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June 2, 2016
BY ELECTRONIC MAIL AND EDGAR CORRESPONDENCE
Sonny Oh
Senior Counsel
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
RE: METLIFE INSURANCE COMPANY USA
METLIFE INVESTORS USA SEPARATE ACCOUNT A
PRIME OPTIONS
INITIAL REGISTRATION STATEMENT FILED ON FORM N-4
FILE NOS. 811-03365 AND 333-209411
Dear Mr. Oh:
On behalf of MetLife Insurance Company USA ("MetLife USA" or the "Company") and
its separate account, MetLife Investors USA Separate Account A, we are
responding to the follow-up comments you provided to us orally on June 1, 2016
with regard to the initial registration statement on Form N-4 for the MetLife
Prime Options contract (File Nos. 811-03365 and 333-209411) that was filed with
the Securities and Exchange Commission (the "Commission") on February 5, 2016.
COMMENT 1. Supplementally verify whether splitting a withdrawal into two
amounts to minimize the impact of an Excess Withdrawal on the Benefit Base
would also apply to the LWG rider.
RESPONSE: In the case of the LWG rider, splitting a withdrawal into two
separate amounts (i.e., taking the first withdrawal in an amount not
exceeding the Annual Benefit Payment, and then a second withdrawal for
the desired amount in excess of the Annual Benefit Payment) would not
enable a contractowner to mitigate the potential adverse effect of an
Excess Withdrawal. This is because whenever an Excess Withdrawal occurs
during a contract year, the Total Guaranteed Withdrawal Amount and the
Remaining Guaranteed Withdrawal Amount will be compared against the
Account Value and reduced to the same level as the Account Value, if the
Account Value is lower. Both non-Excess Withdrawals and Excess
Withdrawals will reduce the Account Value; splitting a withdrawal into
two amounts will not reduce the impact of withdrawals on the
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HONG KONG . HOUSTON . KAZAKHSTAN . LONDON . LOS ANGELES . MUNICH . NEW YORK .
PARIS . PHILADELPHIA . PITTSBURGH . PRINCETON .RICHMOND . SAN FRANCISCO .
SHANGHAI . SILICON VALLEY . SINGAPORE . TYSONS . WASHINGTON, D.C. . WILMINGTON
Sonny Oh [LOGO OF REEDSMITH]
June 2, 2016
Page 2
Account Value. Unlike the Guaranteed Lifetime Withdrawal Benefit rider,
the LWG rider does not provide for proportional reductions to the
guaranteed benefit base amount in the case of an Excess Withdrawal, which
may be minimized by having a smaller amount characterized as the actual
Excess Withdrawal.
COMMENT 2. Confirm whether the Annual Step-Up Death Benefit may be elected with
the GLWB Death Benefit as stated in your response to Comment 14.
RESPONSE: We confirm that the prospectus correctly states that either the
GLWB Death Benefit or the Annual Step-Up Death Benefit may be elected
with the GLWB rider, notwithstanding the inconsistency in our response to
Comment 14.
We hope that you will find these responses satisfactory. If you have questions
or comments about this matter, please contact the undersigned at 202.414.9208,
or Peggy Heminger at 412.288.7204.
Sincerely,
/s/ W. Thomas Conner
-----------------------------------
W. Thomas Conner
WC:gp
cc: Peggy Heminger