REGISTRATION STATEMENT NO. 333-178886

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3/A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. 1

METLIFE INSURANCE COMPANY OF CONNECTICUT
(Exact name of registrant as specified in its charter)

CONNECTICUT
(State or other jurisdiction of incorporation or organization)

06-0566090
(I.R.S. Employer Identification Number)

1300 HALL BOULEVARD, BLOOMFIELD, CONNECTICUT 06002-2910,
(860) 656-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

NICHOLAS D. LATRENTA, ESQ.
GENERAL COUNSEL
METLIFE INSURANCE COMPANY OF CONNECTICUT
1300 HALL BOULEVARD, BLOOMFIELD, CONNECTICUT 06002-2910,
(860) 656-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Diane E. Ambler, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006

AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT
(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]

If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

<Table>

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X](Do not check if a smaller
reporting company) Smaller reporting company[ ]

</Table>

CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE REGISTRATION FEE
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Fixed Account Units with a
Market Value Adjustment
Cash Out Feature $850,000,000 Not applicable $850,000,000 $97,410
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</Table>

1. Interests are sold on a dollar for dollar basis and not on the basis of a
price per share or unit.

The securities were registered and any applicable filing fee was paid in the
original filing of this registration statement. No additional securities are
being registered in this pre-effective amendment No. 1.

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

METLIFE INSURANCE COMPANY OF CONNECTICUT
REGISTERED FIXED ACCOUNT OPTION
FOR USE WITH ANNUITY CONTRACTS

The Registered Fixed Account Option described in this prospectus is available
only in conjunction with certain group variable annuity contracts (the
"Contracts" and/or "Certificates") issued by MetLife Insurance Company of
Connecticut (the "Company") and funded by MetLife of CT Separate Account QPN for
Variable Annuities ("Separate Account QPN") or MetLife of CT Separate Account
Eleven for Variable Annuities ("Separate Account Eleven"). The Company may, in
the future, offer the Registered Fixed Account Option to additional contracts
funded through other separate accounts. The specific features of the Contract
and the Separate Account are disclosed in greater detail in the Contract
prospectus. Where permitted by state law, We reserve the right under MetLife
Retirement Account contracts to restrict Purchase Payments into the Fixed
Account whenever the credited interest rate on the Fixed Account is equal to the
minimum Guaranteed Interest Rate specified under Your Contract.

The group annuity Contracts may be issued to Contract Owners on an unallocated
or allocated basis.

This prospectus explains:

- the Registered Fixed Account Option

- MetLife Insurance Company of Connecticut -- RISK (SEE PAGE 6)

- the interest rates

- transfers to and from the Registered Fixed Account Option

- surrenders

- Market Value Adjustment

- other aspects of the Registered Fixed Account Option

Your Contract is issued by the Company which is located at 1300 Hall Boulevard,
Bloomfield, Connecticut 06002-2910. Telephone Number, 1-800-842-9406. MetLife
Investors Distribution Company, 5 Park Plaza, Suite 1900, Irvine, CA 92614, is
the principal underwriter and distributor of the Contracts.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT DEPOSITS OF ANY BANK, AND
ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.

PROSPECTUS DATED APRIL 30, 2012

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
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Special Terms........................................................... 3
Summary................................................................. 5
When a Market Value Adjustment and Surrender Charges Apply -- General... 6
The Insurance Company -- Risk........................................... 6
The Annuity Contract and Your Retirement Plan........................... 6
Section 403(b) Plan Terminations...................................... 7
The Registered Fixed Account Option..................................... 7
The Accumulation Period............................................... 7
Purchase Payments..................................................... 7
Purchase Payments -- Section 403(b) Plans............................ 7
Declared Interest Rates of the Initial and Subsequent Renewal
Periods............................................................ 8
Cash Values........................................................... 8
Surrenders.............................................................. 9
General............................................................... 9
Payment of Full or Partial Surrenders................................. 9
Contract Termination.................................................. 9
Market Value Adjustment............................................... 9
Annuity Period........................................................ 12
Restrictions on Financial Transactions................................ 12
Misstatement.......................................................... 12
Transfers............................................................... 12
Transfers from the Fixed Account...................................... 12
Transfers to the Fixed Account........................................ 13
MetLife Retirement Account Contracts.................................. 13
Gold Track, Gold Track Select, Unallocated Group Variable Annuity and
MetLife Retirement Perspectives Contracts.......................... 13
Investments by the Company.............................................. 13
Distribution of the Contracts........................................... 14
Distribution and Principal Underwriting Agreement..................... 14
Compensation.......................................................... 14
Sale of the Contracts by Affiliates of the Company.................... 15
Federal Tax Considerations.............................................. 16
Taxation of the Company............................................... 16
Information Regarding the Contracts................................... 16
Information Incorporated by Reference................................... 16
Experts................................................................. 17
Independent Registered Public Accounting Firm......................... 17
Appendix A: What You Need To Know If You Are A Texas Optional Retirement
Program Participant................................................... A-1
</Table>

SPECIAL TERMS

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In this prospectus, the following terms have the indicated meanings:

ACCUMULATION PERIOD -- The period before the commencement of Annuity Payments.

ANNUITANT -- A person on whose life the Maturity Date depends and Annuity
Payments are made.

ANNUITY PAYMENTS -- A series of periodic payments (a) for life; (b) for life
with a minimum number of payments; (c) for the joint lifetime of the Annuitant
and another person, and thereafter during the lifetime of the survivor; or (d)
for a fixed period.

ANNUITY PERIOD -- The period during which Annuity Payments are made.

BENEFICIARY (IES) -- The person(s) or trustee designated to receive any
remaining contractual benefits in the event of a Participant's, Annuitant's or
Contract Owner's death, as applicable.

CASH SURRENDER VALUE -- The Cash Value less any amounts deducted upon a
withdrawal or surrender, outstanding loans, if available under the Contract, any
applicable Premium Taxes or other surrender charges not previously deducted.

CASH VALUE -- The value of the accumulation units in Your account (or a
Participant's Individual Account, if applicable) less any reductions for
administrative charges.

CODE -- The Internal Revenue Code of 1986, as amended, and all related laws and
regulations, which are in effect during the term of this Contract.

COMPANY (WE, US, OUR) -- MetLife Insurance Company of Connecticut.

COMPETING FUND -- Any investment option under the Plan, which in Our opinion,
consists primarily of fixed income securities and/or money market instruments.

CONTRACT DATE -- The date on which the Contract is issued. For certain group
Contracts, it is the date on which the Contract becomes effective, as shown on
the specifications page of the Contract.

CONTRACT OWNER -- The person named in the Contract (on the specifications
page). For certain group Contracts, the Contract Owner is the trustee or other
entity which owns the Contract.

CONTRACT YEAR -- A continuous twelve -month period beginning on the Contract
Date and each anniversary thereof. Contract Year also means certificate year.

DECLARED INTEREST RATE(S) -- One or more rates of interest which may be declared
by the Company. Such rates will never be less than the Guaranteed Interest Rate
stated in the Contract and may apply to some or all of the values under the
Registered Fixed Account Option for periods of time determined by the Company.

ERISA -- The Employee Retirement Income Security Act of 1974, as amended, and
all related laws and regulations which are in effect during the term of this
Contract.

FIXED ACCOUNT -- Part of the General Account of the Company, which may invest in
stocks, bonds, money market investments, real estate mortgages, real estate and
other investments.

GENERAL ACCOUNT -- The General Account of the Company that holds values
attributable to the Registered Fixed Account Option.

GUARANTEE PERIOD -- The period during which a Guaranteed Interest Rate is
credited.

GUARANTEED INTEREST RATE -- The annual effective interest rate credited during
the Guarantee Period.

HOME OFFICE -- The principal executive offices of MetLife Insurance Company of
Connecticut located at 1300 Hall Boulevard, Bloomfield, Connecticut 06002-2910.
The office that administers Your Contract is located at 4700 Westown Parkway,
Ste. 200, West Des Moines, Iowa 50266.

MARKET ADJUSTED VALUE -- The value of funds held in the Registered Fixed Account
Option increased or decreased by the Market Value Adjustment.

MARKET VALUE ADJUSTMENT -- The Market Value Adjustment reflects the
relationship, at the time of surrender, between the rate of interest credited to
funds on deposit under the Registered Fixed Account Option at the time of
discontinuance to the rate of interest credited on new deposits at the time of
discontinuance.

MATURITY DATE -- The date on which the Annuity Payments are to begin.

PARTICIPANT -- An eligible person who is a member in a tax qualified Plan under
Sections 401, 403(b) or 457 of the Code, or a nonqualified deferred compensation
Plan.

PARTICIPANT'S INDIVIDUAL ACCOUNT -- An account to which amounts are credited to
a Participant or Beneficiary under the Contract.

PLAN -- The Plan or the arrangement used in a retirement plan or program whereby
the Purchase Payments and any gains are intended to qualify under Sections 401,
403(b) or 457 of the Code.

PLAN ADMINISTRATOR -- The corporation or other entity so specified on the
application or purchase order. If none is specified, the Plan Trustee is the
Plan Administrator.

PLAN TERMINATION -- Termination of Your Plan, including partial Plan
Termination, as determined by Us.

PLAN TRUSTEE -- The trustee specified in the Contract specifications.

PREMIUM TAX -- The amount of tax, if any, charged by the state or municipality.
Generally, We will deduct any applicable Premium Tax from the Cash Value either
upon surrender, annuitization, death, or at the time a Purchase Payment is made,
but no earlier than when We have the liability under state law.

PURCHASE PAYMENTS -- The premium payments applied to the Contract.

SEPARATE ACCOUNT -- MetLife of CT Separate Account QPN for Variable Annuities
("Separate Account QPN") or MetLife of CT Separate Account Eleven for Variable
Annuities ("Separate Account Eleven").

SEPARATE ACCOUNT OPTION -- A funding option available under Your Contract, the
value of which varies with the investment experience of the underlying mutual
fund.

WRITTEN REQUEST -- Written instructions or information sent to Us in a form and
content satisfactory to Us and received in good order at Our Home Office.

YOU, YOUR -- "You", depending on the context, may be the Participant or the
Contract Owner and a natural person, a trust established for the benefit of a
natural person, a charitable remainder trust, or a Plan (or the employer
purchaser who has purchased the Contract on behalf of the Plan).

SUMMARY

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This prospectus describes the Registered Fixed Account Option available as a
companion Contract with variable annuity contracts registered with the
Securities and Exchange Commission of Separate Account Eleven (Gold Track, Gold
Track Select and MetLife Retirement Account Contracts), and Separate Account QPN
(MetLife Retirement Perspectives, Unregistered Gold Track, Gold Track VSP and
MetLife Retirement Perspectives VSP (hereinafter referred to as MetLife
Retirement Perspectives) and Unallocated Group Variable Annuity Contracts). The
Contracts are used with:

- qualified pension and profit-sharing Plans

- tax-deferred annuity Plans (for public school teachers and employees
and employees of certain other tax-exempt and qualifying employers)

- deferred compensation Plans of state and local governments and
nonqualified deferred compensation plans

- individual retirement accounts

MetLife Insurance Company of Connecticut ("We" or the "Company") issues the
Contracts. Purchase Payments made under the Contracts and directed to the
Registered Fixed Account Option become a part of the Company's General Account.
Purchase Payments may also be allocated to one or more Separate Account Options.
The variable annuity contract and underlying mutual funds are described in
separate prospectuses. Please read all prospectuses carefully.

During the Accumulation Period, the Registered Fixed Account Option provides for
Purchase Payments to be credited with an initial interest rate for a 12-month
period. We guarantee that the initial credited interest rate will never be less
than the minimum interest rate permitted under state law. The initial interest
rate will be declared quarterly for Gold Track and Gold Track Select Contracts
issued in connection with Plans established under Section 401, Section 457, and
certain Plans established under Section 403(b) of the Code. The initial interest
rate will be declared quarterly for the MetLife Retirement Perspectives and
Unallocated Group Variable Annuity Contracts issued in connection with Plans
established under Section 401 of the Code. The initial interest rate will be
declared monthly for all MetLife Retirement Account Contracts and for Gold Track
Contracts issued in connection with combination Plans established pursuant to
Sections 403(b)/401 and certain Contracts issued in connection with Section
403(b) Plans.

At the end of the 12-month Guarantee Period, a renewal interest rate will be
determined by the Company. We guarantee that the renewal interest rate will
never be less that the minimum interest rate permitted under state law. At the
end of the initial Guarantee Period, the first renewal rate will be guaranteed
to the end of the calendar year. The second and all subsequent renewal rates
will be declared each January 1 thereafter, and will be guaranteed through
December 31 of that year. The rates of interest credited will affect a contract
or account's Cash Value. (See "Cash Values".) Such rates may also be used to
determine amounts payable upon termination of the contracts. (See
"Surrenders -- Contract Termination".)

The Company may offer the Registered Fixed Account Option with guaranteed rates
that are declared on a calendar quarter basis and applied to all Purchase
Payments for the remainder of the calendar quarter. At the end of the calendar
quarter, the Company will declare a new guarantee rate that will be applied to
all new Purchase Payments allocated to the Registered Fixed Account Option for
the following calendar quarter, as well as Purchase Payments that were
previously applied to the Registered Fixed Account Option.

Generally, the Company intends to invest assets directed to the Registered Fixed
Account Option in investment-grade securities. The Company has no specific
formula for determining the initial interest rates or renewal interest rates.
However, such a determination will generally reflect interest rates available on
the types of debt instruments in which the Company intends to invest the amounts
directed to the Registered Fixed Account Option. In addition, the Company's
management may also consider various other factors in determining these rates
for a given period, including regulatory and tax requirements; sales commission
and administrative expenses borne by the Company; general economic trends; and
competitive factors. (See "Investments by the Company".)

The Contract Owner or Participant, if so authorized, may, during the
Accumulation Period, direct all or a portion of a Contract or account's Cash
Value under the Registered Fixed Account Option to one or more of the investment

options of the Separate Account. No sales charges will be deducted on such
transfers. However, there are restrictions which may limit the amount that may
be so directed and transfers may be deferred in certain cases. (See "Transfers
from the Fixed Account".)

Distributions and transfers from the Registered Fixed Account Option are made on
a last-in, first-out basis. We will determine the Cash Surrender Value as of the
next valuation date after We receive a Written Request at Our Home Office. We
reserve the right to defer payment of the Registered Fixed Account Option for up
to six months from the date We receive the Written Request. If a payment is
deferred for more than 30 days after We receive the request, We will pay a
minimum interest rate on the amount.

WHEN A MARKET VALUE ADJUSTMENT AND SURRENDER CHARGES APPLY -- GENERAL

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If Your Contract Value is subject to both a Market Value Adjustment and a
Surrender charge, the Market Value Adjustment will be applied first. A Surrender
charge will generally apply if You make a partial or full surrender of Your
Contract. If You make a transfer from Your Contract to the Separate Account
Options, Your transfer will not be subject to a surrender charge. Transfers from
Your Contract to Competing Funds are prohibited. (See "Surrenders".) A Market
Value Adjustment only applies to Contract discontinuations.

THE INSURANCE COMPANY -- RISK

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MetLife Insurance Company of Connecticut is a stock insurance company chartered
in 1863 in the state of Connecticut and has been continuously engaged in the
insurance business since that time. It is licensed to conduct life insurance
business in all states of the United States, the District of Columbia, Puerto
Rico, Guam, the U.S. and British Virgin Islands and the Bahamas. The Company is
a wholly-owned subsidiary of MetLife, Inc., a publicly traded company. MetLife,
Inc., through its subsidiaries and affiliates, is a leading provider of
insurance and other financial services to individual and institutional
customers.

Benefit amounts are paid from Our General Account and are subject to the
financial strength and claims paying ability of the Company and Our long term
ability to make such payments and are not guaranteed by any other party. We
issue other annuity contracts and life insurance policies where We pay all money
We owe under those contracts and policies from Our General Account. We are
regulated as an insurance company under state law, which includes, generally,
limits on the amount and type of investments in its General Account. However,
there is no guarantee that We will be able to meet Our claims paying
obligations; there are risks to purchasing any insurance product. You may
surrender Your Contract at any time, but the Cash Value may be subject to a
surrender charge and/or a Market Value Adjustment calculation that may increase
or decrease the amount payable upon surrender. The Company's Home Office is
located at 1300 Hall Boulevard, Bloomfield, Connecticut 06002-2910. The office
that administers Your Contract is located at 4700 Westown Parkway, Ste. 200,
West Des Moines, Iowa 50266.

THE ANNUITY CONTRACT AND YOUR RETIREMENT PLAN

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If You participate through a retirement Plan or other group arrangement, the
Contract may provide that all or some of Your rights or choices as described in
this prospectus are subject to the Plan's terms. For example, limitations on
Your rights may apply to Purchase Payments, withdrawals, transfers, loans, the
death benefit and pay-out options.

The Contract may provide that a Plan administrative fee will be paid by making a
withdrawal from the Contract/Certificate Cash Value. Also, the Contract may
require that You or Your Beneficiary obtain a signed authorization from Your
employer or Plan Administrator to exercise certain rights. We may rely on Your
employer's or Plan Administrator's statements to Us as to the terms of the Plan
or Your entitlement to any amounts. We are not a party to Your employer's
retirement Plan. We will not be responsible for determining what Your Plan says.
You should consult the Contract and Plan document to see how You may be
affected. If You are a Texas Optional Retirement Program Participant, please see
Appendix A for specific information which applies to You.

SECTION 403(B) PLAN TERMINATIONS

Upon a Section 403(b) plan termination, Your employer is required to distribute
Your Plan benefits under the Contract to You. Your employer may permit You to
receive Your distribution of Your 403(b) plan benefit in cash or in the form of
the Contract.

If You elect to receive your distributions in cash, the distribution is a
withdrawal under the Contract and any amounts withdrawn are subject to a Market
Value Adjustment and any applicable surrender charges. Outstanding loans, if
available, will be satisfied (paid) from Your cash benefit prior to its
distribution to You. In addition, Your cash distributions are subject to
withholding, ordinary income tax and applicable Federal income tax penalties.
(See "Federal Tax Considerations.") A Market Value Adjustment and Contract
surrender charges will be waived if the net distribution is made under the
exceptions listed in the "Surrenders" section of the prospectus. However, if
Your employer chooses to distribute cash as the default option, Your employer
may not give You the opportunity to instruct the Company to make, at a minimum,
a direct transfer to another funding option or annuity contract issued by Us or
one of Our affiliates which may avoid a surrender charge. In that case, You will
receive the net cash distribution, less any applicable Market Value Adjustment,
surrender charge and withholding.

If You receive the distribution in the form of the Contract. We will continue to
administer the Contract according to its terms. However in that case, You may
not make any additional Purchase Payments or take any loans. In addition the
Company will rely on You to provide certain information that would otherwise be
provided to the Company by the employer or plan administrator. The employer may
choose distribution of the Contract as the default option. The employer may not
choose distribution of a Contract as a default option when that Contract is an
investment vehicle for a TSA ERISA plan.

THE REGISTERED FIXED ACCOUNT OPTION

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The Registered Fixed Account Option is available only in conjunction with the
purchase of a variable annuity contract (Gold Track, Gold Track Select, MetLife
Retirement Account, Unallocated Group Variable Annuity Contract or MetLife
Retirement Perspectives ("Gold Track", "Gold Track Select", "MetLife Retirement
Account", "Unallocated Group Variable Annuity" and "MetLife Retirement
Perspectives", respectively)) issued by the Company. The Contracts are available
as individual or group Contracts. Participants under the Gold Track, Gold Track
Select and MetLife Retirement Account are issued Certificates summarizing the
provisions of the group Contract. Participants under Unallocated Group Variable
Annuity and MetLife Retirement Perspectives are not issued Certificates. For
convenience, We refer to both individual Contract Owners and Participants as
Contract Owners. Where permitted by state law, We reserve the right to restrict
Purchase Payments into the Registered Fixed Account Option under Your MetLife
Retirement Account Contract whenever the credited interest rate on the Fixed
Account is equal to the minimum Guaranteed Interest Rate specified under Your
Contract.

THE ACCUMULATION PERIOD

PURCHASE PAYMENTS

During the Accumulation Period, all or a portion of Purchase Payments (less any
Premium Taxes), may be allocated to the Registered Fixed Account Option. We may
refuse to accept total Purchase Payments over $3,000,000.

We accept Purchase Payments made by check or cashier's check. We do not accept
cash, money orders or traveler's checks. We reserve the right to refuse Purchase
Payments made via a personal check in excess of $100,000. Purchase Payments over
$100,000 may be accepted in other forms, including but not limited to, EFT/wire
transfers, certified checks, corporate checks, and checks written on financial
institutions. The form in which We receive a Purchase Payment may determine how
soon subsequent disbursement requests may be fulfilled.

PURCHASE PAYMENTS -- SECTION 403(B) PLANS

The Internal Revenue Service ("IRS") announced new regulations affecting Section
403(b) Plans and arrangements which are generally effective January 1, 2009. As
part of these regulations, employers will need to meet certain requirements in
order for their employees' annuity contracts that fund these programs to retain
a tax deferred status

under Section 403(b). Prior to the new rules, transfers of one annuity contract
to another would not result in a loss of tax deferred status under Section
403(b) under certain conditions (so-called "90-24 transfers"). The new
regulations have the following effect regarding transfers: (1) a newly issued
contract funded by a transfer which is completed after September 24, 2007, is
subject to the employer requirements referred to above; (2) additional Purchase
Payments made after September 24, 2007, to a contract that was funded by a 90-24
transfer on or before September 24, 2007, may subject the contract to this new
employer requirement.

In consideration of these regulations, We have determined to only make available
the Contract/Certificate for purchase (including transfers) where Your employer
currently permits salary reduction contributions to be made to the
Contract/Certificate.

If Your Contract/Certificate was issued previously as a result of a 90-24
transfer completed on or before September 24, 2007, and You have never made
salary reduction contributions into Your Contract/Certificate, We urge You to
consult with Your tax adviser prior to making additional Purchase Payments.

DECLARED INTEREST RATES OF THE INITIAL AND SUBSEQUENT RENEWAL PERIODS

The Fixed Account guarantees an initial interest rate for a 12-month period. For
the following Contracts We will declare initial interest rates quarterly:

- Gold Track Select Contracts issued in connection with a Plan
established under Sections 401, 457 or 403(b) of the Code

- Unallocated Group Variable Annuity and MetLife Retirement
Perspectives Contracts issued in connection with a Plan
established under Section 401 of the Code

- Gold Track Contracts for Plans established under Sections 401,
457 of the Code

For the following Contracts, We will declare initial interest rates monthly:

- MetLife Retirement Account Contracts

- Gold Track Contracts issued in connection with a Plan established
under Section 403(b) or combination contracts under Sections
403(b)/401

At the end of the 12-month Guarantee Period, a renewal interest rate will be
determined. The rate will never be less than the minimum interest rate permitted
under state law (The minimum interest rate depends on the date Your Contract is
issued but will not be less than 1%). At the end of the initial Guarantee
Period, the first renewal rate will be guaranteed to the end of that calendar
year. The second and all future renewal rates will be declared each subsequent
January 1 and guaranteed through December 31 of each year.

The Company has no specific formula for determining the rate(s) of interest that
it will declare. Generally, the rates We determine will reflect interest rates
available on the types of debt instruments in which We intend to invest the
amounts directed to the Registered Fixed Account Option (See "Investments by the
Company".) In addition, the Company's management may also consider various other
factors in determining interest rates for a given period, including regulatory
and tax requirements; sales commission and administrative expenses borne by the
Company; general economic trends; and competitive factors. THE COMPANY'S
MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO ANY DECLARED INTEREST RATES
AND ANY INTEREST IN EXCESS OF THE MINIMUM INTEREST RATE ALLOWED UNDER STATE LAW.
THE COMPANY CANNOT PREDICT NOR GUARANTEE THE RATES OF ANY FUTURE DECLARED
INTEREST IN EXCESS OF THE MINIMUM RATE.

CASH VALUES

We will credit amounts held under the Registered Fixed Account Option with
interest. The minimum Guaranteed Interest Rate will never be lower than the
minimum rate permitted under state law (The minimum interest rate

depends on the date Your Contract is issued but will not be less than 1%).
Interest is credited daily. Purchase Payments (other than the initial Purchase
Payment) are allocated to the Registered Fixed Account Option as of the close of
the business day on which We receive the Purchase Payment at the Home Office.
Therefore, Purchase Payments begin earning interest the day after We receive the
Purchase Payment in good order.

SURRENDERS

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GENERAL

Subject to the termination provisions described below, the Contract Owner may
request a full or partial surrender of Cash Values at any time from the
Registered Fixed Account Option.

We may withhold payment of Cash Surrender Value or a Participant's loan proceeds
if any portion of those proceeds would be derived from a Contract Owner's check
that has not yet cleared (i.e., that could still be dishonored by Your banking
institution). We may use telephone, fax, internet or other means of
communication to verify that payment from the Contract Owner's check has been or
will be collected. We will not delay payment longer than necessary for Us to
verify that payment has been or will be collected. Contract Owners may avoid the
possibility of delay in the disbursement of proceeds coming from a check that
has not yet cleared by providing Us with a certified check.

PAYMENT OF FULL OR PARTIAL SURRENDERS

In the event of a partial surrender from the Registered Fixed Account Option, We
will pay the requested value less any applicable sales charges. All partial
surrenders will be made on a last-in, first-out basis. If an allocated account
is surrendered for reasons other than Contract termination, We will pay the Cash
Value, less any outstanding loan surrenders not previously deducted, less any
Premium Tax, the administrative charge, and any sales charges, as applicable.
PLEASE CONSULT THE ACCOMPANYING VARIABLE ANNUITY CONTRACT PROSPECTUS FOR ANY
APPLICABLE SALES CHARGES.

CONTRACT TERMINATION

If the Contract is discontinued, no further Purchase Payments or transfers will
be allowed. On the date We receive a Written Request to terminate the Contract,
or within 31 days after We notify You of Our intent to terminate the Contract,
any amounts transferred from the Registered Fixed Account Option to the Separate
Account Options during the 30 days before the date of discontinuance will be
transferred back to the Registered Fixed Account Option.

If the Contract is discontinued because of Plan Termination due to the
dissolution or liquidation of the employer under US Code Title 11 procedures,
the Cash Surrender Value will be distributed directly to the employees entitled
to share in such distributions pursuant to the Plan. Distribution may be in the
form of cash payments, annuity options or deferred annuities. This provision
does not apply to Plans established under Section 457 of the Code.

We will not terminate the Contract that includes a guaranteed death benefit if
at the time the termination would otherwise occur the guaranteed amount under
any death benefit is greater than the Cash Value. For all other Contracts, We
reserve the right to exercise this termination provision, subject to obtaining
any required regulatory approvals. We will not exercise this provision, under
Contracts issued in New York. However, if You are the Participant and the Plan
determines to terminate the Contract at a time when You (the Participant) have a
guaranteed amount under any death benefit that is greater than the Contract
Value, You (the Participant) forfeit any guaranteed death benefit You (the
Participant) have accrued under the death benefit upon termination of the
Contract.

MARKET VALUE ADJUSTMENT

The following discussion of Market Adjusted Values applies only to Contract
Owners who are not individuals.

If the Contract Owner requests a full surrender of the Contract or of all
Contract values held in the Registered Fixed Account Option for reasons other
than listed above, or if the Company discontinues the Contract (in all states
other than New York and in New York, if issued prior to April 30, 2007), the
Company will determine the Market Adjusted Value of the Registered Fixed Account
Option. For Contracts issued in New York on or after April 30, 2007, We will

pay the Contract Owner the Cash Value of the Registered Fixed Account Option if
the Company discontinues the Contract. We are not applying the Market Value
Adjustment to the Unallocated Group Variable Annuity Contract.

The amount payable to the Contract Owner if a Contract is discontinued may be
increased or decreased by the application of the Market Value Adjustment
formula. The formula is the following:

Market Adjusted Value = Cash Value x (1 + RO)(5) /(1 + R1 + .0025(+))(5)

Where:

RO is the weighted average of all interest rates credited to all amounts in the
Registered Fixed Account Option at the time of termination, and

R1 is the interest rate credited on new deposits for this class of contracts at
the time of termination.

+ Margin that accounts for the liquidation of the assets.

FOR CONTRACTS ISSUED IN EVERY STATE EXCEPT NEW YORK:

If, as of the date of discontinuance, the Market Adjusted Value is less than the
Cash Value of the Registered Fixed Account Option, the Contract Owner may select
one of the payment methods described below:

1) The Market Adjusted Value (less any applicable sales charge) in one
lump sum within 60 days of the date of discontinuance, or

2) The Cash Surrender Value of the Registered Fixed Account Option in
installments over a 5-year period. The amount deducted on surrender,
if any, is determined as of the date of discontinuance, and will apply
to all installment payments. Interest will be credited to the
remaining Cash Value of the Registered Fixed Account Option during
this installment period at a fixed effective annual interest rate of
not less than the minimum rate permitted under state law. The first
payment will be made no later than 60 days following the Contract
Owner's request for surrender or Our written notification of Our
intent to discontinue the Contract. The remaining payments will be
mailed on each anniversary of the discontinuance for four years.
During that period, no additional surrenders are allowed.

If, as of the date of discontinuance, the Market Adjusted Value is greater than
the Cash Value of the Registered Fixed Account Option, the Contract Owner may
select one of the payment methods as described below:

1) The Cash Surrender Value of the Registered Fixed Account Option, in
one lump sum within 60 days of the date of discontinuance, or

2) The Cash Value of the Registered Fixed Account Option in installments
over a 5-year period. Interest will be credited to the remaining Cash
Value of the Registered Fixed Account Option during this installment
period at a fixed effective annual interest rate of not less than the
minimum rate permitted under state law. The first payment will be made
no later than 60 days following the Contract Owner's request for
surrender or Our written notification of Our intent to discontinue the
Contract. The remaining payments will be mailed on each anniversary of
the discontinuance for four years. During that period, no additional
surrenders are allowed.

ALLOCATED CONTRACTS ISSUED IN NEW YORK PRIOR TO APRIL 30, 2007:

If the Market Adjusted Value is less than the Cash Value of the Fixed Account as
of the date of discontinuance, We will pay You the Market Adjusted Value, less
any amounts deducted on surrender, less any loans outstanding in one lump sum.
This amount will never be less than 90% of the Cash Value of the Fixed Account,
less any outstanding loans as of the date of discontinuance. We may defer
payment of this amount for up to six months from the date of discontinuance. If
a payment is deferred more than 10 working days from the date of discontinuance,
We will credit interest during the deferred period in the same manner as
described in Your Contract.

If the Market Adjusted Value is greater than the Cash Value of the Fixed Account
as of the date of discontinuance, We will pay the Cash Surrender Value of the
Fixed Account as of the date of discontinuance in one lump sum. We may defer
payment of this amount for up to six months from the date of discontinuance. If
a payment is deferred more than 10 working days from the date of discontinuance,
We will credit interest during the deferred period in the same manner as
described in Your Contract.

UNALLOCATED CONTRACTS ISSUED IN NEW YORK PRIOR TO APRIL 30, 2007:

You may select either of the following methods of payout:

a) LUMP SUM PAYMENT OPTION. If the Market Adjusted Value is less than the
Cash Value of the Fixed Account as of the date of the discontinuance,
We will pay You the Market Adjusted Value, less any amounts deducted
on surrender, in one lump sum within 60 days of the date of
discontinuance. If the Market Adjusted Value is greater than the Cash
Value of the Fixed Account as of the date of discontinuance, We will
pay You the Cash Surrender Value of the Fixed Account within 60 days
of the date of discontinuance.

b) INSTALLMENT PAYMENT OPTION. We will pay You the Cash Value of the
Fixed Account in installments over a 5-year period. Interest will be
credited to the remaining Cash Value of the Fixed Account during this
installment period at a fixed effective annual interest rate of not
less than 1.5% below the net effective rate being credited to the
Contract on the date of discontinuance. The first payment will be made
no later than 60 days following Our mailing the written notice to You
at the most current address available on Our records. The remaining
payments will be mailed on each anniversary of the discontinuance date
for 4 years. Allowable distributions shown on the Contract
specifications page are not permitted during the 5-year installment
period.

FOR CONTRACTS ISSUED IN NEW YORK ON OR AFTER APRIL 30, 2007:

EXCEPT GOLD TRACK SELECT ALLOCATED CONTRACTS ISSUED TO NON-ERISA 403(B) PLANS
AND GOVERNMENTAL 457 PLANS SUBJECT TO THE NEW YORK STATE DEFERRED COMPENSATION
BOARD RULES AND REGULATIONS:

Upon discontinuance, the Contract Owner may select one of the payment methods
described below:

a) LUMP SUM PAYMENT OPTION. We will pay You the Market Adjusted Value,
less any amounts deducted on surrender, less any loans outstanding in
one lump sum within 60 days of the date of discontinuance. We may
defer the payment for this amount for up to six months from the date
of discontinuance. If a payment is deferred more than 10 working days
from the date of discontinuance, interest will continue to be earned
during the deferred period in the same manner as described in the
Contract; or

b) INSTALLMENT PAYMENT OPTION. We will pay You the Cash Value of the
Fixed Account in installments over a 5 year period. Interest will be
credited to the remaining Cash Value of the Fixed Account during this
installment period at a fixed effective annual interest rate of not
less than 1.5% below the net effective rate being credited to the
Contract on the date of discontinuance. The first payment will be made
no later than 60 days following the Company's mailing of the written
notice of Contract discontinuance to the Contract Owner at the most
current address available on the Company's records. The remaining
payments will be mailed on each anniversary of the discontinuance date
for 4 years. Allowable distributions shown on the Contract
specifications page are not allowed during the 5 year installment
period.

GOLD TRACK SELECT ALLOCATED CONTRACTS ISSUED TO NON-ERISA 403(B) PLANS IN NEW
YORK ON OR AFTER APRIL 30, 2007:

The formula used in connection with these non-ERISA 403(b) Plans is exactly the
same as described above except that the total surrender charge and Market Value
Adjustment will not exceed 10% of the Cash Value of the Fixed Account.
Additionally on or after the 10(th) Certificate Year, the Market Value will
equal the Cash Value.

GOLD TRACK SELECT CONTRACTS ISSUED TO GOVERNMENTAL 457 PLANS SUBJECT TO THE NEW
YORK STATE DEFERRED COMPENSATION BOARD RULES AND REGULATIONS ON OR AFTER APRIL
30, 2007:

We will pay the Cash Value of the Fixed Account in one lump sum to the Contract
Owner, or Participant if so authorized, no later than 30 days following the date
of discontinuance. If We defer payment for 10 working days or more, interest
will continue to be earned during the deferred period at the rate required by
law or at the rate currently being credited under this Contract, whichever is
greater. No surrender charges nor Market Adjusted Value will be assessed against
the Beneficiary of the Fixed Account if the Contract is discontinued.

ANNUITY PERIOD

We will normally make Annuity Payments within fifteen business days after We
receive a settlement claim, or any other later specified date. Subsequent
payments will be made periodically on the anniversaries of the first payment.

The variable annuity contract prospectus describes more fully the Annuity Period
and annuity options under the Contracts. Please note, however, that
annuitization is irrevocable; once fixed Annuity Payments have begun, the
annuity benefit cannot be surrendered for a lump sum settlement.

RESTRICTIONS ON FINANCIAL TRANSACTIONS

Federal laws designed to counter terrorism and prevent money laundering might,
in certain circumstances, require Us to block a Contract Owner's ability to make
certain transactions and thereby refuse to accept any request for transfers,
withdrawals, surrenders, or death benefits, until instructions are received from
the appropriate regulator. We may also be required to provide additional
information about You and Your Contract to government regulators.

MISSTATEMENT

We may require proof of age of the Contract Owner, Beneficiary or Annuitant
before making any payments under this Contract that are measured by the Contract
Owner's, Beneficiary's or Annuitant's life. If the age of the measuring life has
been misstated, the amount payable will be the amount that would have been
provided at the correct age.

Once Annuity Payments have begun, any underpayments or overpayments will be
deducted from or added to the payment or payments made after the adjustment. In
certain states, We are required to pay interest on any underpayments.

TRANSFERS

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

No transfers are allowed between the Registered Fixed Account Option and any
Competing Fund.

Where permitted by state law, We reserve the right to restrict transfers from
the Separate Account Options in a MetLife Retirement Account Contract into the
Registered Fixed Account Option whenever the credited interest rate on the Fixed
Account is equal to the minimum Guaranteed Interest Rate specified under Your
Contract.

The charges for transfers are described in the group variable annuity Contract
prospectus which accompanies this prospectus. No sales charges apply when a
transfer is made.

TRANSFERS FROM THE FIXED ACCOUNT

The Contract Owner may transfer amounts in the Registered Fixed Account Option
to one or more of the Separate Account Options subject to the Competing Fund
restrictions described in Your Contract. All transfers will be made on a last-
in, first-out basis. That is, the money most recently deposited or transferred
into the Registered Fixed Account Option will be transferred or surrendered
first.

Amounts previously transferred from the Registered Fixed Account Option to the
Separate Account Options may not be transferred back to the Registered Fixed
Account Option or any Competing Fund for a period of at least 3 months from the
date of the transfer. The Company may eliminate this restriction in
circumstances where Guaranteed Interest Rates on the Registered Fixed Account
Option are declared and credited on a quarterly basis.

We reserve the right to limit transfers from this Contract in any calendar year
to 20% of the Contract/Certificate Cash Value in the Registered Fixed Account
Option as of the end of the preceding Contract/Certificate Year. It is important
to note that it will take over 10 years (assuming no additional Purchase
Payments or transfers into the Contract/Certificate and discounting any accrued
interest) to make a complete transfer of your balance from the
Contract/Certificate because of the transfer allowance restriction indicated
above. This is because the 20% transfer allowance is based on a declining Cash
Value in the Contract/Certificate rather than withdrawals based upon a fixed
number of years. For example (based on the assumptions above), if your initial
Cash Value in the Contract/Certificate is $100, the 20% transfer allowance only
allows you to transfer up to $20 that Contract/Certificate Year. If you transfer
the

maximum transfer allowance that Contract/Certificate Year, you may only transfer
up to $16 the following Contract/Certificate Year based on the 20% transfer
allowance of the $80 Cash Value remaining in the Contract/Certificate for such
Contract/Certificate Year. It is important to consider when deciding to invest
in the Contract/Certificate whether this 20% transfer allowance restriction fits
your risk tolerance and time horizon. (See also "Surrenders.")

TRANSFERS TO THE FIXED ACCOUNT

METLIFE RETIREMENT ACCOUNT CONTRACTS

The Contract Owner may transfer amounts in the Separate Account Options to the
Registered Fixed Account Option subject to the Competing Fund restrictions
described in Your Contract. In addition, amounts previously transferred from a
Competing Fund to a Separate Account Option which is not a Competing Fund may
not be transferred to the Registered Fixed Account Option for a period of at
least 3 months from the date of transfer.

If the Contract Owner selects the optional death benefit and credit endorsement
under the Contract, the following additional restrictions apply:

- Purchase Payments allocated to a Separate Account Option which is not
a Competing Fund may not be transferred to the Fixed Account for a
period of at least 3 months from the date of the Purchase Payment.

- If a Purchase Payment has been made within the last five
Contract/Certificate Years, transfers from the Separate Account
Options to this Contract may not exceed 20% per year of the
Contract/Certificate Value in the Separate Account Options on the
Contract/Certificate anniversary. It is important to note that it will
take over 10 years (assuming no additional Purchase Payments or
transfers into the Separate Account and increases or decreases due to
investment experience) to make a complete transfer of your balance
from the Separate Account to the Contract/Certificate because of the
transfer allowance restriction indicated above. This is because the
20% transfer allowance is based on a declining Cash Value in the
Separate Account rather than withdrawals based upon a fixed number of
years. For example (based on the assumptions above), if your initial
Cash Value in the Separate Account is $100, the 20% transfer allowance
only allows you to transfer up to $20 that Contract/Certificate Year.
If you transfer the maximum transfer allowance that
Contract/Certificate Year, you may only transfer up to $16 the
following Contract/Certificate Year based on the 20% transfer
allowance of the $80 Cash Value remaining in the Separate Account for
such Contract/Certificate Year. It is important to consider when
deciding to invest in the Separate Account whether this 20% transfer
allowance restriction fits your risk tolerance and time horizon.

GOLD TRACK, GOLD TRACK SELECT, UNALLOCATED GROUP VARIABLE ANNUITY AND METLIFE
RETIREMENT PERSPECTIVES CONTRACTS

Values held in a Separate Account Option may be transferred to the Registered
Fixed Account Option at any time subject to any Competing Fund restrictions
which may apply.

INVESTMENTS BY THE COMPANY

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We must invest Our assets according to applicable state laws regarding the
nature, quality and diversification of investments that may be made by life
insurance companies. In general, these laws permit investments, within specified
limits and subject to certain qualifications, in federal, state and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments. All General Account assets
of the Company would be available to meet the Company's guarantee under the
Registered Fixed Account Option. The proceeds from the Registered Fixed Account
Option will become part of the Company's general assets and are available to
fund the claims of all classes of customers of the Company.

In establishing Declared Interest Rates, the Company will consider the yields
available on the instruments in which it intends to invest the amounts directed
to the Registered Fixed Account Option. The current investment strategy for the
Contracts is to invest in investment-grade fixed income securities, including
public bonds, privately placed

bonds, and mortgages, some of which may be zero coupon securities. While this
generally describes Our investment strategy, We are not obligated to follow any
particular strategy except as may be required by federal and state laws.

DISTRIBUTION OF THE CONTRACTS

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

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT

The Company has appointed MetLife Investors Distribution Company ("MLIDC") to
serve as the principal underwriter and distributor of the securities offered
through this prospectus, pursuant to the terms of a Distribution and Principal
Underwriting Agreement. MLIDC, which is an affiliate of the Company, also acts
as the principal underwriter and distributor of other annuity contracts and
variable annuity contracts and variable life insurance policies issued by the
Company and its affiliated companies. The Company reimburses MLIDC for expenses
MLIDC incurs in distributing the Contracts (e.g. commissions payable to retail
broker-dealers who sell the Contracts). MLIDC does not retain any fees under the
Contracts. MLIDC's principal executive offices are located at 5 Park Plaza,
Suite 1900, Irvine, CA 92614.

MLIDC is registered as a broker-dealer with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as well as the
securities commissions in the states in which it operates, and is a member of
the Financial Industry Regulatory Authority ("FINRA"). FINRA provides background
information about broker-dealers and their registered representatives through
FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline 1-800-289-9999,
or log on to www.finra.org. An investor brochure that includes information
describing FINRA BrokerCheck is available through the Hotline or on-line.

MLIDC and the Company enter into selling agreements with affiliated and
unaffiliated broker-dealers who are registered with the SEC and are members of
FINRA, and with entities that may offer the Contracts but are exempt from
registration. Applications for the Contract are solicited by registered
representatives who are associated persons of such affiliated or unaffiliated
broker-dealer firms. Such representatives act as appointed agents of the Company
under applicable state insurance law and must be licensed to sell variable
insurance products. The Company intends to offer the Contract in all
jurisdictions where it is licensed to do business and where the Contract is
approved. The Contracts are offered on a continuous basis.

COMPENSATION

Broker-dealers who have selling agreements with MLIDC and the Company are paid
compensation for the promotion and sale of the Contracts. Registered
representatives who solicit sales of the Contract typically receive a portion of
the compensation payable to the broker-dealer firm. The amount the registered
representative receives depends on the agreement between the firm and the
registered representative. This agreement may also provide for the payment of
other types of cash and non-cash compensation and other benefits. A broker-
dealer firm or registered representative of a firm may receive different
compensation for selling one product over another and/or may be inclined to
favor one product provider over another product provider due to differing
compensation rates.

We generally pay compensation as a percentage of Purchase Payments invested in
the Contract. Alternatively, We may pay lower compensation on Purchase Payments
but pay periodic asset-based compensation based on all or a portion of the
Contract Value. The amount and timing of compensation may vary depending on the
selling agreement but is not expected to exceed 10% of Purchase Payments (if up-
front compensation is paid to registered representatives)and up to 2% annually
of average Contract Value (if asset-based compensation is paid to registered
representatives).

The Company and MLIDC have also entered into preferred distribution arrangements
with certain broker-dealer firms. These arrangements are sometimes called "shelf
space" arrangements. Under these arrangements, the Company and MLIDC pay
separate, additional compensation to the broker-dealer firm for services the
broker-dealer provides in connection with the distribution of the Company's
products. These services may include providing the Company with access to the
distribution network of the broker-dealer, the hiring and training of the
broker-dealer's sales personnel, the sponsoring of conferences and seminars by
the broker-dealer, or general marketing services performed by the broker-dealer.
The broker-dealer may also provide other services or incur other costs in
connection with distributing the Company's products.

These preferred distribution arrangements will not be offered to all broker-
dealer firms and the terms of such arrangements may differ between broker-dealer
firms. Compensation payable under such arrangements may be based on aggregate,
net or anticipated sales of the Contracts, total assets attributable to sales of
the Contract by registered representatives of the broker-dealer firm or based on
the length of time that a Contract Owner has owned the Contract. Any such
compensation payable to a broker-dealer firm will be made by MLIDC or the
Company out of their own assets and will not result in any additional direct
charge to You. Such compensation may cause the broker-dealer firm and its
registered representatives to favor the Company's products. The Company and
MLIDC have entered into preferred distribution arrangements with their affiliate
Tower Square Securities, Inc. as well as with unaffiliated broker-dealer firms.
The Company may enter into similar arrangements with its other affiliates
MetLife Securities, Inc., Walnut Street Securities, Inc. and New England
Securities Corporation. A list of unaffiliated broker-dealer firms which have
entered into such arrangements is on Our website.

SALE OF THE CONTRACTS BY AFFILIATES OF THE COMPANY

The Company and MLIDC may offer the Contracts through retail broker-dealer firms
that are affiliates of the Company, including Tower Square Securities, Inc.,
MetLife Securities, Inc., Walnut Street Securities, Inc. and New England
Securities Corporation. The compensation paid to affiliated broker-dealer firms
for sales of the Contracts is generally not expected to exceed, on a present
value basis, the percentages described above. These broker-dealer firms pay
their registered representatives all or a portion of the commissions received
for their sales of Contracts; some firms may retain a portion of commissions.
The amount the broker-dealer firms pass on to their registered representatives
is determined in accordance with their internal compensation programs. These
programs may also include other types of cash compensation, such as bonuses,
equity awards (such as stock options), training allowances, supplementary
salary, financing arrangements, marketing support, medical and other insurance
benefits, retirement benefits, non-qualified deferred compensation contract
values, and other benefits. For registered representatives of certain
affiliates, the amount of this additional cash compensation is based primarily
on the amount of proprietary products sold and serviced by the representative.
Proprietary products are those issued by the Company or its affiliates. The
managers who supervise these registered representatives may also be entitled to
additional cash compensation based on the sale of proprietary products by their
representatives. Because the additional cash compensation paid to these
registered representatives and their managers is primarily based on sales of
proprietary products, these registered representatives and their managers have
an incentive to favor the sale of proprietary products over other products
issued by non-affiliates.

The Contracts are also sold through Metropolitan Life Insurance Company
("MetLife", an affiliate of the Company) licensed sales representatives who are
associated with MetLife Securities, Inc. MetLife registered representatives
receive cash payments for the products they sell and service based upon a 'gross
dealer concession' model. The cash payment is equal to a percentage of the gross
dealer concession. For MetLife registered representatives other than those in
Our MetLife Resources (MLR) Division, the percentage is determined by a formula
that takes into consideration the amount of premiums and Purchase Payments
applied to proprietary products that the registered representative sells and
services. The percentage could be as high as 100%. (MLR registered
representatives receive compensation based upon premiums and Purchase Payments
applied to all products sold and serviced by the representative.) In addition,
all MetLife registered representatives are entitled to the additional
compensation described above based on sales of proprietary products. Because
sales of proprietary products are a factor determining the percentage of gross
dealer concession and/or the amount of additional compensation to which MetLife
registered representatives are entitled, they have an incentive to favor the
sale of proprietary products. In addition, because their sales managers'
compensation is based on the sales made by the representatives they supervise,
these sales managers also have an incentive to favor the sale of proprietary
products.

The Company's affiliates also offer their registered representatives and their
managers non-cash compensation incentives, such as conferences, trips, prizes
and awards. Other non-cash compensation payments may be made for other services
that are not directly related to the sale of products. These payments may
include support services in the form of recruitment and training of personnel,
production of promotional materials and similar services.

From time to time, MetLife pays organizations, associations and non-profit
organizations fees to sponsor the Company's annuity contracts. MetLife may also
obtain access to an organization's members to market Our annuity contracts.
These organizations are compensated for their sponsorship of Our annuity
contracts in various ways. Primarily, they receive a flat fee from MetLife.
MetLife also compensates these organizations by funding their programs,
scholarships, events or awards, such as a principal of the year award. MetLife
may also lease their office

space or pay fees for display space at their events, purchase advertisements in
their publications or reimburse or defray their expenses. In some cases, MetLife
hires organizations to perform administrative services for Us, for which they
are paid a fee based upon a percentage of the account balances their members
hold in the Contract. MetLife also may retain finders and consultants to
introduce MetLife to potential clients and for establishing and maintaining
relationships between MetLife and various organizations. The finders and
consultants are primarily paid flat fees and may be reimbursed for their
expenses. MetLife or Our affiliates may also pay duly licensed individuals
associated with these organizations cash compensation for the sales of the
Contracts.

FEDERAL TAX CONSIDERATIONS

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TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under Part I of Subchapter L of
the Code. The assets underlying the Registered Fixed Account Option under the
Contracts will be owned by the Company. The income earned on such assets will be
the Company's income.

INFORMATION REGARDING THE CONTRACTS

Tax information regarding the Contracts/Certificates and distributions is
briefly described in the accompanying Contract prospectus.

INFORMATION INCORPORATED BY REFERENCE

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

Under the Securities Act of 1933, the Company has filed with the Securities and
Exchange Commission ("SEC") a registration statement (the "Registration
Statement") relating to the Contracts offered by this prospectus. This
prospectus has been filed as a part of the Registration Statement and does not
contain all of the information set forth in the Registration Statement and the
exhibits and reference is hereby made to such Registration Statement and
exhibits for further information relating to the Company and the Contracts. The
Company's annual report on Form 10-K was filed with the SEC on March 22, 2012
via EDGAR File No. 033-03094. The Form 10-K contains information for the period
ended December 31, 2011, about the Company, including consolidated audited
financial statements for the Company's latest fiscal year. The Form 10-K is
incorporated by reference into this prospectus. In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act") prior to the
termination of the offering, are also incorporated by reference into this
prospectus. We are not incorporating by reference, in any case, any documents or
information deemed to have been furnished and not filed in accordance with SEC
rules.

There have been no material changes in the Company's affairs which have occurred
since the end of the latest fiscal year for which audited consolidated financial
statements were included in the latest Form 10-K or which have not been
described in a Form 10-Q or Form 8-K filed by the Company under the Exchange
Act.

If requested, the Company will furnish, without charge, a copy of any and all of
the reports or documents that have been incorporated by reference into this
prospectus. You may direct Your requests to the Company at, 1300 Hall Boulevard,
Bloomfield, Connecticut, 06002-2910. The telephone number 1-800-842-9406. You
may also access the incorporated reports and other documents at www.metlife.com.

The Company files periodic reports as required under the Exchange Act (including
Form 10-K, 10-Q and 8-K). You may also read and copy any materials that the
Company files with the SEC at the SEC's Public Reference Room at 100 F Street,
N.E., Washington, DC 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.

EXPERTS

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Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Contracts described in this prospectus and the
organization of the Company, its authority to issue such Contracts under
Connecticut law and the validity of the forms of the Contracts under Connecticut
law have been passed on by legal counsel for the Company.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements, and the related financial statement
schedules, incorporated by reference in this Registration Statement from the
MetLife Insurance Company of Connecticut and subsidiaries' (the "Company's")
Annual Report on Form 10-K for the year ended December 31, 2011, have been
audited by Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their report (which expresses an unqualified opinion on the
consolidated financial statements and financial statement schedules and includes
an explanatory paragraph regarding changes in the Company's method of accounting
for the recognition and presentation of other-than-temporary impairment losses
for certain investments as required by accounting guidance adopted on April 1,
2009), which is incorporated herein by reference. Such consolidated financial
statements and financial statement schedules have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

The principal business address of Deloitte & Touche LLP is Two World Financial
Center, New York, New York 10281-1414.

THIS PAGE INTENTIONALLY LEFT BLANK.

APPENDIX A

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WHAT YOU NEED TO KNOW IF YOU ARE A TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANT

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

A-1

METLIFE INSURANCE COMPANY OF CONNECTICUT
REGISTERED FIXED ACCOUNT OPTION
FOR USE WITH ANNUITY CONTRACTS

Book 29 April 30, 2012

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemized list of the estimated expenses to be incurred in
connection with the securities being offered:

Accountant's Fees and Expenses: $6,800

Legal Fees and Expenses: $2,400

Printing Expenses: $9,300

Registration Fee: $97,410

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's parent, MetLife, Inc. ("MetLife") has secured a Financial
Institutions Bond in the amount of $50,000,000, subject to a $5,000,000
deductible. MetLife also maintains Directors' and Officers' Liability insurance
coverage with limits of $400 million under which the Registrant and Registrant's
underwriter, as well as certain other subsidiaries of MetLife are covered. A
provision in MetLife, Inc.'s by-laws provides for the indemnification (under
certain circumstances) of individuals serving as directors or officers of
certain organizations, including the Depositor and the Underwriter.

Sections 33-770 et seq. inclusive of the Connecticut General Statutes ("C.G.S.")
regarding indemnification of directors and officers of Connecticut corporations
provides in general that Connecticut corporations shall indemnify their
officers, directors and certain other defined individuals against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses actually
incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.

C.G.S. Section 33-778 provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or lesser
than that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed upon basis.

RULE 484 UNDERTAKING

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 16. EXHIBITS

(A) EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------

1. Distribution and Principal Underwriting Agreement. (Incorporated herein by
reference to Exhibit 1 to the Registration Statement on Form S-2, File No. 333-
51804 filed December 14, 2000.)

2(a). Agreement and Plan of Merger dated as of October 20, 2006. (Incorporated herein by
reference to Exhibit 1(a) to the Registration Statement on Form S-1, File No. 333-
138472 filed on November 7, 2006.)

2(b). Resolution of Board of Directors of MetLife Insurance Company of Connecticut
(including Agreement and Plan of Merger). (Incorporated herein by reference to
Exhibit 1(b) to the Registration Statement on Form S-1, File No. 333-147911 filed
on December 7, 2007.)

4. Contracts. (Incorporated herein by reference to Exhibit 4 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-58809,
filed November 3, 1998.)

4(a). Company Name Change Endorsement. (Incorporated herein by reference to Exhibit 4(c)
to Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, File
Nos. 033-65343/811-07465 filed April 6, 2006.)

4(b). Merger Endorsement (6-E48-07) (December 7, 2007). (Incorporated herein by
reference to Exhibit 4(b) to the Registration Statement on Form S-1, File No. 333-
147911 filed on December 7, 2007.)

4(c). Roth 401 Endorsement. (Incorporated herein by reference to Exhibit 4(d) to Post-
Effective Amendment No. 14 to The Travelers Fund ABD for Variable Annuities to the
Registration Statement on Form N-4, File Nos. 033-65343/811-07645 filed April 6,
2006.)

4(c)(i). Roth 403(b) Endorsement. (Incorporated herein by reference to Exhibit 4(e) to
Post-Effective Amendment No. 14 to The Travelers Fund ABD for Variable Annuities
to the Registration Statement on Form N-4, File Nos. 033-65343/811-07465 filed
April 6, 2006.)

4(c)(ii). Roth 403(b) Endorsement. (Incorporated herein by reference to Exhibit 4(e) to
Post-Effective Amendment No. 14 to The Travelers Fund ABD for Variable Annuities
to the Registration Statement on Form N-4, File Nos. 033-65343/811-07465 filed
April 6, 2006.)

4(d). Fixed Account Rider, Form L-14638Ed -- 1-96. (Certain unified plans under Section
401 of the Code). (Incorporated herein by reference to Exhibit 4(d) to the
Registration Statement on Form S-1, File No. 333-147911 filed April 9, 2008).

4(e). Fixed Account Rider, Form L-22155A Ed -- 9-06 (all markets). (Incorporated herein
by reference to Exhibit 4(e) to the Registration Statement on Form S-1, File No.
333-147911 filed April 9, 2008).

4(f). Fixed Account Rider, Form L14708A Ed -- 9-06 (all markets except non-ERISA 403(b)
and 457 Gov't plans subject to Deferred Comp Board Rules). (Incorporated herein by
reference to Exhibit 4(f) to the Registration Statement on Form S-1, File No. 333-
147911 filed April 9, 2008).

4(g) Fixed Account Rider, Form L-22434 NYA Ed -- 9-06 (for 457 Gov't plans subject to
Deferred Comp Board Rules). (Incorporated herein by reference to Exhibit 4(g) to
the Registration Statement on Form S-1, File No. 333-147911 filed April 9, 2008).

5. Opinion re: Legality of Shares. Filed herein.

8. None.

12. None.

15. None.

23. Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
Filed herein.

24. Powers of Attorney authorizing Michele H. Abate, Paul G. Cellupica, John E.
Connolly, Jr., Myra L. Saul, and Marie C. Swift to act as signatory for Michael K.
Farrell, Maria R. Morris, Stanley J. Talbi, and Peter M. Carlson. Filed herein.

25. None.

26. None.
</Table>

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of
Regulation S-K:

1. To file, during any period in which offers or sales of the registered
securities are being made, a post-effective amendment to this registration
statement:

i. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

ii. to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price set represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement, and

iii. to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.

4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.

5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;

iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.

6. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

7. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy

as expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bloomfield, State of Connecticut, on April 6, 2012.

MetLife Insurance Company of Connecticut
(Registrant)

By: /s/ BENNETT KLEINBERG
------------------------------------
Vice President and Senior Actuary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on April 6, 2012.

<Table>

/s/ *MICHAEL K. FARRELL Director, President and Chief Executive
----------------------------------------------- Officer
(Michael K. Farrell)

/s/ *MARIA R. MORRIS Director
-----------------------------------------------
(Maria R. Morris)

/s/ *STANLEY J. TALBI Executive Vice President and Chief Financial
----------------------------------------------- Officer
(Stanley J. Talbi)

/s/ *PETER M. CARLSON Executive Vice President and Chief
----------------------------------------------- Accounting Officer
(Peter M. Carlson)

*By: /s/ MYRA L. SAUL
------------------------------------------
Myra L. Saul, Attorney-in-Fact
</Table>

EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------

5. Opinion re: Legality of Shares
23. Consent of Deloitte & Touche LLP
24. Powers of Attorney
</Table>