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

** The Zenith Fund deregistered with the Securities and Exchange Commission (“SEC”) in 2004.

(†) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with MetLife Advisers or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust (collectively, the “State Street Research Funds”).

(1) During the period shown, each Director of the Fund served as a Trustee of Metropolitan Series Fund II, a registered investment company that ceased investment operations in June of 2008 and has applied for deregistration under the Investment Company Act of 1940. During this period, each officer of the Fund served in the same position with Metropolitan Series Fund II.

(2) Previous positions during the past five years with the Fund; Met Investors Series Trust; MetLife; MetLife, Inc.; MetLife Advisers; Met Investors Advisory, LLC; Zenith Fund; NELICO; or New England Securities Corporation are omitted if not materially different.

(3) The Fund Complex includes the Fund (38 portfolios) and Met Investors Series Trust (49 portfolios).

MSF-14

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Board Approval of Advisory and Subadvisory Agreements

The Fund’s Contract Review Committees of the Board of Directors (the “Board” or the “Directors”) typically meet in early fall to review the Portfolios’ advisory agreements (the “Advisory Agreements”) and subadvisory agreements (the “Subadvisory Agreements,” and, together with the Advisory Agreements, the “Agreements”) and determine whether to recommend that the full Board approve the continuation of the Agreements for an additional one-year period. (Following the initial approval of an Agreement for a new Portfolio or with a new adviser or subadviser, such annual reviews are not required until 2 years following the execution of such Agreement.) After each Committee has made its recommendations, the full Board, including the Independent Directors, determines whether to approve the continuation of each of the Agreements. In addition, the Board, including the Independent Directors, considers matters bearing on the Agreements at most of its other meetings throughout the year and regularly interviews various individuals at MetLife Advisers responsible for the management of the Portfolios. The Directors also interview selected investment managers and other professionals at the subadvisers at various times throughout the year.

The Directors receive all materials that they or MetLife Advisers, the Fund’s investment adviser, and the subadvisers believe to be reasonably necessary for the Directors to evaluate the Agreements and determine whether to approve the continuation of the Agreements. These materials generally include, among other items, (i) information on the investment performance of the Portfolios and the performance of peer groups of funds and the Portfolios’ performance benchmarks, (ii) information on the Portfolios’ advisory and subadvisory fees and other expenses, including information comparing the Portfolios’ expenses to those of peer groups of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data, (iv) information related to the profitability of the Agreements to MetLife Advisers and certain of the subadvisers, and potential “fall-out” or ancillary benefits that MetLife Advisers, the subadvisers or their affiliates may receive as a result of their relationships with the Fund and (v) information obtained through the subadvisers’ responses to certain requests from MetLife Advisers and the Directors and MetLife Advisers’ responses to requests from the Directors. The Directors may also consider other information such as (vi) MetLife Advisers’ and the subadvisers’ financial results and condition, (vii) each Portfolio’s investment objectives and strategies and the size, education and experience of the investment staffs of MetLife Advisers and the relevant subadvisers and their use of technology and external research, (viii) the allocation of the Portfolios’ brokerage, if any, including allocations to brokers affiliated with the subadvisers and the use of “soft” commission dollars to pay Portfolio expenses and to pay for research and other similar services, (ix) the resources devoted to, and the record of compliance with, the Portfolios’ investment policies and restrictions, policies on personal securities transactions and other compliance policies, (x) the responses of MetLife Advisers, the subadvisers and/or their affiliates to certain legal and regulatory proceedings and (xi) the economic outlook generally and for the mutual fund industry in particular. Throughout the process, the Directors have the opportunity to ask questions of and request additional materials from MetLife Advisers and the subadvisers.

Following meetings of each Contract Review Committee on September 10, 2008, the Board, including the Independent Directors, at its November 6-7, 2008 meeting, approved the continuation through December 31, 2009 of the Advisory Agreements for each Portfolio of the Fund and the Subadvisory Agreements for each Portfolio other than the Zenith Equity Portfolio and Asset Allocation Portfolios (which do not have subadvisers) and the Van Eck Global Natural Resources Portfolio, Met/Dimensional International Small Cap Portfolio and Loomis Sayles Small Cap Growth Portfolio (formerly known as the Franklin Templeton Small Cap Growth Portfolio). The Agreements approved for continuation are referred to below as the “Continued Agreements.”

In considering whether to approve the continuation of the Continued Agreements, the Directors, including the Independent Directors, did not identify any single factor as determinative, and each weighed the various factors as he or she deemed appropriate. The Directors considered the following matters in connection with their approval of the Continued Agreements:

The nature, extent and quality of the services provided to the relevant Portfolios under the Continued Agreements. The Directors considered the nature, extent and quality of the services provided by MetLife Advisers, the relevant subadvisers (if any) and their affiliates (each, an “Adviser,” and, collectively, the “Advisers”) to the relevant Portfolios pursuant to the Continued Agreements and the resources dedicated to these Portfolios by the Advisers. In particular, the Directors considered the Advisers’ abilities to attract and retain highly qualified investment professionals. With respect to MetLife Advisers, the Directors considered (for each Portfolio other than the Zenith Equity and Asset Allocation Portfolios) that MetLife Advisers is (i) ultimately responsible for the performance of such Portfolios; (ii) ultimately responsible for the establishment of the investment strategies of each such Portfolio, primarily through its recommendations to the Board regarding the hiring and selection of subadvisers; (iii) responsible for the hiring and selection, subject to Board approval, of subadvisers; and (iv) responsible for maintaining a program of Subadviser oversight reasonably designed to ensure that the subadvisers have reasonable compliance policies and procedures in place. The Directors also considered that MetLife Advisers provides a full range of day-to-day administrative services for the Portfolios involving all aspects of such Portfolios’ day-to-day operations (other than portfolio management). With respect to the Zenith Equity and Asset Allocation Portfolios, the Directors considered both the portfolio management services and the administrative services provided by MetLife Advisers. After reviewing

MSF-15

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the nature, extent and quality of services provided supported the renewal of these Agreements.

Investment performance of the relevant Portfolios. The Directors reviewed information about the performance of the relevant Portfolios over various time periods, including information prepared by an independent third party that compared the performance of the Portfolios to the performance of peer groups of funds and performance benchmarks. The Directors also reviewed a description of the third party’s methodology for identifying a Portfolio’s peer group(s) for purposes of performance and expense comparisons.

In the case of each relevant Portfolio that had performance that lagged its peer group(s) for certain periods, the Directors concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Continued Agreements relating to such Portfolio. These factors varied from Portfolio to Portfolio, but included one or more of the following: (i) that such Portfolio’s performance, although lagging in certain recent periods, was stronger over the longer term; (ii) that the underperformance was attributable, to a significant extent, to investment decisions that were reasonable and consistent with the Portfolio’s investment objective(s) and policies and that the Portfolio was performing within the range of reasonable expectations, given market conditions and the Portfolio’s investment objective(s) and policies; (iii) that the Portfolio’s performance was competitive when compared to other relevant performance benchmarks or peer groups; and (iv) that MetLife Advisers and/or the relevant subadviser (if any) had taken or was taking steps designed to help improve the Portfolio’s investment performance (including, in the case of certain Portfolios, that MetLife Advisers was formulating possible proposals, for presentation to the Board in November 2008, to replace the Portfolio’s subadviser or to merge the Portfolio into another Portfolio with a similar investment objective and better investment performance).

The Directors also considered the investment performance of the Advisers and their reputations generally, the historical responsiveness of the Advisers to Director concerns about performance and the willingness of the Advisers to take steps intended to improve performance.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the investment performance of each relevant Portfolio and Adviser was sufficient, in light of other considerations, to warrant the renewal of the Continued Agreements.

The costs of the services to be provided and profits to be realized by the Advisers and their affiliates from their relationships with the Portfolios. The Directors considered the fees charged by MetLife Advisers to the Portfolios for advisory services and, with respect to the subadvised Portfolios, by such subadvisers to MetLife Advisers for subadvisory services (such advisory and subadvisory fees (if any), collectively, “Fees”), as well as the total expense levels of the Portfolios. This information included comparisons (provided by an independent third party) of the Portfolios’ advisory fees and total expense levels to those of their peer groups. In evaluating Fees for the relevant Portfolios, the Directors also took into account the demands, complexity and quality of the investment management services provided to each Portfolio. The Directors considered MetLife Advisers’ recommendations regarding reductions in Fee rates, implementation of Fee breakpoints and institution of Fee waivers and expense caps.

The Directors also considered the compensation directly or indirectly received by the Advisers and their affiliates from their relationships with the relevant Portfolios. The Directors reviewed information relating to the profits received by MetLife Advisers, certain of the subadvisers and their affiliates as a result of their relationships with the relevant Portfolios, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Directors also considered the performance of the relevant Portfolios, the expense levels of such Portfolios and whether the relevant Advisers had implemented breakpoints, fee waivers and/or expense caps with respect to such Portfolios.

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the Fees charged to each of the relevant Portfolios were fair and reasonable, and that the information provided regarding costs of these services generally, and the related profitability (if known) to the relevant Advisers of their relationships with the relevant Portfolios, supported the renewal of the Continued Agreements.

Economies of Scale. The Directors considered the existence of any economies of scale in the provision of services by the Advisers and whether those economies were shared with the relevant Portfolios through breakpoints in their advisory fees or other means, such as expense caps, fee waivers or relatively low levels of fees. The Directors noted that most of the relevant Portfolios benefited or will benefit from breakpoints, expense caps and/or fee waivers with respect to their advisory fees. In considering these issues, the Directors also took into consideration information relating to the costs of the services provided and the profitability to MetLife Advisers, the relevant subadvisers (if any) and each of their affiliates of their relationships with the relevant Portfolios, as discussed above.

MSF-16

Metropolitan Series Fund, Inc.

Zenith Equity Portfolio

Board Approval of Advisory and Subadvisory Agreements—(Continued)

After reviewing these and related factors, the Directors concluded, within the context of their overall conclusions regarding each of the Continued Agreements, that the extent to which economies of scale were shared with the relevant Portfolios supported the renewal of such Agreements.

Other Factors. The Directors also considered other factors, which included but were not limited to the following:

• the extent to which each relevant Portfolio operated in accordance with its investment objective, and its record of compliance with its investment restrictions and the compliance programs of the Fund and the Advisers. They also considered the compliance-related resources the Advisers and their affiliates provide to the relevant Portfolios;

• the nature, quality, cost and extent of administrative and shareholder services performed by MetLife Advisers and its affiliates under the Advisory Agreements; and

• so-called “fall-out benefits” to the Advisers, such as the engagement of their affiliates to provide distribution, brokerage and transfer agency services to the Portfolios, and the benefits of research made available to the relevant Advisers by reason of brokerage commissions generated by the relevant Portfolios’ securities transactions. The Directors also considered the possible conflicts of interest associated with these fall-out and other benefits, and the reporting and other processes in place to disclose and monitor these possible conflicts of interest.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that each of the Continued Agreements should be continued through December 31, 2009.

MSF-17

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended December 31, 2008 is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund’s Statement of Additional Information includes additional information about the Directors of the Fund and is available (i) without charge, upon request, by calling (800) 638-7732 and (ii) on the SEC’s website at http://www.sec.gov.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

MSF-18

Item 2. Code of Ethics.

As of December 31, 2008, the registrant has adopted a “code of ethics” (as such term is defined in the instructions to Item 2 of Form N-CSR) that applies to the registrant’s principal executive officer and principal financial and accounting officer. There were no substantive amendments or waivers to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Steve A. Garban, John T. Ludes and Linda B. Strumpf are “audit committee financial experts” (as such term is defined in the instructions to Item 3 of Form N-CSR). Each of these individuals is “independent” for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d)

Fees for Services Rendered to the Registrant

Fiscal Year	Audit Fees		Audit - Related Fees		Tax Fees		All Other Fees
2007	$	902,800	$	36,000	$	111,000	$	0
2008	$	990,800	$	53,200	$	292,000	$	0

Audit-Related Fees represent fees for services rendered to the registrant (i) for security valuation testing in connection with the registrant’s semi-annual report for the periods ended June 30, 2007 and June 30, 2008 respectively; and (ii) related to reorganizations involving certain portfolios of the Registrant.

Tax Fees represent fees for services rendered to the registrant for tax return preparation and review of and participation in determining required income and capital gains distributions.

There were no fees required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

(e)(1) The registrant’s Audit Committee has established pre-approval procedures pursuant to paragraph (c)(7)(i)(B) of Rule 2-01 of Regulation S-X, which include regular pre-approval procedures and interim pre-approval procedures. Under the regular pre-approval procedures, the Audit Committee pre-approves at its regularly scheduled meetings audit and non-audit services that are required to be pre-approved under paragraph (c)(7) of Rule 2-01 of Regulation S-X. Under the interim pre-approval procedures, any member of the Audit Committee who is an independent Director is authorized to pre-approve proposed services that arise between regularly scheduled Audit Committee meetings and that need to commence prior to the next regularly scheduled Audit Committee meeting. Such Audit Committee member must report to the Audit Committee at its next regularly scheduled meeting on the pre-approval decision.

(e)(2) Not applicable.

(f) Not applicable.

(g)

Fiscal Year	Aggregate Non-Audit Fees
2007	$	4,700,000
2008	$	8,000,000

The amounts set out above represent the aggregate non-audit fees billed by the registrant’s accountant to MetLife, Inc., and include, among other non-audit fees, non-audit fees for services rendered to the registrant and rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(h) The Audit Committee of the registrant’s Board of Directors considered the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X and concluded that such services are compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

Included in reports to Shareholders under Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Board of Directors since the registrant last provided disclosure in response to this Item.

Item 11. Controls and Procedures.

(a) The President and Treasurer of the registrant have concluded, based on their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) as of a date within 90 days of the filing date of this report on Form N-CSR, that the design and operation of such procedures provide reasonable assurance that information required to be disclosed by the registrant in this report on Form N-CSR is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There has been no change in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)	Not applicable.
(2)	Certifications required by Rule 30a-2(a) under the Act.
(3)	Not applicable.
(b)	Certification required by Rule 30a-2(b) under the Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

METROPOLITAN SERIES FUND, INC.
By:	/s/ Elizabeth Forget
Name:	Elizabeth Forget
Title:	President
Date:	February 27, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Elizabeth Forget
Name:	Elizabeth Forget
Title:	President
Date:	February 27, 2009
By:	/s/ Peter H. Duffy
Name:	Peter H. Duffy
Title:	Treasurer
Date:	February 27, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

METROPOLITAN SERIES FUND, INC.
By:	/s/ Elizabeth Forget
Name:	Elizabeth Forget
Title:	President
Date:	February 27, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Elizabeth Forget
Name:	Elizabeth Forget
Title:	President
Date:	February 27, 2009
By:	/s/ Peter H. Duffy
Name:	Peter H. Duffy
Title:	Treasurer
Date:	February 27, 2009

EXHIBIT LIST

Exhibit 12(a)(1):	Code of Ethics
Exhibit 12(a)(2)(a):	Certification of the Principal Executive Officer required by Rule 30a-2(a) under the Act
Exhibit 12(a)(2)(b):	Certification of the Principal Financial Officer required by Rule 30a-2(a) under the Act
Exhibit 12(b):	Certification required by Rule 30a-2(b) under the Act