[K&L|GATES LETTERHEAD]
Diane E. Ambler
202.778.9886
Fax: 202.778.9100
diane.ambler@klgates.com
April 8, 2010
EDGAR FILING
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United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Metropolitan Life Insurance Company of Connecticut
Form S-1 Registration Statement
Post-Effective Amendment No. 2 under the Securities Act of 1933
File No. 333-156933
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Dear Sir or Madam:
On behalf of MetLife Insurance Company of Connecticut ("MICC"),
transmitted herewith for filing with the Securities and Exchange Commission
("Commission"), pursuant to the requirements of Section 10(a) of the Securities
Act of 1933, as amended (the "1933 Act"), and Rule 101(a) of Regulation S-T, is
a conformed electronic format copy of Post-Effective Amendment No. 2 (the
"Amendment") to the above-referenced Registration Statement on Form S-1 under
the 1933 Act with respect to the Fixed Account Option, which has a market value
adjustment feature and is available in conjunction with certain group variable
annuity contracts issued by MICC. The Amendment contains, pursuant to Rule 429
under the 1933 Act, a combined prospectus and will act, upon effectiveness, as a
post-effective amendment to the registration statements under Commission File
Nos. 333-147911, 333-138472, 333-132230 and 333-120754. The Amendment is marked
to show the differences between it and Post-Effective Amendment No. 1 to the
above-referenced Registration Statement filed on April 10, 2009 ("Prior
Amendment").
The purposes of the Amendment are to (i) include the financial
statements required by Form S-1; and (ii) make minor conforming changes.
MICC requests, pursuant to Section 8(c) of the 1933 Act, that the
Commission declare the Amendment effective April 30, 2010, or as soon
thereafter as practicable.
We are providing the Commission staff a courtesy copy of the Amendment,
marked to show the differences between it and the Prior Amendment.
This transmission contains conformed signature pages and powers of
attorney, the manually signed originals of which are maintained at MICC's
offices.
Please contact the undersigned at 202-778-9886, Andras P. Teleki at
202-778-9477, or Brian M. Johnson at 202-778-9296 with any questions or
comments.
Sincerely,
/s/ Diane E. Ambler
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Diane E. Ambler
cc: Alison White, U.S. Securities and Exchange Commission