(K&L GATES LOGO) 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
December 7, 2012
EDGAR FILING
United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: MetLife Insurance Company of Connecticut
Form S-3 Registration Statement
File No. 333-_________
Dear Sir or Madam:
On behalf of MetLife Insurance Company of Connecticut ("MICC"), transmitted
herewith for filing, 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 a registration
statement on Form S-3 (the "Registration Statement") with respect to MetLife
Flex Market Shield Annuity (the "Contract"), a single premium deferred 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. MICC has a
number of offerings currently registered on Form S-3 (see SEC File Nos. 333-
178886, 333-178885, 333-178889, 333-178888 and 333-178884).
The Registration Statement includes a delaying amendment in accordance with
Rule 473 under the 1933 Act. MICC intends to file a pre-effective amendment in
early 2013 to (i) address open items in the Registration Statement 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 MICC's offices. Please contact Andras P.
Teleki at (202) 778-9477 or the undersigned at (202) 778-9886 with any questions
or comments.
Sincerely,
/s/ Diane E. Ambler
Diane E. Ambler
Enclosure
cc Sonny Oh, SEC