***Page Contains EDGAR 424 LANGUAGE***

                                               Filed Pursuant to Rule 424(b)(3)
                                               333-178886

                   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 (WITH 30 DAYS ADVANCE WRITTEN NOTICE) AND
GOLD TRACK SELECT CONTRACTS TO RESTRICT PURCHASE PAYMENTS INTO THE REGISTERED
FIXED ACCOUNT OPTION OR TO MAKE TRANSFERS FROM THE SEPARATE ACCOUNT -OPTIONS
INTO THE REGISTERED FIXED ACCOUNT OPTION -WHENEVER THE CREDITED INTEREST RATE
IS EQUAL TO THE MINIMUM GUARANTEED INTEREST RATE SPECIFIED -IN YOUR CONTRACT. -
WE WILL PROVIDE ADVANCE WRITTEN NOTICE IF THIS RESTRICTION IS SUBSEQUENTLY
LIFTED. WE RESERVE THE RIGHT TO RESTRICT AVAILABILITY OF THE REGISTERED FIXED
ACCOUNT OPTION AFTER ISSUE. Effective January 1, 2014, this Contract is no
longer available to new Plans in New York State.

The group annuity Contracts may be issued to Contract Owners on an unallocated
or allocated basis. Under an unallocated Contract, Cash Value records are kept
for a plan or group as a whole. Under an allocated Contract, Cash Value records
are kept for You as an individual.


This prospectus explains:

   o   the Registered Fixed Account Option

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

   o   the interest rates

   o   transfers to and from the Registered Fixed Account Option

   o   surrenders

   o   Market Value Adjustment

   o   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, 1095 Avenue of the Americas, New York, NY 10036,
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, AS SUPPLEMENTED APRIL 28, 2014





                              TABLE OF CONTENTS






                                                              PAGE
                                                             -----
                                                          
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...............    7
  Section 403(b) Plan Terminations..........................    7
  Other Plan Terminations...................................    7
The Registered Fixed Account Option.........................    7
  The Accumulation Period...................................    8
  Purchase Payments.........................................    8
  Purchase Payments -- Section 403(b) Plans.................    8
  Declared Interest Rates of the Initial and Subsequent
    Renewal Periods.........................................    8
  Cash Values...............................................    9
Surrenders..................................................    9
  General...................................................    9
  Payment of Full or Partial Surrenders.....................    9
  Contract Termination......................................   10
  Market Value Adjustment...................................   10
  Loans.....................................................   13
  Annuity Period............................................   13





                                                             PAGE
                                                             -----
                                                          
  Restrictions on Financial Transactions....................   13
  Misstatement..............................................   13
Transfers...................................................   13
  Transfers from the Registered Fixed Account Option........   14
  Transfers to the Registered Fixed Account Option..........   14
  MetLife Retirement Account Contracts......................   14
  Gold Track, Gold Track Select, Unallocated Group
    Variable Annuity and MetLife Retirement Perspectives
    Contracts...............................................   15
Investments by the Company..................................   15
Distribution of the Contracts...............................   15
Federal Tax Considerations..................................   17
  Taxation of the Company...................................   17
  Information Regarding the Contracts.......................   17
Abandoned Property Requirements.............................   17
Information Incorporated by Reference.......................   17
Experts.....................................................   18
  Independent Registered Public Accounting Firm.............   18
Appendix A: What You Need To Know If You Are A Texas
  Optional Retirement Program Participant...................  A-1




                                       2




                                 SPECIAL TERMS
--------------------------------------------------------------------------------
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(S) -- Gold Track variable annuity, Gold Track Select variable
annuity, MetLife Retirement Account variable annuity, MetLife Retirement
Perspectives variable annuity, Unregistered Gold Track variable annuity, Gold
Track VSP variable annuity -and MetLife Retirement Perspectives VSP,
Unallocated Group Variable Annuity. -


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
which may be the Participant if so authorized). For certain group Contracts,
the Contract Owner is the trustee or other entity which owns the Contract. -
Any reference in this prospectus to the Contract includes the underlying
certificate. - Certificates are issued to Participants under group allocated
Contracts.


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.


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.


                                       3




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 -- In this prospectus, depending on the context, "You" is the owner
of the Contract or the Participant or Annuitant for whom money is invested
under certain group arrangements. - In cases where We are referring to giving
instructions or making payments to Us for qualified Contracts or Contracts used
in connection with non-qualified deferred compensation plans or qualified
excess benefit arrangements, "You" means the trustee or employer. - Under
certain group arrangements where the Participant or Annuitant is permitted to
choose among Separate Account Options, "You" means the Participant or Annuitant
who is giving Us instructions about the Separate Account Options. - In
connection with a Plan who has received such Contract or cash distribution..



                                       4




                                    SUMMARY
--------------------------------------------------------------------------------
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:

   o   qualified pension and profit-sharing Plans

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

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

   o   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 which is
guaranteed 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 initial Guarantee Period, a renewal interest rate will be
determined by the Company. We guarantee that the renewal interest rate will
never be less than 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".)

In the future, the Company may decide to 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 such 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 surrender 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 Registered Fixed Account Option".)



                                       5




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

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

MetLife Insurance Company of Connecticut ("MetLife of Connecticut") is a stock
insurance company chartered in 1863 in Connecticut and continuously engaged in
the insurance business since that time. It is licensed to conduct life
insurance business in all states of the United States except New York, 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. 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.

In 2013, MetLife, Inc. announced its plans to merge MetLife of Connecticut,
MetLife Investors Insurance Company ("MetLife Investors"), MetLife Investors
USA Insurance Company ("MetLife Investors USA"), and Exeter Reassurance
Company, Ltd. ("Exeter Reassurance"), to create one larger U.S.-based and
U.S.-regulated life insurance company. MetLife Investors and MetLife Investors
USA, like MetLife of Connecticut, are U.S. insurance companies that issue
variable insurance products in addition to other products. Exeter Reassurance
is a direct subsidiary of MetLife, Inc. that mainly reinsures guarantees
associated with variable annuity products issued by U.S. insurance companies
that are direct or indirect subsidiaries of MetLife, Inc. MetLife of
Connecticut, which is expected to be renamed and domiciled in Delaware, will be
the surviving entity. These mergers are expected to occur towards the end of
2014, subject to regulatory approvals.

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.

WHERE PERMITTED BY STATE LAW, WE RESERVE THE RIGHT UNDER METLIFE RETIREMENT
ACCOUNT CONTRACTS (WITH 30 DAYS ADVANCE WRITTEN NOTICE) AND GOLD TRACK SELECT
CONTRACTS TO RESTRICT PURCHASE PAYMENTS INTO THE REGISTERED FIXED ACCOUNT
OPTION OR TO MAKE TRANSFERS FROM THE SEPARATE ACCOUNT OPTIONS INTO THE
REGISTERED FIXED ACCOUNT OPTION WHENEVER THE CREDITED INTEREST RATE IS EQUAL TO
THE MINIMUM GUARANTEED INTEREST RATE SPECIFIED IN YOUR CONTRACT. YOU SHOULD
CONSIDER HOW SIGNIFICANT THE ABILITY TO MAKE ALLOCATIONS OR TRANSFERS TO THE
REGISTERED FIXED ACCOUNT OPTION IS FOR YOUR LONG TERM INVESTMENT PLANS, BECAUSE
THE REGISTERED FIXED ACCOUNT OPTION MAY NOT BE AVAILABLE AT ALL TIMES.



                                       6




                 THE ANNUITY CONTRACT AND YOUR RETIREMENT PLAN
--------------------------------------------------------------------------------
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
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.") 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 Section 403(b) ERISA plan.


OTHER PLAN TERMINATIONS

Upon termination of a retirement plan that is not a Section 403(b) plan, Your
employer is generally required to distribute Your Plan benefits under the
Contract to You.

This distribution is 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.") Surrender charges will be waived if the net distribution is
made under the exceptions listed in the "Surrenders" section of the prospectus.
However, 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 affiliated 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.




                      THE REGISTERED FIXED ACCOUNT OPTION
--------------------------------------------------------------------------------

The Registered Fixed Account Option is available only in conjunction with the
purchase of a variable annuity Contract 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



                                       7





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 (WITH 30 DAYS
ADVANCE WRITTEN NOTICE) AND GOLD TRACK SELECT CONTRACTS OR TO MAKE TRANSFERS
FROM THE SEPARATE ACCOUNT OPTIONS INTO THE REGISTERED FIXED ACCOUNT OPTION
WHENEVER THE CREDITED INTEREST RATE IS EQUAL TO THE MINIMUM GUARANTEED INTEREST
RATE SPECIFIED UNDER YOUR CONTRACT. We will provide advance written notice if
this restriction is subsequently lifted. - We reserve the right to restrict the
availability of the Registered Fixed Account Option after issue.



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


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

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

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

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

   o   MetLife Retirement Account Contracts

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


                                       8





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 subsequent renewal rates will be declared
each subsequent January 1 thereafter and will be guaranteed through December 31
of that year.

In the future, the Company may decide to 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 such quarter and all subsequent calendar quarters, 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.


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
--------------------------------------------------------------------------------
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 surrender 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 surrender charges, as
applicable. PLEASE CONSULT THE ACCOMPANYING VARIABLE ANNUITY CONTRACT
PROSPECTUS FOR ANY APPLICABLE SURRENDER CHARGES.



                                       9




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 Cash
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 Participants. If You are a Participant, contact Your Plan
trustee or Your employer regarding how the Market Value Adjustment will affect
You if the Contract is terminated.

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 discussed in paragraphs 2 and 3 under "Contract Termination", 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 and prior to January 1, 2014, 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 AND CONNECTICUT:


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.


                                       10




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.

FOR CONTRACTS ISSUED IN CONNECTICUT AS OF THE CLOSE OF THE NEW YORK STOCK
EXCHANGE ON OCTOBER 4, 2013 AND THEREAFTER:

If, as of the date of discontinuance, the Market Adjusted Value is less than
the Cash Value of the Registered Fixed Account Option and R1 is greater than
R0, We will pay the Contract Owner, in a lump sum, the Market Adjusted Value of
the Registered Fixed Account Option less amounts deducted upon surrender within
60 days of the date of discontinuance.

If, as of the date of discontinuance, the Market Adjusted Value is less than
the Cash Value of the Registered Fixed Account Option and R1 is less than or
equal to R0, We will pay the Contract Owner 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 not
less than the minimum rate permitted under Connecticut 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 date 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
or equal to the Cash Value of the Registered Fixed Account Option, We will pay
the Contract Owner 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 not less than the minimum rate
permitted under Connecticut 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 date 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 Registered
Fixed Account Option 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 Registered Fixed Account Option, 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 Registered
Fixed Account Option as of the date of discontinuance, We will pay the Cash
Surrender Value of the Registered Fixed Account Option 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.



                                       11




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 Registered Fixed Account Option 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 Registered Fixed Account Option as of the date of
        discontinuance, We will pay You the Cash Surrender Value of the
        Registered Fixed Account Option within 60 days of the date of
        discontinuance.



   b)  INSTALLMENT PAYMENT OPTION. We will pay You 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 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 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
       permitted during the 5-year installment period.


FOR CONTRACTS ISSUED IN NEW YORK ON OR AFTER APRIL 30, 2007 AND PRIOR TO
   JANUARY 1, 2014:


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
       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 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 AND PRIOR TO JANUARY 1, 2014:

The Participants will choose one of the two payment methods (Lump Sum Payment
Option or Installment Payment Option) described above.

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 Registered Fixed
Account Option. Additionally on or after the 10th Certificate Year, the Market
Value will equal the Cash Value.

For all non-ERISA 403(b) -Plans, the Contract Owner must provide notice to, and
receive consent from, Participants under the Contract for this distribution. If
consent is not obtained and if the Contract has been issued to a non-ERISA
403(b) Plan, We will not accept any additional Purchase Payments under the
Contract or issue new Certificates, but Certificates under the Contract will
continue.



                                       12





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 AND PRIOR TO JANUARY 1, 2014:

We will pay the Cash Value of the Registered Fixed Account Option 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 Registered Fixed Account Option
if the Contract is discontinued.


LOANS

SECTION 403 (B) COLLATERIZED LOANS

If Your employer's Plan and TSA Contract permits loans, such loans will be made
only from any Registered Fixed Account Option value and only up to certain
limits. In that case, We credit Your Registered Fixed Account Option value up
to the amount of the outstanding loan balance with a rate of interest that is
less than the interest rate We charge for the loan.

The Code and applicable income tax regulations limit the amount that may be
borrowed from Your Contract and all of Your employer Plans in the aggregate and
also require that loans be repaid, at a minimum, in scheduled level payments
over a proscribed term.

Your employer's Plan and Contract will indicate whether loans are permitted. -
The terms of the loan are governed by the Contract and loan agreement. -
Failure to satisfy loan limits under the Code or to make any scheduled payments
according to the terms of Your loan agreement and federal tax law could have
adverse tax consequences. Consult Your tax adviser and read Your loan
agreement and Contract prior to taking any loan.



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 and the
Gold Track Select Contract into the Registered Fixed Account Option whenever
the credited interest rate on the Registered Fixed Account Option is equal to
the minimum Guaranteed Interest Rate specified under Your Contract.



                                       13





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


TRANSFERS FROM THE REGISTERED FIXED ACCOUNT OPTION



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. If transfers
are limited in any calendar year to 20% of the Contract/Certificate Cash Value,
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 REGISTERED FIXED ACCOUNT OPTION



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:


   o   Purchase Payments allocated 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 the Purchase
       Payment.


   o   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.


                                       14




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
--------------------------------------------------------------------------------
We must invest Our assets according to applicable state law 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
--------------------------------------------------------------------------------

MetLife Investors Distribution Company ("MLIDC") is the principal underwriter
and distributor of the securities offered through this prospectus. MLIDC, which
is Our affiliate, also acts as the principal underwriter and distributor of
some of the other variable annuity contracts and variable life insurance
policies We and Our affiliated companies issue. We reimburse MLIDC for expense
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 1095 Avenue of the Americas,
New York, NY 10036. 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 at 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.

The Contracts are sold through Our licensed sales representatives who are
associated with Our affiliated broker dealers MetLife Securities, lnc. ("MSI")
and New England Securities Corporation ("NES"), which are paid compensation for
the promotion and sale of the Contracts. MSI and NES are registered with the
SEC as broker-dealers under the Securities Exchange Act of 1934 and are also
members of FlNRA. The Contracts may also be sold through other registered
broker-dealers. The Contracts may also be sold through the mail, the Internet
or by telephone.

There is no front-end sales load deducted from purchase payments to pay sales
commissions. Our sales representatives must meet a minimum level of sales
production, in order to maintain their agent status with Us. Sales
representatives can meet the minimum level of sales production through sales of
proprietary and/or non-proprietary products. (Proprietary products are those
issued by Us or Our affiliates.) However, sales representatives can meet a
lower alternative minimum level of sales production if the sales representative
focuses on sales of proprietary products. Therefore, a sales representative may
have an incentive to favor the sale of proprietary products. Moreover, because
the managers who supervise the representatives receive a higher level of
compensation based on sales of proprietary products, these sales managers have
an incentive to promote the sale of proprietary products.

Our sales representatives receive payments for the products they sell and
service based upon a `gross dealer concession' model. With respect to the
Contracts, the maximum gross dealer concession is 5% of each Purchase Payment
each year the Contract is in force and, starting in the second Contract Year,
is a maximum of 1% of the



                                       15





contract value each year that the Contract is in force for servicing the
Contract. Gross dealer concession may also be credited when the Contract is
annuitized. The amount of gross dealer concession credited upon annuitization
depends on several factors, including the number of years the Contract has been
in force.

A sales representative is entitled to part or all of the gross dealer
concession. The percentage to which the representative is entitled is
determined by a sliding-scale formula that takes into account the total amount
of proprietary and non-proprietary products sold and serviced by the
representative.

Our sales representatives and their managers may be eligible for additional
cash compensation, such as bonuses and expense allowances that may be tied to
sales of specific products), equity awards (such as stock options), training
allowances, supplemental compensation, product level add-ons controlled at the
local and company levels, financing arrangements, special loan repayment
options, marketing support, medical and other insurance benefits, and
retirement benefits and other benefits. Since some of this is additional
compensation, in particular, life insurance, disability and retirement benefits
is based primarily on the amount of proprietary products sold, Our sales
representatives and their managers have an incentive to favor the sale of
proprietary products. Sales representatives who meet certain productivity,
persistency, and length of service standards and/or their managers may be
eligible for additional cash compensation. Moreover, managers may be eligible
for additional cash compensation based on the sales production of the sales
representatives that the manager supervises. The business unit responsible for
the operation of Our distribution system is also eligible to receive an amount
of compensation.

Our sales representatives and their managers may be eligible for 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 services and other support services.

MLIDC also pays compensation for the sale of Contracts by unaffiliated
broker-dealers. The compensation paid to unaffiliated broker-dealers for sales
of the Contracts is generally not expected to exceed, on a present value basis,
the aggregate amount of total compensation that is paid with respect to sales
made through Our representatives. (The total compensation includes payments
that We make to Our business unit that is responsible for the operation of the
distribution systems through which the Contracts are sold.) Broker-dealers pay
their sales representatives all or a portion of the commissions received for
their sales of the Contracts. Some firms may retain a portion of commissions.
The amount that the broker-dealer passes on to its sales representatives is
determined in accordance with its internal compensation programs. Those
programs may also include other types of cash and non-cash compensation and
other benefits. Sales representatives of these selling firms may also receive
non-cash compensation pursuant to their firm's guidelines, directly from Us or
the distributor. We and Our affiliates may also provide sales support in the
form of training, sponsoring conferences, defraying expenses at vendor
meetings, providing promotional literature and similar services. An
unaffiliated broker-dealer or sales representative of an unaffiliated
broker-dealer 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. Ask Your sales
representative further information about what Your sales representative and the
broker-dealer for which he or she works may receive in connection with Your
purchase of a Contract.

From time to time, We pay organizations, associations and non-profit
organizations fees to sponsor Our variable annuity contracts. We may also
obtain access to an organization's members to market Our variable annuity
contracts. These organizations are compensated for their sponsorship of Our
variable annuity contracts in various ways. Primarily, they receive a flat fee
from Us. We also compensate these organizations by funding of their programs,
scholarships, events or awards, such as a principal of the year award. We 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, We hire 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. We also may retain finders
and consultants to introduce Us to potential clients and for establishing and
maintaining relationships between Us and various organizations. The finders and
consultants are primarily paid flat fees and may be reimbursed for their
expenses. We or Our affiliates may also pay duly licensed individuals
associated with these organizations cash compensation for the sales of the
Contracts.



                                       16




                          FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------
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.


Any Code reference to "spouse" includes those persons who are married spouses
under state law.



                        ABANDONED PROPERTY REQUIREMENTS

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

Every state has unclaimed property laws which generally declare non-ERISA (the
Employee Retirement Income Security Act of 1974) -annuity contracts to be
abandoned (1) after a period of inactivity of three to five years from the
contract's maturity date or the date the death benefit is due and payable if
annuity payments have not commenced or (2) after a period of two or three years
from the date the payment is due and payable, or if death benefits are
unclaimed after a period of inactivity of three to five years from the date the
death benefit is due and payable, if annuity payments have commenced. - For
example, if the payment of a death benefit has been triggered, but, if after a
thorough search, We are still unable to locate the Beneficiary of the death
benefit, or the Beneficiary does not come forward to claim the death benefit in
a timely manner, the death benefit will be paid to the abandoned property
division or unclaimed property office of the state in which the Beneficiary or
You last resided, as shown on Our books and records, or to Our state of
domicile. - (Escheatment is the formal, legal name of this process.) - However,
the state is obligated to pay the death benefit (without interest) if Your
Beneficiary steps forward to claim it with the proper documentation. - To
prevent Your Contract's proceeds from being paid to the state abandoned or
unclaimed property office, it is important that You update Your Beneficiary
designations, including addresses, if and as they change. - Please call
1-800-842-9406.




                     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.


                                       17




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
--------------------------------------------------------------------------------
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.


                                       18




                                  APPENDIX A
--------------------------------------------------------------------------------
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




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

Book 29 April 30, 2012, as supplemented April 28, 2014