[LOGO OF K&L GATES] 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
February 4, 2015
EDGAR FILING
United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: MetLife Insurance Company USA
Form S-3 Registration Statement
File No. 333-____________
Dear Sir or Madam:
On behalf of MetLife Insurance Company USA ("MetLife"), transmitted herewith for
filing, 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 Fixed Annuity, which has a market
value adjustment feature. The Registration Statement has been filed to register
additional securities in the same class as already in effect for Fixed Annuity
pursuant to a registration statement filed on Form S-3 (SEC File No.
333-178885).
The existing disclosure has been updated as necessary and has otherwise not
materially changed. The Registration Statement includes a delaying amendment in
accordance with Rule 473 under the 1933 Act. MetLife requests that the
Securities and Exchange Commission declare the Registration Statement effective
May 1, 2015 or as soon thereafter as practicable. MetLife intends to file a
pre-effective amendment in early April to (i) provide the requisite financial
statements and consents and (ii) address any comments raised by the Commission
staff.
This transmission contains conformed signature pages, the manually signed
originals of which are maintained at MetLife's offices. Please contact Andras P.
Teleki at (202) 778-9477 or the undersigned at (202) 778-9886 with any questions
comments.
Sincerely,
/s/ Diane E. Ambler
---------------------------------
Diane E. Ambler
Enclosure
cc Sonny Oh, SEC