 | Kirkpatrick & Lockhart Preston Gates Ellis LLP 1601 K Street NW Washington, DC 20006-1600
T 202.778.9000 www.klgates.com | |
Diane E. Ambler 202.778.9886 Fax: 202.778.9100 diane.ambler@klgates.com |
September 23, 2015
EDGAR FILING
United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | MetLife Insurance Company USA |
Form S-3 Registration Statement
File No. 333-
Dear Sir or Madam:
On behalf of MetLife Insurance Company USA (“MetLife”), transmitted herewith for filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (“1933 Act”), and Rule 101(a) of Regulation S-T, is a conformed electronic format copy of a registration statement on Form S-3 (the “Registration Statement”) with respect to MetLife Shield Level Selector 3-Year Annuity (the “Contract”), an individual single premium deferred index-linked annuity contract that includes shield options which permit contract owners to potentially receive interest equal to percentage returns of certain indices up to a cap rate or step rate with some downside protection against decreases in index value. The Contract is not a variable annuity and is not issued by a separate account and therefore cannot be registered on Form N-4.
The Registration Statement is very similar to the MetLife Shield Level Selector Annuity issued by MetLife (seeSEC File No. 333-185333).
The Registration Statement includes a delaying amendment in accordance with Rule 473 under the 1933 Act. MetLife intends to file a pre-effective amendment this fall to (i) provide the requisite financial statements and consents and (ii) address any comments raised by the Commission staff.
This transmission contains conformed signature pages, the manually signed originals of which are maintained at MetLife’s offices. Please contact András P. Teleki at (202) 778-9477 or the undersigned at (202) 778-9886 with any questions comments.
Sincerely,
/s/ Diane E. Ambler
Diane E. Ambler
Enclosure
| cc | Sonny Oh, SEC |