METROPOLITAN SERIES FUND INC, 497, 2000-05-03

METROPOLITAN SERIES FUND INC
497, 2000-05-03

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<PAGE>

[METLIFE LOGO]

[STATE STREET RESEARCH LOGO]

[HARRIS ASSOCIATES LOGO]

[JANUS LOGO]

[L.P.LOOMIS SAYLES & COMPANY, L.P. LOGO]

[NEUBERGER BERMAN LOGO]

[FPO PUTNAM INVESTMENTS]

[SCUDDER LOGO]

[T. ROWE PRICE LOGO]

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options currently offered by the Metropolitan Series Fund (the
"Fund") are:

<TABLE>
<S> <C>
State Street Loomis Sayles High
Research Yield Bond Portfolio
Aggressive Growth
Portfolio Neuberger Berman
Partners Mid Cap Value
State Street Portfolio
Research
Diversified Scudder Global Equity
Portfolio Portfolio

State Street T. Rowe Price Large Cap
Research Growth Portfolio
Growth Portfolio
T. Rowe Price Small Cap
State Street Growth Portfolio
Research
Income Portfolio Lehman Brothers(R)
Aggregate Bond Index
State Street Portfolio
Research
Money Market MetLife Stock Index
Portfolio Portfolio

State Street MetLife Mid Cap Stock
Research Index Portfolio
Aurora Small Cap
Value Morgan Stanley EAFE(R)
Portfolio Index Portfolio

Putnam International Russell 2000(R) Index
Stock Portfolio Portfolio
(formerly
Santander
International
Stock Portfolio)

Putnam Large Cap
Growth Portfolio

Harris Oakmark
Large Cap Value
Portfolio

Janus Mid Cap
Portfolio
</TABLE>

As with all mutual fund shares, neither the Securities and Exchange Commission
nor any state securities authority have approved or disapproved these
securities, nor have they determined if this Prospectus is accurate or
complete. Any representation otherwise is a criminal offense.
<PAGE>

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................................... 2
Performance and Volatility........................................ 12
About the Investment Managers..................................... 20
Portfolio Turnover Rates.......................................... 26
Dividends, Distributions and Taxes................................ 26
General Information About the Fund and its Purpose................ 27
Sale and Redemption of Shares..................................... 28
Financial Highlights.............................................. 29
Appendix A--Portfolio Manager Prior Performance................... 36
Appendix B--Certain Investment Practices.......................... 39
Appendix C--Description of Some Investments,
Techniques, and Risks............................................ 43
</TABLE>

Risk/Return Summary

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to particular Portfolios.]

About all the Portfolios

Each Portfolio of the Fund has its own investment objective. Since investment
in any Portfolio involves both opportunities for gain and risks of loss, we
cannot give you assurance that the Portfolios will achieve their objectives.
You should carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to particular Portfolios. The loss of money is a risk of
investing in the Fund.

While certain of the investment techniques, instruments and risks associated
with each Portfolio are referred to in the discussion that follows, additional
information on these subjects appears in Appendix B and C to this Prospectus.
However, those discussions do not list every type of investment, technique, or
risk to which a Portfolio may be exposed. Further, the Portfolios may change
their investment practices at any time without notice, except for those
policies that this Prospectus or the Statement of Additional Information
("SAI") specifically identify as requiring a shareholder vote to change. Unless
otherwise indicated, all percentage limitations, as well as characterization of
a company's capitalization, are evaluated as of the date of purchase of the
security.

[SIDEBAR: State Street Research Aggressive Growth Portfolio]

About the State Street Research Aggressive Growth Portfolio:

Investment objective: maximum capital appreciation.

Principal investment strategies: The Portfolio generally invests most of its
assets in the common stocks of, and other securities convertible into or
carrying the right to acquire common stocks of companies whose earnings appear
to be growing at a faster rate than the earnings of an average company. The
Portfolio's investments can range across the full spectrum from small to large
capitalization issuers. At different times, the Portfolio may emphasize a
particular size or type of company. Currently, the Portfolio focuses on medium
size companies.

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Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
less mature companies, smaller companies and companies with "special
situations';" and "Growth investing." Volatility may be indicative of risk.
Please refer to the discussion under "Performance and Volatility."

[SIDEBAR: State Street Research Growth Portfolio]

About the State Street Research Growth Portfolio:

Investment objective: long-term growth of capital and income and moderate
current income.

Principal investment strategies: The Portfolio generally invests the greatest
portion of its assets in equity securities of larger, established companies and
equity securities that are selling below what the portfolio manager believes to
be their intrinsic values. Other principal strategies include investing in
cyclical securities and smaller emerging growth companies with potential for
above average earnings growth.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" "Investing in less mature companies, smaller companies and
companies with "special situations';" "Growth investing;" and "Value
investing." Volatility may be indicative of risk. Please refer to the
discussion under "Performance and Volatility."

[SIDEBAR: State Street Research Money Market Portfolio]

About the State Street Research Money Market Portfolio:

Investment objective: the highest possible current income consistent with
preservation of capital and maintenance of liquidity.

Principal investment strategies: The Portfolio primarily invests in short term
money market instruments with minimal credit risks including: corporate debt
securities, United States government securities, government agency securities,
bank certificates of deposit, bankers' acceptances, variable amount master
demand notes and repurchase and reverse repurchase agreements. The Portfolio
invests only in securities that have a remaining maturity of less than 13
months, and the dollar weighted average maturity of the Portfolio's securities
will not be more than 90 days.

Principal risks: Although the portfolio manager will manage the Portfolio so
that significant variations in net asset value are rather unlikely, it is
possible to lose money by investing in the Portfolio. The major risk involved
with investing in the Portfolio is that the overall yield of the Portfolio
could decrease and lower the return on your investment. Situations that can
lower the yield include those that cause short-term interest rates to decline.
An investment in the Portfolio is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: State Street Research Income Portfolio]

About the State Street Research Income Portfolio:

Investment objective: a combination of: (a) the highest possible total return,
by combining current income with capital gains, consistent with prudent
investment risk, and (b) secondarily, the preservation of capital.

Principal investment strategies: The Portfolio invests at least 65% of its net
assets in non-convertible debt securities in the three highest rating

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categories as determined by a nationally recognized statistical rating
organization ("NRSRO"), or of comparable quality ("top three ratings"). The
Portfolio may invest in debt securities with varying maturities. The Portfolio
may also invest in (a) debt securities that are not within the top three
rating categories, (b) convertible securities and preferred stocks of
companies that have senior securities rated within the top three credit rating
categories, and (c) up to 10% of total assets in common stocks acquired by
conversion of convertible securities or exercise of warrants attached to debt
securities.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Investing in fixed income
securities;" "Prepayment risk;" and "Zero coupon risks." Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: State Street Research Aurora Small Cap Value Portfolio]

About the State Street Research Aurora Small Cap Value Portfolio:

Investment objective: high total return, consisting principally of capital
appreciation.

Principal investment strategies: Under normal market conditions, the portfolio
invests at least 65% of its total assets in small company value stocks. The
Portfolio generally expects that most of these stocks, when it first buys
them, will not be larger than the stocks of the largest companies in the
Russell 2000 Value Index. As of December 31, 1999, this included companies
with capitalizations of approximately $660 million. The Portfolio may continue
to hold or buy stock in a company that has outgrown this range if the company
appears to remain an attractive investment. In choosing among small company
stocks, the Portfolio takes a value approach, searching for those companies
that appear to be trading below their true worth. The Portfolio uses research
to identify potential investments, examining such features as a firm's
financial condition, business prospects, competitive position and business
strategy. The Portfolio looks for companies that appear likely to come back
into favor with investors, for reasons that may range from good prospective
earnings or strong management teams to new products or services.

The Portfolio may adjust the composition of its holdings as market conditions
and economic outlooks change and reserves the right to invest up to 35% of
total assets in other securities. They would generally consist of other types
of equity securities, such as larger company stocks or growth stocks.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
less mature companies, smaller companies and companies with "special
situations';" and "Value investing." Volatility may be indicative of risk.

4
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[SIDEBAR: State Street Research Diversified Portfolio]

About the State Street Research Diversified Portfolio:

Investment objective: high total return while attempting to limit investment
risk and preserve capital.

Principal investment strategies: The Portfolio invests portions of its assets
in equity securities of the type that can be purchased by the State Street
Research Growth Portfolio, debt securities of the type that can be purchased by
the State Street Research Income Portfolio and short-term money market
instruments of the type that can be purchased by the State Street Research
Money Market Portfolio. The portion of the Portfolio's assets invested in each
category will usually be similar in composition to that of the Portfolio to
which that portion correlates. However, no absolute limits apply to the portion
of assets invested in each category of the composition of each category. The
amount of assets invested in each type of security will depend upon economic
conditions, the general level of common stock prices, interest rates and other
relevant considerations, including the risks of each type of security.

[SIDEBAR: Putnam International Stock Portfolio]

About the Putnam International Stock Portfolio:
(formerly, the Santander International Stock Portfolio).

Investment objective: long-term growth of capital.

Principal investment strategies: The Portfolio normally invests mostly in the
common stocks of companies outside the United States. The portfolio manager
selects countries and industries it believes are attractive. The portfolio
manager then seeks stocks offering opportunity for gain. These may include both
growth and value stocks. The Portfolio invests mainly in mid-sized and large
companies, although the Portfolio can invest in companies of any size. The
Portfolio will usually be invested in issuers located in at least three
countries, not including the U.S. Under normal conditions, the Portfolio will
not invest more than 15% of its net assets in the equity securities of
companies domiciled in "emerging countries," as defined by Morgan Stanley
Capital International.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" Equity investing;" "Investing in
larger companies;" "Investing in securities of foreign issuers;" "Value
investing;" and "Growth investing." Volatility may be indicative of risk.
Please refer to the discussion under "Performance and Volatility."

[SIDEBAR: Putnam Large Cap Growth Portfolio]

About the Putnam Large Cap Growth Portfolio:

Investment objective: capital appreciation.

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<PAGE>

grow faster than the economy as a whole. The Portfolio invests in a relatively
small number of companies that the managers believe will benefit from long-term
trends in the economy, business conditions, consumer behavior or public
perceptions of the economic environment. The Portfolio invests mainly in large
companies.

Principal risks: Since the Portfolio invests in fewer issuers than a fund that
invests more broadly, there is vulnerability to factors affecting a single
investment that can result in greater Portfolio losses and volatility. The
Portfolio's other principal risks are described after the following captions
under "Principal Risks of Investing in the Fund:" "Equity investing;"
"Investing in larger companies;" "Investing in securities of foreign issuers;"
and "Growth investing." Volatility may be indicative of risk.

[SIDEBAR: Harris Oakmark Large Cap Value Portfolio]

About the Harris Oakmark Large Cap Value Portfolio:

Investment objective: long-term capital appreciation.

Principal investment strategies: The Portfolio normally invests at least 65% of
its total assets in equity securities of large capitalization U.S. companies.
The portfolio managers define large-cap ("large-cap") companies as those whose
market capitalization falls within the range of companies included in the S&P
500 Index at the time of the purchase. As of December 31, 1999, this included
companies with capitalizations of approximately $750 million and above. The
portfolio managers' chief consideration in selecting equity securities for the
Portfolio is their judgment as to the size of the discount at which the
security trades, relative to its economic value. The portfolio managers'
investment philosophy is predicated on the belief that, over time, market price
and value converge and that the investment in securities priced significantly
below long-term value present the best opportunity to achieve long-term capital
appreciation. The portfolio managers use several methods to analyze value, but
considers the primary determinant to be the enterprise's long-run ability to
generate cash for its owners. The portfolio managers also believe the risks of
equity investing are often reduced if management's interests are strongly
aligned with the interests of its stockholders.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" "Investing in less mature companies, smaller companies and
companies with "special situations';" and "Value investing." Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: Janus Mid Cap Portfolio]

About the Janus Mid Cap Portfolio:

Investment objective: long-term growth of capital.

Principal investment strategies: The Portfolio normally invests at least 65% of
its total assets in common stocks of medium capitalization companies selected
for their growth potential. The portfolio manager defines medium capitalization
("mid-cap") companies as those whose market capitalization falls within the
range of companies included in the S&P MidCap 400 Index at the time of the
purchase. As of December 31, 1999, this included companies with capitalizations
between approximately $170 million and $37 billion. The Portfolio is non-
diversified, so that it can own larger positions in a smaller number of
issuers. This means the appreciation or depreciation of a single investment can
have a greater impact on the Portfolio's share price.

6
<PAGE>

The portfolio manager generally takes a "bottom up" approach to building the
Portfolio by identifying companies with earnings growth potential that may not
be recognized by the market at large, without regard to any industry sector or
other similar selection procedure.

Principal risks: The Portfolio is nondiversified which means it may hold larger
positions in a smaller number of securities than would a diversified portfolio.
Thus, a single security's increase or decrease in value may have a greater
impact on the value of the Portfolio and its total return. The Portfolio's
other principal risks are described after the following captions, under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
less mature companies, smaller companies and companies with "special
situations';" "Investing in larger companies;" "Investing in securities of
foreign issuers;" "Investing in medium sized companies;" and "Growth
investing." Volatility may be indicative of risk. Please refer to the
discussion under "Performance and Volatility."

[SIDEBAR: Loomis Sayles High Yield Bond Portfolio]

About the Loomis Sayles High Yield Bond Portfolio:

Investment objective: high total investment return through a combination of
current income and capital appreciation.

Principal investment strategies: The Portfolio normally invests at least 65% of
its assets in below investment grade fixed income securities (commonly referred
to as "junk bonds"). The Portfolio expects to invest a substantial amount of
its assets in securities of foreign (non-U.S. domiciled) companies.

Principal risks: The risks are described after the following captions under
"Principal Risks of Investing in the Fund:" "Investing in fixed income
securities;" "Prepayment risk;" "Investing in securities of foreign issuers;"
and "Zero coupon risks." Also, the Portfolio has higher risk than many other
debt-type investments, because it normally invests 65% or more of its assets in
lower rated bonds (commonly known as "junk bonds"), and the bonds in this
Portfolio have higher default rates than do high quality bonds. Volatility may
be indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: Neuberger Berman Partners Mid Cap Value Portfolio]

About the Neuberger Berman Partners Mid Cap Value Portfolio:

Investment objective: capital growth.

Principal investment strategies: The Portfolio normally invests at least 65% of
its total assets in common stocks of mid capitalization companies. The
portfolio managers define mid-cap companies as those whose market
capitalization falls within the range of companies included in the S&P MidCap
400 Index at the time of purchase. As of December 31, 1999, this included
companies with capitalizations between approximately $165 million and $37.094
billion. The Portfolio uses a value-oriented investment approach designed to
increase capital with reasonable risk by purchasing securities believed to be
undervalued based on strong fundamentals, including: a low price-to-earnings
ratio; consistent cash flows; the company's track record through all economic
cycles; ownership interests by a company's management; and the dominance of a
company in particular field.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
medium sized companies;" and "Value investing." Volatility may be indicative of
risk. Please refer to the discussion under "Performance and Volatility."

7
<PAGE>

[SIDEBAR: Scudder Global Equity Portfolio]

About the Scudder Global Equity Portfolio:

Investment objective: long-term growth of capital.

Principal investment strategies: The Portfolio generally invests most of its
assets in equity securities (primarily common stock) of established companies
listed on U.S. or foreign securities exchanges or traded over-the-counter.
Normally investments will be spread broadly around the world and will include
companies of varying sizes. The Portfolio invests in companies that are
expected to benefit from global economic trends, promising technologies or
products and specific country opportunities resulting from changing
geopolitical, currency or economic relationships. The Portfolio will usually be
invested in securities of issuers located in at least three countries, one of
which may be the U.S., although all of its assets may be invested in non-U.S.
issues.

Principal Risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Value
investing; "Growth investing;" "Investing in larger companies;" and "Investing
in securities of foreign issuers." Volatility may be indicative of risk. Please
refer to the discussion under "Performance and Volatility."

[SIDEBAR: T. Rowe Price Large Cap Growth Portfolio]

About the T. Rowe Price Large Cap Growth Portfolio:

Investment objective: long-term growth of capital and, secondarily, dividend
income.

Principal investment strategies: The Portfolio normally invests at least 65% of
its total assets in a diversified group of large capitalization growth
companies. The portfolio managers define large capitalization ("large-cap")
companies as those whose market capitalization falls within the range of the
largest 300 companies included in the Russell 3000 Index at the time of the
purchase. As of December 31, 1999, this included companies with capitalizations
of approximately $7.7 billion and above. The Portfolio mostly seeks investment
in companies that have the ability to pay increasing dividends through strong
cash flow. The portfolio managers generally look for companies with above-
average rate of earnings growth and a lucrative niche in the economy that gives
them the ability to sustain earnings momentum even during times of slow
economic growth.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" "Investing in securities of foreign issuers;" and "Growth
investing." The risks of equity investing may be moderated by the fact that the
Portfolio emphasizes dividend paying securities. On the other hand, that may
expose the Portfolio more directly to interest rate risk. Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: T. Rowe Price Small Cap Growth Portfolio]

About the T. Rowe Price Small Cap Growth Portfolio:

Investment objective: long-term capital growth.

Principal investment strategies: The Portfolio normally invests at least 65% of
its total assets in a diversified group of small capitalization companies. The

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portfolio manager defines small capitalization ("small cap") companies as those
whose market capitalization is within the range of or smaller than the bottom
100 companies in the S&P 500 Index at the time of the purchase. As of December
31, 1999, this included companies with capitalizations of approximately $3.3
billion and below. The Portfolio will be very broadly diversified which should
minimize the effects of individual security selection on Portfolio performance.
The Portfolio expects to invest primarily in common stocks and convertible
securities of companies in the development stage of their corporate life cycle
with potential to achieve long-term earnings growth faster than the overall
market.

Principal risks: The risks described after the following captions "Principal
Risks of Investing in the Fund:" "Equity investing;" "Investing in less mature
companies, smaller companies and companies with "special situations';" and
"Growth investing." Volatility may be indicative of risk. Please refer to the
discussion under "Performance and Volatility."

About all the Index Portfolios

[SIDEBAR: The Index Portfolios]

Principal investment strategies applicable to all the Index Portfolios: Each
Index Portfolio has as an investment objective to equal the performance of a
particular index. Certain strategies common to all of the Index Portfolios are
discussed in the next paragraph below. Thereafter, the unique aspects of the
objective and principal strategies of each Index Portfolio are discussed.

In addition to securities of the type contained in its index, each Portfolio
also expects to invest, as a principal investment strategy, in securities index
futures contracts and/or related options to simulate full investment in the
index while retaining liquidity, to facilitate trading, to reduce transaction
costs or to seek higher return when these derivatives are priced more
attractively than the underlying security. Also, since the Portfolios attempt
to keep transaction costs low, the portfolio manager generally will rebalance a
Portfolio only if it deviates from the applicable index by a certain percent,
depending on the company, industry, and country, as applicable. MetLife
monitors the tracking performance of the Portfolio through examination of the
"correlation coefficient." A perfect correlation would produce a coefficient of
1.00. The Portfolio will attempt to maintain a target correlation coefficient
of at least .95.

[SIDEBAR: Lehman Brothers Aggregate Bond Index Portfolio]

Lehman Brothers Aggregate Bond Index Portfolio:

Investment objective: to equal the performance of the Lehman Brothers Aggregate
Bond Index.

Principal investment strategies: In addition to the strategies outlined above
under "Principal investment strategies applicable to all the Index Portfolios,"
the Portfolio will normally invest most of its assets in fixed income
securities included in the Lehman Brothers Aggregate Bond Index. This index is
comprised of the Lehman Brothers Government/Corporate Index, the Lehman
Brothers Mortgage-Backed Securities Index, the Lehman Brothers Asset-Backed
Securities Index and, effective July 1, 1999, the Lehman Brothers Commercial
Mortgage-Backed Securities Index. The Portfolio may continue to hold debt
securities that no longer are included in the Index, if, together with any
money market instruments or cash, such holdings are no more than 20% of the
Portfolio's net assets. The types of fixed income securities included in the
Index are debt obligations issued or guaranteed by the United States Government
or its agencies or instrumentalities, debt obligations issued or guaranteed by
U.S. corporations, debt obligations issued or guaranteed by foreign companies,
sovereign

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governments, municipalities, governmental agencies or international agencies,
and mortgage-backed securities. The Portfolio will invest in a sampling of the
bonds included in the Lehman Brothers Aggregate Bond Index. The bonds purchased
for the Portfolio are chosen to, as a group, reflect the composite performance
of the Index. As the Portfolio's total assets grow, a larger percentage of
bonds included in the Index will be included in the Portfolio.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Investing in fixed income
securities;" "Prepayment risk;" "Zero coupon risks;" and "Index investing."
Volatility may be indicative of risk. Please refer to the discussion under
"Performance and Volatility."

[SIDEBAR: MetLife Stock Index Portfolio]

MetLife Stock Index Portfolio:

Investment objective: to equal the performance of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index").

Principal investment strategies: In addition to the strategies outlined above
under "Principal investment strategies applicable to all the Index Portfolios,"
the Portfolio will normally invest most of its assets in common stocks included
in the S&P 500 Index. The S&P 500 Index consists of 500 common stocks, most of
which are listed on the New York Stock Exchange. The Portfolio will be managed
by purchasing the common stock of all the companies in the S&P 500 Index. The
stocks included in the S&P 500 Index are issued by companies among those whose
outstanding stock have the largest aggregate market value, although stocks that
are not among the 500 largest are included in the S&P 500 Index for
diversification purposes.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" and "Index investing." Volatility may be indicative of risk.
Please refer to the discussion under "Performance and Volatility."

[SIDEBAR: Morgan Stanley EAFE Index Portfolio]

Morgan Stanley EAFE Index Portfolio:

Investment objective: to equal the performance of the MSCI EAFE Index.

Principal investment strategies: In addition to the strategies outlined above
under "Principal investment strategies applicable to all the Index Portfolios,"
the Portfolio will normally invest most of its assets in equity securities
included in the MSCI EAFE Index. The MSCI EAFE Index (also known as the Morgan
Stanley Capital International Europe Australasia Far East Index) is an index
containing approximately 1,100 equity securities of companies of varying
capitalizations in countries outside the United States. As of December 31, 1999
countries included in the MSCI EAFE Index were Australia, Austria, Belgium,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, The
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland and the United Kingdom. The Portfolio will invest in a
statistically selected sample of the 1,100 stocks included in the MSCI EAFE
Index. The stocks purchased for the Portfolio are chosen to, as a group,
reflect the composite performance of the MSCI EAFE Index. As the Portfolio's
total assets grow, a larger percentage of stocks included in the MSCI EAFE
Index will be included in the Portfolio.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in

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securities of foreign issuers;" and "Index investing." Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: Russell 2000 Index Portfolio]

Russell 2000 Index Portfolio:

Investment objective: to equal the return of the Russell 2000 Index.

Principal investment strategies: In addition to the strategies outlined above
under "Principal Investment Strategies for the Index Portfolios," the Portfolio
will normally invest most of its assets in common stocks included in the
Russell 2000 Index. The Russell 2000 Index is composed of approximately 2,000
small capitalization companies. As of December 31, 1999, the average stock
market capitalization of companies in the Russell 2000 Index was $460 million,
and the weighted average stock market capitalization was $1,360 million. The
Portfolio will invest in a statistically selected sample of the 2000 stocks
included in the Russell 2000 Index. The stocks purchased for the Portfolio are
chosen to, as a group, reflect the composite performance of the Russell 2000
Index. As the Portfolio's total assets grow, a larger percentage of stocks
included in the Russell 2000 Index will be included in the Portfolio.

Principal risks: The risks described after the following the captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
less mature companies, smaller companies and companies with "special
situations';" and "Index investing." Volatility may be indicative of risk.
Please refer to the discussion under "Performance and Volatility."

[SIDEBAR: MetLife Mid Cap Stock Index Portfolio]

About the MetLife Mid Cap Stock Index Portfolio:

Investment objective: to equal the performance of the Standard & Poor's MidCap
400 Composite Stock Index ("S&P MidCap 400 Index").

Principal investment strategies: In addition to the strategies outlined above
under "Principal investment strategies applicable to all the Index Portfolios,"
the Portfolio will normally invest most of its assets in common stocks included
in the S&P 400 MidCap Index. The S&P MidCap 400 Index consists of the common
stock of approximately 400 mid capitalization companies. As of December 31,
1999, the average stock market capitalization of companies in the S&P MidCap
400 Index was $2.304 billion, and the weighted average stock market
capitalization was $5.531 billion. The Portfolio will be managed by purchasing
the common stock of all the companies in the S&P MidCap 400 Index.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund;" "Equity Investing;" "Index
Investing;" "Investing in less mature companies, smaller companies, and
companies with "special situations';" "Investing in larger companies;" and
"Investing in medium sized companies." Volatility may be indicative of risk.

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Performance and Volatility

The following tables and charts are provided to illustrate the variability of
the investment returns that each Portfolio shown below has earned in the past.
. Average annual total return measures a Portfolio's performance over time, and
compares those returns to a representative index. Periods of 1, 5, and 10
years (or since inception as applicable) are presented.
. The graphs of year-by-year returns examine volatility by illustrating a
Portfolio's historic highs and lows, as well as the consistency of returns.
. In general, as reflected in this section, Portfolios with higher average
annual total returns tend to be more volatile.
. Return calculations do not reflect insurance product fees or other charges,
and if included these charges would reduce each Portfolio's past performance.
Also, past performance does not necessarily indicate how a particular
Portfolio will perform in the future.

State Street Research Aggresive Growth

Investments Results [GRAPH]
Average Annual Total Returns
90 -10.34%
91 66.41%
As of December 31, 1999 92 10.39%
1 year 5 Years 10 Years 93 22.63%
94 -1.88%
State Street Research 95 29.50%
Aggressive Growth 33.24% 17.65% 16.14% 96 7.72%
97 6.67%
S&P 500 21.04% 28.54% 18.19% 98 13.69%
99 33.24%

During the 10-year period shown in the bar chart, the highest return for a
quarter was 33.8% (quarter ended December 31, 1999) and the lowest return for a
quarter was -22.3% (quarter ended September 30, 1990).

State Street Research Money Market

Investment Results [GRAPH]
Average Annual Total Returns
90 8.23%
As of December 31, 1999 91 6.10%
1 Year 5 Years 10 Years 92 3.73%
93 2.9%
State Street 94 3.85%
Research Money 95 5.59%
Market 4.89% 5.18% 5.06% 96 5.01%
97 5.21%
IBC's All 98 5.19%
Taxable 30 Day 4.64% 5.04% 4.86% 99 4.89%

The seven day yield for this portfolio is 5.71%
(simple yield) and 5.87% (effective yield) for
the seven days ended December 31, 1999.

During the 10-year period shown in the bar chart, the highest return for the
quarter was 2.4% (quarter ended June 30, 1989) and the lowest return for a
quarter was 0.70% (quarter ended September 30, 1993).

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<PAGE>

State Street Research Diversified

Investment Results [GRAPH]
Average Annual Total Returns
90 0.00
As of December 31, 1999 91 24.84
1 Year 5 Years 10 Years 92 9.48
93 12.75
State Street Research 94 -3.06
Diversified 8.71% 17.94% 13.05% 95 27.03
96 14.52
S&P 500 21.04% 28.54% 18.19% 97 20.58
98 19.64
Lehman Brothers 99 8.71
Aggregate -0.82% 7.73% 7.70%

During the 10-year period shown in the bar chart, the highest return for a
quarter was 11.7% (quarter ended June 30, 1998) and the lowest return for a
quarter was -8.8% (quarter ended September 30, 1990).

State Street Research Income
Investment Results [GRAPH]
Average Annual Total Returns
90 10.03
As of December 31, 1999 91 17.31
1 Year 5 Years 10 Years 92 6.91
93 11.36
State Street 94 -3.15
Research Income -2.28% 7.78% 9.69% 95 19.55
96 3.60
Lehman Brothers 97 9.83
Aggregate -0.82% 7.73% 7.70% 98 9.40
99 -2.28

During the 10-year period shown in the bar chart, the highest return for a
quarter was 6.9% (quarter ended September 30, 1991) and the lowest return for a
quarter was -2.5% (quarter ended March 31, 1994).

State Street Research Growth

Investment Results [GRAPH]
Average Annual Total Returns
90 -8.50
As of December 31, 1999 91 33.09
1 Year 5 Years 10 Years 92 11.56
93 14.40
State Street 94 -3.25
Research Growth 18.47% 25.96% 16.90% 95 33.14
96 22.18
Lehman Brothers 97 28.36
Aggregate 21.04% 28.54% 18.19% 98 28.18
99 18.47

During the 10-year period shown in the bar chart, the highest return for a
quarter was 38.6% (quarter ended December 31, 1998) and the lowest return for a
quarter was -22.6% (quarter ended September 30, 1998).

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<PAGE>

State Street Research Aurora Small Cap Value

Since the Portfolio will commence operations effective on or about July
5, 2000,
no volatility or performance information is available.

Putnam International Stock(1)

Investment Results [GRAPH]
Average Annual Total Returns
92 -10.21
As of December 31, 1999 93 47.76
1 Year 5 Years 10 Years 94 5.08
95 0.84
Santander 96 -1.77
International Stock 16.44% 6.66% 7.80% 97 -2.34
98 22.56
MSCI EAFE 26.96% 12.83% 10.07% 99 16.44

During the 10-year period shown in the bar chart, the highest return for a
quarter was 19.4% (quarter ended March 31, 1993) and the lowest return for a
quarter was -12.8% (quarter ended September 30, 1998).

- --------
1. Putnam became the sub-investment manager of the Putnam International Stock
Portfolio on January 24, 2000. Performance for all prior periods reflects
results under other sub-investment managers.

Putnam Large Cap Growth

Since the Portfolio will commence operations effective on or about May 1, 2000,
no volatility or performance information is available.

Harris Oakmark Large Cap Value

Investment Results [GRAPH]
Average Annual Total Returns
98* -2.70
As of December 31, 1999 99 -6.89
1 Year Inception
*For the period November 9, 1998
Harris Oakmark to December 31, 1998.
Large Cap Value -6.89% -8.27%
S&P 500 21.04% 27.54%

During the period shown in the bar chart the highest return for a quarter was
12.9% (quarter ended June 30, 1999), and the lowest return for a quarter was
- -13.4% (quarter ended September 30, 1999).

Janus Mid Cap

Investment Results [GRAPH]
Average Annual Total Returns
97* 28.22
As of December 31, 1999 98 37.19
1 Year Inception 99 122.92

Janus Mid Cap 122.92% 61.99% *For the period March 3, 1997
to December 31, 1997.
S&P 400 MidCap 14.72% 21.99%

During the period shown in the bar chart the highest return for a quarter was
59.4% (quarter ended December 31, 1999), and the lowest return for a quarter was
- -14.5% (quarter ended September 30, 1998).

14
<PAGE>

Loomis Sayles High Yield Bond

Investment Results [GRAPH]
Average Annual Total Returns
97* 6.18
As of December 31, 1999 98 -7.51
1 Year Inception 99 17.82

Loomis Sayles * For the period March 3, 1997
High Yield Bond 17.82% 5.29% to December 31, 1997.

Merrill Lynch
High Yield 1.57% 5.40%

During the period shown in the bar chart, the highest return for a quarter was
7.5% (quarter ended September 30, 1997) and the lowest return for a quarter was
- -15.8% (quarter ended September 30, 1998).

Neuberger Berman Partners Mid Cap Value Fund

Investment Results [GRAPH]
Average Annual Total Returns
98* 7.44
As of December 31, 1999 99 17.63
1 Year Inception
*For the period November 9,
Neuberger Berman Partners 1998 to December 31, 1998.
Mid Cap Value Fund 17.63% 22.69%
S&P 400 MidCap Value 2.32% 4.96%

During the period shown in the bar chart, the highest return for a quarter was
16.3% (quarter ended June 30, 1999) and the lowest return for a quarter was
- -12.6% (quarter ended September 30, 1999).

Scudder Global Equity

Investment Results [GRAPH]
Average Annual Total Returns
97* 9.62
As of December 31, 1999 98 15.96
1 Year Inception 99 25.17
Scudder Global *For the period March 3, 1997
Equity 25.17% 17.82% to December 31, 1997.
MSCI World 27.31% 21.18%

During the period shown in the bar chart, the highest return for a quarter was
16.0% (quarter ended December 31, 1999) and the lowest return for a quarter was
- -11.2% (quarter ended September 30, 1998).

15
<PAGE>

T. Rowe Price Large Cap Growth

Investment Results [GRAPH]
Average Annual Total Returns
98* 10.28
As of December 31, 1999 99 22.23
1 Year Inception
*For the period November 9,
T. Rowe Price 1998 to December 31, 1998.
Large Cap Growth 22.23% 29.79%

80% of S&P 500+
20% of MSCI EAFE 22.22% 28.58%

During the 10-year period shown in the bar chart, the highest return for a
quarter was 19.3% (quarter ended December 31, 1999) and the lowest return for a
quarter was -5.8% (quarter ended September 30, 1999).

T. Rowe Price Small Cap Growth

Investment Results [GRAPH]
Average Annual Total Returns
97* 18.81
As of December 31, 1999 98 3.45
1 Year Inception 99 27.99

T. Rowe Price *For the period March 3, 1997
Small Cap Growth 27.99% 17.34% to December 31, 1997.

Russell 2000 Growth 43.09% 20.59%

During the 10-year period shown in the bar chart, the highest return for a
quarter was 26.5% (quarter ended December 31, 1999) and the lowest return for a
quarter was -21.8% (quarter ended September 30, 1998).

Lehman Brothers(R) Aggregate Bond Index

Investment Results [GRAPH]
Average Annual Total Returns
98* 1.38
As of December 31, 1999 99 -1.37
1 Year Inception
*For the period November 9,
Lehman Brothers(R) 1998 to December 31, 1998.
Aggregate Bond Index -1.37% -0.01%

Lehman Brothers Aggregate -0.82% -2.23%

During the 10-year period shown in the bar chart, the highest return for a
quarter was 0.7% (quarter ended September 30, 1999) and the lowest return for a
quarter was -1.2% (quarter ended June 30, 1999).

16
<PAGE>

MetLife Stock Index

Investment Results [GRAPH]
Average Annual Total Returns
91 29.76
As of December 31, 1999 92 7.44
1 Year 5 Years Inception 93 9.54
94 1.18
MetLife 95 36.87
Stock Index 20.79% 28.01% 19.07% 96 22.66
97 32.19
S&P 500 21.04% 28.54% 19.57% 98 28.23
99 20.79

During the period shown in the bar chart, the highest return for a quarter was
21.3% (quarter ended December 31, 1998) and the lowest return for a quarter was
- -13.6% (quarter ended September 30, 1990).

MetLife Mid Cap Stock Index

Since the Portfolio will commence operations effective on or about July 5,
2000,
no volatility or performance information is available.

Morgan Stanley EAFE(R) Index

Investment Results [GRAPH]
Average Annual Total Returns
98* 8.11
As of December 31, 1999 99 24.90
1 Year Inception
*For the period November 9,
Morgan Stanley 1998 to December 31, 1998.
EAFE(R) Index 24.90% 29.99%

MSCI EAFE 26.96% 32.74%

During the period shown in the bar chart, the highest return for a quarter was
15.2% (quarter ended December 31, 1999) and the lowest return for a quarter was
1.3% (quarter ended March 31, 1999).

Russell 2000(R) Index

Investment Results [GRAPH]
Average Annual Total Returns
98* 5.48
As of December 31, 1999 99 22.73
1 Year Inception
*For the period November 9,
Russell 2000(R) 22.73% 25.29% 1998 to December 31, 1998.

Russell 21.26% 24.72%

During the period shown in the bar chart, the highest return for a quarter was
18.7% (quarter ended December 31, 1999) and the lowest return for a quarter was
- -6.2% (quarter ended September 30, 1999).

17
<PAGE>

Principal Risks of Investing in the Fund

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

The following briefly describes the principal risks that are associated with
one or more of the Fund's Portfolios.

Equity investing: Portfolios that invest in equities could lose money due to
sudden unpredictable drops in value and the potential for periods of lackluster
performance. Such adverse developments could result from general market or
economic conditions and/or developments at a particular company that the
portfolio managers do not foresee or circumstances that they do not evaluate
correctly. Historically, investments in equities have been more volatile than
many other investments.

This is a principal risk for the following Portfolios:
State Street Research Aggressive Growth, T. Rowe Price Small Cap Growth, Harris
Oakmark Large Cap Value, State Street Research Growth, State Street Research
Diversified, State Street Research Aurora Small Cap Value, Putnam International
Stock, Putnam Large Cap Growth, Janus Mid Cap, Neuberger Berman Partners Mid
Cap Value, Scudder Global Equity, T. Rowe Price Large Cap Growth, MetLife Stock
Index, Morgan Stanley EAFE Index, MetLife Mid Cap Stock Index and Russell 2000
Index.

Investing in less mature companies, smaller companies and companies with
"special situations": These investments can be particularly sensitive to market
movements, because they may be thinly traded and their market prices tend to
reflect future expectations. Also, these companies often have limited product
lines, markets or financial resources and their management personnel may lack
depth and experience. (For an explanation of "special situations" see
"investment styles" in Appendix C.)

This is a principal risk for the following Portfolios:
State Street Research Aggressive Growth, State Street Research Aurora Small Cap
Value, T. Rowe Price Small Cap Growth, Harris Oakmark Large Cap Value, State
Street Research Growth, State Street Research Diversified, Janus Mid Cap,
MetLife Mid Cap Stock Index and Russell 2000 Index.

Investing in larger companies: Larger more established companies may be unable
to respond quickly to new competitive challenges such as changes in technology
and consumer tastes. Many larger companies also may not be able to attain the
high growth rates of successful smaller companies, especially during extended
periods of economic expansion.

This is a principal risk for the following Portfolios:
State Street Research Diversified, Harris Oakmark Large Cap Value, State Street
Research Growth, Putnam International Stock, Putnam Large Cap Growth, Scudder
Global Equity, T. Rowe Price Large Cap Growth, Janus Mid Cap, MetLife Mid Cap
Stock Index and MetLife Stock Index.

Investing in fixed income securities: These types of investments are subject to
loss in value if the market interest rates subsequently rise after purchase of
the obligation. This risk is greater for investments with longer remaining
durations. Another risk is that the issuer's perceived creditworthiness can
drop and cause the fixed income investment to lose value or the issuer could
default on interest or principal payments causing a loss in value. Lower rated
instruments, especially so called "junk bonds," involve greater risks due to

18
<PAGE>

the financial health of the issuer and the economy generally and their market
prices can be more volatile.

This is a principal risk for the following Portfolios:
State Street Research Income, State Street Research Diversified, Lehman
Brothers Aggregate Bond Index and Loomis Sayles High Yield Bond.

Prepayment risk: Prepayment risk is the risk that an issuer of a debt security
owned by a Portfolio repays the debt before it is due. This is most likely to
occur when interest rates have declined and the issuer can therefore refinance
the debt at a lower interest rate. A Portfolio that owns debt obligations that
are prepaid would generally have to reinvest the amount prepaid in lower
yielding instruments. Also, debt obligations that can be prepaid tend to
increase less in value when interest rates decline, and decrease more when
interest rates rise, than otherwise similar obligations that are not
prepayable.

This is a principal risk for the following Portfolios:
State Street Research Income, State Street Research Diversified, Lehman
Brothers Aggregate Bond Index and Loomis Sayles High Yield Bond.

Zero coupon risks: "Zero coupon" securities are debt obligations that provide
for payment of interest at the maturity date, rather than over the life of the
instrument. The values of zero coupon securities tend to respond more to
changes in interest rates than do otherwise comparable debt obligations that
provide for periodic payment of interest.

This is a principal risk for the following Portfolios:
State Street Research Income, State Street Research Diversified, Lehman
Brothers Aggregate Bond Index and Loomis Sayles High Yield Bond.

Investing in securities of foreign issuers: Investments in securities that are
traded outside the U.S. have additional risks beyond those of investing in U.S.
securities. Foreign securities are frequently more volatile and less liquid
than their U.S. counterparts for reasons that may include unstable political
and economic climates, lack of standardized accounting practices, limited
information available to investors and smaller markets that are more sensitive
to trading activity. Also, changes in currency exchange rates have the
potential of reducing gains or creating losses. There also can be risks of
expropriation, currency controls, foreign taxation or withholding, and less
secure procedures for transacting business in securities. The risks of
investing in foreign securities are usually higher in emerging markets such as
most countries in Southeast Asia, Eastern Europe, Latin America and Africa.

This is a principal risk for the following Portfolios:
Putnam International Stock, Scudder Global Equity, Morgan Stanley EAFE Index,
Janus Mid Cap, Loomis Sayles High Yield Bond, and T. Rowe Price Large Cap
Growth.

Value investing: This investment approach has additional risk associated with
it because the portfolio manager's judgement that a particular security is
undervalued in relation to the company's fundamental economic values may prove
incorrect.

This is a principal risk for the following Portfolios:
Harris Oakmark Large Cap Value, State Street Research Growth, State

19
<PAGE>

Street Research Aurora Small Cap Value, State Street Research Diversified,
Neuberger Berman Partners Mid Cap Value, Putnam International Stock and Scudder
Global Equity.

Growth investing: This investment approach has additional risk associated with
it due to the volatility of growth stocks. Growth companies usually invest a
high portion of earnings in their businesses, and may lack the dividends of
value stocks that can cushion prices in a falling market. Also, earnings
disappointments often lead to sharply falling prices because investors buy
growth stocks in anticipation of superior earnings growth.

This is a principal risk for the following Portfolios:
State Street Research Growth, State Street Research Aggressive Growth, State
Street Research Diversified, T. Rowe Price Small Cap Growth, Putnam
International Stock, Putnam Large Cap Growth, Janus Mid Cap, Scudder Global
Equity and T. Rowe Price Large Cap Growth.

Index investing: Unlike actively managed portfolios, portfolios that attempt to
match the return of an index generally will not use any defensive strategies.
You, therefore, will bear the risk of adverse market conditions with respect to
the market segment that the index seeks to match. In addition, transaction
costs, other Portfolio or Fund expenses, brief delays that occur until a
Portfolio can invest cash it receives and other tracking errors may result in a
Portfolio's return being lower than the return of the applicable index.

This is a principal risk for the following Portfolios:
MetLife Stock Index, Morgan Stanley EAFE Index, Russell 2000 Index, MetLife Mid
Cap Stock Index and Lehman Brothers Aggregate Bond Index.

Investing in medium sized companies: These companies present additional risks
because their earnings are less predictable, their share prices more volatile,
and their securities less liquid than larger, more established companies.

This is a principal risk for the following Portfolios:
Janus Mid Cap, MetLife Mid Cap Stock Index and Neuberger Berman Partners Mid
Cap Value.

Defensive Strategies

Except with respect to the index Portfolios, portfolio managers generally may
use defensive strategies. These include holding greater cash positions, short-
term money market instruments or similar investments that are not within the
Portfolio's usual investment strategy, but do not violate any prohibition to
which the Portfolio is subject. Portfolio managers may use defensive strategies
when they believe that market conditions are not favorable for profitable
investing or when the portfolio manager is otherwise unable to locate favorable
investment opportunities. Adopting a defensive position, however, can mean that
a Portfolio would be unable to meet its investment objective.

About The Investment Managers

[SIDEBAR: About MetLife]

20
<PAGE>

manages its own investment assets and those of certain affiliated companies and
other entities. MetLife is a life insurance company which sells insurance
policies and annuity contracts. As of December 31, 1999 MetLife had $420
billion in assets under management. MetLife is the parent of Metropolitan Tower
Life Insurance Company ("Metropolitan Tower").

[SIDEBAR: Portfolio management of the State Street Research Portfolios]

State Street Research & Management Company ("State Street Research") is the
sub-investment manager for the State Street Research Portfolios. It is a
Delaware corporation and traces its history back to 1924. It is a wholly-owned
indirect subsidiary of MetLife. In addition to the Fund, it provides investment
management services to several mutual funds and institutional clients. As of
December 31, 1999, State Street Research had investment arrangements in effect
for about $54 billion in assets.

The following gives you information on the portfolio managers for certain of
the State Street Research Portfolios:

State Street Research Aggressive Growth Portfolio:

Catherine Dudley has been responsible for the Portfolio's day-to-day management
since October 1999. A senior vice president, she joined State Street Research
in 1998. During the past five years she has also served as a senior portfolio
manager at Chancellor Capital Management and as a portfolio manager at Phoenix
Investment Counsel.

State Street Research Diversified Portfolio:

The portfolio manager for the income portion is the same as the portfolio
manager of the State Street Research Income Portfolio and the portfolio manager
for the growth portion is the same as the portfolio manager of the State Street
Research Growth Portfolio. Assets are allocated among the portions of the
Portfolio based on the input of State Street Research's Asset Allocation
Committee.

State Street Research Growth Portfolio:

John T. Wilson has had primary responsibility for the Portfolio's day-to-day
management since 1996. A senior vice president, he joined State Street Research
in 1996. During the past five years he has also served as a vice president of
Phoenix Investment Counsel.

State Street Research Income Portfolio:

John H. Kallis has been responsible for the Portfolio's day-to-day management
since January 2000. A senior vice president, he joined State Street Research in
1987 and has worked as an investment professional since 1963.

State Street Research Aurora Small Cap Value Portfolio:

Rudolph K. Kluiber has been responsible for the Portfolio's day-to-day
management since its inception. A senior vice president, he joined State Street
Research in 1989 and has worked as an investment professional since 1988.

[SIDEBAR: Portfolio management of the Putnam Portfolios]

21
<PAGE>

worldwide. All of the outstanding voting and nonvoting securities of Putnam
are held of record by Putnam Investments, Inc., which is, in turn, except for a
minority interest owned by employees, owned by Marsh & McLennan Companies,
Inc., an NYSE listed public company whose business is insurance brokerage,
investment management and consulting.

The following gives you information on the portfolio managers for the Putnam
Portfolios:.

Putnam International Stock Portfolio:

The Portfolio is managed by Putnam's Core International team, with Omid
Kamshad, Managing Director, as the lead manager. Mr. Kamshad has been employed
by Putnam since 1996. Prior to 1996, Mr. Kamshad was employed at Lombard Odier
International Portfolio Management Limited. Prior to April, 1995 he was
employed at Baring Asset Management Company. He also has portfolio management
responsibilities on the Putnam teams that manage European Core, Global Core,
and Core International Small Cap institutional portfolios.

Until January 24, 2000, Santander Global Advisors, Inc. ("Santander") was the
sub-investment manager for the Portfolio (then known as the Santander
International Stock Portfolio). On January 11, 2000, the Board of Directors of
the Fund voted to terminate the sub-investment management agreement with
Santander relating to the Portfolio effective January 24, 2000. The Board also
voted to retain Putnam as the new sub-investment manager effective the same
date. The shareholders of the Portfolio approved Putnam as the new sub-
investment manager at a special meeting of shareholders on March 31, 2000.

Putnam Large Cap Growth Portfolio:

The Portfolio is managed by Putnam's Large Cap Growth team, with Jeffrey R.
Lindsey, Senior Vice President, as the lead manager. Mr. Lindsey has been
employed by Putnam since 1994. He is responsible for Core Growth Equity and
Concentrated Growth Equity institutional portfolios, is lead manager of Putnam
Growth Opportunities Fund and co-manager of Voyager II and New Opportunities
Fund.

[SIDEBAR: Portfolio management of the Harris Oakmark Large Cap Value Portfolio]

Harris Associates L.P. ("Harris") is the sub-investment manager of the Harris
Oakmark Large Cap Value Portfolio. Together with its predecessors it has
provided investment management services to mutual funds since 1991. It is a
wholly-owned subsidiary of Nvest Companies, L.P. whose general partner, Nvest
Corporation, is an indirect wholly-owed subsidiary of MetLife. In addition to
the Fund, it provides investment management services to several mutual funds as
well as individuals, trusts, endowments, institutional clients and private
partnerships. As of December 31, 1999, Harris had investment arrangements in
effect for about $12.5 billion in assets.

Bill Nygren and Kevin Grant are co-portfolio managers for the Portfolio and
have been responsible for its day to day management since March 21, 2000. Mr.
Grant is the portfolio manager for another mutual fund managed by Harris. Mr.
Grant joined Harris in 1988, and has been a partner, portfolio manager and
investment analyst. Mr. Nygren is the portfolio manager for other mutual funds
managed by Harris. He joined Harris in 1983, and has been a partner and
portfolio manager. From 1990 to 1998 Mr. Nygren was the Director of Research of
Harris.

22
<PAGE>

[SIDEBAR: Portfolio management of the Janus Mid Cap Portfolio]

Janus Capital Corporation ("Janus") is the sub-investment manager for the Janus
Mid Cap Portfolio. It is a Colorado corporation that began providing investment
management services at its inception in 1970. In addition to the Fund, it
provides investment management services to several mutual funds and several
individual and institutional clients. As of December 31, 1999, Janus managed
approximately $248 billion in assets.

James P. Goff, Vice President since December 1993 and Portfolio Manager, joined
Janus in 1988. He is the portfolio manager for the Portfolio and has been
primarily responsible for its day-to-day management since its inception in
March, 1997. He is also a portfolio manager for other investment portfolios.
Over the past five years, he has also been Portfolio Manager at Janus.

[SIDEBAR: Portfolio management of the Loomis Sayles High Yield Bond Portfolio]

Loomis, Sayles & Company, L.P. ("Loomis Sayles") is the sub-investment manager
for the Loomis Sayles High Yield Bond Portfolio. It is a Delaware limited
partnership with a history that dates back to 1926. Its general partner is an
indirect wholly-owned subsidiary of Nvest Companies, L.P. whose general
partner, Nvest Corporation, is an indirect wholly-owned subsidiary of MetLife.
In addition to the Portfolio, it provides investment management services to
numerous mutual funds and institutional clients. As of December 31, 1999,
Loomis Sayles had investment arrangements in effect for about $67.9 billion in
assets.

Daniel J. Fuss, Executive Vice President, Director and Managing Partner, and
Kathleen C. Gaffney, Vice-President, have held their current positions over the
past five years and have been with Loomis Sayles since 1976 and 1984,
respectively. Mr. Fuss and Ms. Gaffney, co-portfolio managers for the
Portfolio, have been primarily responsible for its day-to-day management since
its inception in March, 1997.

[SIDEBAR: Portfolio management of the Neuberger Berman Partners Mid Cap Value
Portfolio]

Neuberger Berman Management Inc. ("Neuberger Berman"), is the sub-investment
manager for the Neuberger Berman Partners Mid Cap Value Portfolio. Neuberger
Berman and its predecessor firms and affiliates have been managing money since
1939 and have specialized in the management of mutual funds since 1950. In
addition to the Portfolio, Neuberger Berman and its affiliates provide
investment management services to mutual funds and securities accounts with
assets as of December 31, 1999 of about $51 billion.

Robert I. Gendelman and S. Basu Mullick have been co-managers of the Portfolio
since its inception. Mr. Gendelman has been a Vice President of Neuberger
Berman since October 1994. Mr. Mullick has been a Vice President of Neuberger
Berman since October 1998. Over the past five years, Mr. Mullick was also a
portfolio manager at Ark Asset Management. Mr. Gendelman and Mr. Mullick are
also co-managers of the Neuberger Berman Partners Fund and Neuberger Berman AMT
Partners Portfolio.

[SIDEBAR: Portfolio management of the Scudder Global Equity Portfolio]

Scudder Kemper Investments, Inc. ("Scudder") is the sub-investment manager for
the Scudder Global Equity Portfolio. Zurich Financial Services Group owns a 70%
interest in Scudder. Zurich Financial Services Group is indirectly owned by
Zurich Allied AG, a publicly held Swiss financial service holding company, and
Allied Zurich p.l.c., a publicly held U.K. financial service holding company.
In addition to the Portfolio, it provides investment management services to
several mutual funds and several individual and
institutional clients. As of December 31, 1999, Scudder had investment
management arrangements in excess of $295 billion in asset globally.

23
<PAGE>

William E. Holtzer, Managing Director, Diego Espinosa, Senior Vice President
and Nicholas Bratt, Director of the Global Equity Group have been with Scudder
since 1980, 1996 and 1976, respectively. Messrs. Holzer, Espinosa and Bratt are
co-portfolio managers for the Portfolio. Messrs. Holzer and Espinosa have been
primarily responsible for its day-to-day management. Mr. Holzer is a portfolio
manager for other investment portfolios, is a member of Scudder's Currency
Committee and has responsibilities for global equity investment strategies.
Over the past five years, Mr. Espinosa was responsible for Latin American
research and was portfolio manager of The Argentina Fund, Inc. at Scudder and
held positions at Morgan Stanley & Co., Boston Consulting Group and CitiBank.
Mr. Bratt is responsible for Scudder's Equity Activities and is president of
Scudder's open and closed end equity funds that invest overseas.

[SIDEBAR: Portfolio management of the T. Rowe Price Portfolios]

T. Rowe Price Associates, Inc. ("T. Rowe Price") is the sub-investment manager
of the T. Rowe Price Portfolios. A Maryland corporation, it dates back to 1937.
In addition to the Fund, it provides investment management services to over
eight million retail and institutional accounts. As of December 31, 1999, T.
Rowe Price and its affiliates had investment management arrangements in effect
for about $179.7 billion in assets. The following gives you information on the
portfolio managers for the T. Rowe Price Portfolios:

T. Rowe Price Large Cap Growth Portfolio:

The Portfolio is managed by an Investment Advisory Committee. Robert W. Smith,
Committee Chairman, has been responsible for the day-to-day management of the
Portfolio since its inception in November, 1998 and works with the Committee in
developing and executing the Portfolio's investment program. Mr. Smith joined
T. Rowe Price and began managing assets there in 1992. Mr. Smith and the
Investment Advisory Committee manage other mutual funds, including the T. Rowe
Price Growth Stock Fund.

T. Rowe Price Small Cap Growth Portfolio:

The Portfolio is managed by an Investment Advisory Committee. Richard T.
Whitney, Committee Chairman, has been responsible for day-to-day management of
the Portfolio since its inception in March, 1997 and works with the Committee
in developing and executing the Portfolio's investment program. Mr. Whitney
joined T. Rowe Price in 1985 and has been managing assets there since 1986. Mr.
Whitney and the Investment Advisory Committee manage other mutual funds
including the T. Rowe Price Diversified Small Cap Growth Fund.

[SIDEBAR: Investment Management Fees]

The Fund pays MetLife monthly for its investment management services. MetLife
pays each sub-investment manager for their investment management services.
There is no separate charge to the Fund for the sub-investment management
services.

24
<PAGE>

For the Portfolios indicated below, the following table shows the investment
management and sub-investment management fees for the year ending December 31,
1999 as an annual percentage of the average daily net assets of each Portfolio.

<TABLE>
<CAPTION>
% of Average
Daily Net Assets
% of Average Paid by
Daily Net Assets Investment
Paid to Manager to
Investment Sub-Investment
Portfolio Manager Manager
- -----------------------------------------------------------------------------------
<S> <C> <C>
State Street Research Money
Market .25% .25%
- -----------------------------------------------------------------------------------
MetLife Stock Index .25% N/A
- -----------------------------------------------------------------------------------
State Street Research Growth .47% .32%
- -----------------------------------------------------------------------------------
State Street Research Income .32% .24%
- -----------------------------------------------------------------------------------
State Street Research
Diversified .43% .28%
- -----------------------------------------------------------------------------------
State Street Research
Aggressive Growth .70% .51%
- -----------------------------------------------------------------------------------
Loomis Sayles High Yield Bond .70% .50%
- -----------------------------------------------------------------------------------
Putnam International Stock/1/ .75% .55%
- -----------------------------------------------------------------------------------
T. Rowe Price Small Cap Growth .52% .33%
- -----------------------------------------------------------------------------------
Janus Mid Cap .67% .49%
- -----------------------------------------------------------------------------------
Scudder Global Equity .67% .47%
- -----------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond
Index .25% N/A
- -----------------------------------------------------------------------------------
Russell 2000 Index .25% N/A
- -----------------------------------------------------------------------------------
Morgan Stanley EAFE Index .30% N/A
- -----------------------------------------------------------------------------------
T. Rowe Price Large Cap Growth .69% .50%
- -----------------------------------------------------------------------------------
Harris Oakmark Large Cap Value .75% .65%
- -----------------------------------------------------------------------------------
Neuberger Berman Partners Mid
Cap Value .70% .50%
</TABLE>

The Portfolios indicated in the following table will not commence operation
until on or after May 1, 2000. The following shows the investment management
and sub-investment management fee schedules as an annual percentage of the
average daily net assets of each Portfolio.

<TABLE>
<CAPTION>
% per
% per annum
annum Paid to
Average paid to Average Sub-
Daily Net Investment Daily Net Investment
Portfolio Assets Manager Assets Manager
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Metlife Mid Cap Stock
Index All assets .25% N/A N/A
- ---------------------------------------------------------------------------------
Putnam Large Cap 1st $500 million .80% first $150 million .50%
Growth next $500 million .75% next $150 million .45%
over $1 billion .70% over $300 million .35%
- ---------------------------------------------------------------------------------
State Street Research 1st $500 million .85% first $50 million .55%
Aurora next $500 million .80% next $75 million .50%
Small Cap Value over $1 billion .75% next $100 million .45%
over $225 million .40%
</TABLE>
/1/For the year ending December 31, 1999, Santander Global Advisors, Inc.
("Santander") was sub-investment manager. Beginning January 24, 2000, Putnam
replaced Santander as sub-investment manager. MetLife paid all sub-investment
management fees to Santander.

25
<PAGE>

[SIDEBAR: Fund Expenses]

The Fund is responsible for paying its own expenses. However, MetLife
voluntarily pays expenses of certain Portfolios in excess of a certain
percentage of net assets until the earlier of either total net assets of the
Portfolio reaching $100 million or a certain date as follows:

<TABLE>
<CAPTION>
SUBSIDIZED
EXPENSES* IN
PORTFOLIO EXCESS OF DATE
<S> <C> <C>
Harris Oakmark Large Cap Value 0.20% 11/9/00
T. Rowe Price Large Cap Growth 0.20% 11/9/00
Neuberger Berman Partners Mid Cap Value 0.20% 11/9/00
Morgan Stanley EAFE Index 0.25% 11/9/00
Putnam Large Cap Growth 0.20% 7/1/02
State Street Research Aurora Small Cap Value 0.20% 7/1/02
Metlife Mid Cap Stock Index 0.20% 7/1/02
</TABLE>
- --------
*Expenses for this purpose exclude the investment management fees payable to
MetLife, brokerage commissions on portfolio transactions (including any other
direct costs related to portfolio investment transactions), taxes, interest and
other loan costs owed by the Fund and any unusual one-time expenses (such as
legal related expenses).

MetLife also paid such excess expenses for the Janus Mid Cap Portfolio until
December 31, 1997, for the T. Rowe Price Small Cap Growth Portfolio until
January 22, 1998, for the Scudder Global Equity Portfolio until July 2, 1998,
for the Loomis Sayles High Yield Bond Portfolio until March 2, 1999, for the
Russell 2000 Index Portfolio until December 3, 1999 and for the Lehman Brothers
Aggregate Bond Index Portfolio until July 13, 1999. Beginning on February 22,
2000, MetLife will pay all expenses in excess of 0.30% of the average net
assets for the Russell 2000 Index Portfolio until the Portfolio's assets reach
$200 million, or until April 30, 2001, whichever comes first. After the Morgan
Stanley EAFE Index Portfolio's assets reach $100 million, or November 8, 2000,
whichever comes first, MetLife will continue to pay all expenses in excess of
0.40% of the Portfolio's average net assets until the Portfolio's assets reach
$200 million, or until April 30, 2001, whichever comes first. These subsidies
and other prior expense reimbursement arrangements can increase the performance
of the Portfolios. MetLife also has the right to stop these payments at any
time upon notice to the Board of Directors and to Fund shareholders.

Portfolio Turnover Rates

The rate of portfolio turnover is the annual amount, expressed as a percentage,
of a Portfolio's securities that it replaces in one year. The portfolio
turnover rate will not be a limiting factor when it is deemed appropriate to
purchase or sell securities for a Portfolio. Portfolio turnover may vary from
year to year or within a year, depending upon economic, market or business
conditions and client contributions and withdrawals. To the extent that
brokerage commissions and transaction costs are incurred in buying and selling
portfolio securities, the rate of portfolio turnover could affect each
Portfolio's net asset value. The historical rates of portfolio turnover for all
of the Portfolios are set forth in the Prospectus under the Financial
Highlights.

Dividends, Distributions and Taxes

[SIDEBAR: Dividends are reinvested.]

The Fund intends to qualify as a regulated investment company under the tax law
and, as such distributes substantially all of each Portfolio's ordinary

26
<PAGE>

net income and capital gains each calendar year as a dividend to the separate
accounts funding the Contracts to avoid an excise tax on certain undistributed
amounts. The Fund expects to pay no income tax. Dividends are reinvested in
additional full and partial shares of the Portfolio as of the dividend payment
date.

The Fund and its Portfolios intend to comply with special diversification and
other tax law requirements that apply to investments under variable life
insurance and annuity contracts. Under these rules, shares of the Fund will
generally only be available through the purchase of a variable life insurance
or annuity contract. Income tax consequences to Contract owners who allocate
premiums to Fund shares are discussed in the prospectus for the Contracts that
is attached at the front of this Prospectus.

General Information about the Fund and its Purpose

The Fund is an open-end management investment company (or "mutual fund"). The
Fund is a "series" type of mutual fund, which issues separate classes (or
series) of stock. Each class or series represents an interest in a separate
portfolio of Fund investments ("Portfolio").

The Fund offers its shares to MetLife and its affiliated insurance companies
("Insurance Companies"), including Metropolitan Tower. The Insurance Companies
hold the Fund's shares in separate accounts that they use to support variable
life insurance policies and variable annuity contracts (together, the
"Contracts"). Not all of the Portfolios of the Fund are available to each of
these separate accounts. An Insurance Company holding Fund shares for a
separate account has different rights from those of the owner of a Contract.
The terms "shareholder" or "shareholders" in this Prospectus refer to the
Insurance Companies, and not to any Contract owner.

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

Within limitations described in the appropriate Contract, owners may allocate
the amounts under the Contracts for ultimate investment in the various
Portfolios of the Fund. See the prospectus which is attached at the front of
this Prospectus for a description of (a) the Contract, (b) the Portfolios of
the Fund that are available under that Contract and (c) the relationship
between increases or decreases in the net asset value of Fund shares (and any
dividends and distributions on such shares) and the benefits provided under
that Contract.

Some of the Portfolios have names and investment objectives that are very
similar to certain publicly available mutual funds that are managed by the same
money managers. These Portfolios are not those publicly available mutual funds
and will not have the same performance. Different performance will result from
such factors as different implementation of investment policies, different cash
flows into and out of the Portfolios, different fees, and different sizes.

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund, Metropolitan Tower and
MetLife do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

27
<PAGE>

Sale and Redemption of Shares

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

Shares are sold and redeemed at a price equal to the net asset value without
any sales charges. The Insurance Companies purchase or redeem shares of each
Portfolio, based on, among other things: (a) the amount of net Contract
premiums or purchase payments transferred to the separate accounts; (b)
transfers to or from separate account investment divisions; (c) policy loans;
(d) loan repayments; and (e) benefit payments to be effected on a given date
under the Contracts. Generally, these purchases and redemptions are priced
using the Portfolio net asset value computed for the same date and time as are
used to price the corresponding Contract transaction.

The Portfolios are not designed for market timers, or large or frequent
transfers. The Fund may restrict or refuse purchases or exchanges by market
timers. You will be considered a market timer if you have (a) requested an
exchange out of the Portfolios within two weeks of an earlier exchange
request, or (b) exchanged shares out of the Portfolios more than twice in a
calendar quarter, or (c) exchanged shares equal to at least $5 million, or
more than 1% of the Portfolios net assets, or (d) otherwise seem to follow a
timing pattern. Accounts under common ownership or control are combined for
these limits.

Each Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued), deducting its
liabilities (including accrued expenses and dividends payable) and dividing
the result by the total number of the Portfolio's outstanding shares. To
determine the value of a Portfolio's assets, cash and receivables are valued
at their face amounts. Interest is recorded as accrued and dividends are
recorded on the ex-dividend date.

Securities, options and futures contracts held by the Portfolios are valued at
market value. Short-term debt instruments with a maturity of 60 days or less
held by all Portfolios and all debt instruments held by the State Street
Research Money Market Portfolio are valued on an amortized cost basis. When
market quotations are not readily available for securities and assets, or when
the Board of Directors determines that customary pricing procedures would
result in an unreliable valuation, they are valued at fair value as determined
by the Board of Directors. Such a fair value procedure could be followed, for
example, if (a) an event occurs after the time of the most recent available
market quotations that is likely to have affected the value of those
securities or (b) such market quotations for other reasons do not reflect
information material to the value of those securities. The possibility of fair
value pricing means that changes in a Portfolio's net asset value may not
always correspond to changes in quoted prices of a Portfolio's investments.

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern
time. The net asset value may also be determined on days when the New York
Stock Exchange is closed when there has been trading in a Portfolio's
securities which would result in a material change in the net asset value.

28
<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand each
Portfolio's financial performance for the past 5 years, or since inception of
the Portfolio if shorter. Certain information reflects financial results for a
single share of the Portfolio. The total returns in the table represent the
rate that a shareholder would have earned or lost on an investment in a
Portfolio (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP, whose report, along with
the Fund's financial statements, are included in the annual report, which is
available upon request.

29
<PAGE>

FINANCIAL HIGHLIGHTS

The table below has been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report appearing with the full financial statements and notes
thereto. For further information about the performance of the Portfolios, see
the Fund's December 31, 1999 Management Discussion and Analysis which appears in
the Fund's annual report, which is incorporated by reference into the Statement
of Additional Information.

Selected Data For a Share of Capital STATE STREET RESEARCH GROWTH PORTFOLIO
---------------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period...... $37.10 $31.92 $30.51 $27.56 $21.81
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income.................... 0.23 0.36 0.44 0.36 0.35
Net realized and unrealized gain/(loss).. 6.38 8.52 7.72 5.78 6.83
--------- --------- --------- --------- ---------
Total From Investment Operations......... 6.61 8.88 8.16 6.14 7.18
--------- --------- --------- --------- ---------

Less Distributions:
Dividends from net investment income.... (0.24) (0.36) (0.44) (0.36) (0.35)
Distributions from net realized capital
gains................................... (4.33) (3.34) (6.31) (2.83) (1.08)
--------- --------- --------- --------- ---------
Total Distributions..................... (4.57) (3.70) (6.75) (3.19) (1.43)
----------- ----------- ----------- ----------- ---------

NET ASSET VALUE: End of period $39.14 $37.10 $31.92 $30.51 $27.56
--------------------------------------------------------------------------------------------------------------------------
Total return............................. 18.47% 28.18% 28.36% 22.18% 33.14%

Net assets at end of period (000's)...... $3,623,316 $3,112,081 $2,349,062 $1,597,728 $1,094,751

Supplemental Data/Significant Ratios:
Operating expenses to average net
assets.................................. 0.49% 0.53% 0.43% 0.29% 0.31%
Net investment income to average net
assets.................................. 0.59% 1.04% 1.37% 1.29% 1.46%
Portfolio turnover(1).................... 83.16% 74.29% 82.81% 93.05% 45.52%
</TABLE>

<TABLE>
<CAPTION>
Selected Data For a Share of Capital STATE STREET RESEARCH INCOME PORTFOLIO
----------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period........... $12.78 $12.66 $12.36 $12.73 $11.32
----------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income......................... 0.81 0.75 0.83 0.82 0.83
Net realized and unrealized gain/(loss)....... (1.10) 0.42 0.38 (0.36) 1.38
------- -------- -------- -------- --------
Total From Investment Operations.............. (0.29) 1.17 1.21 0.46 2.21
-------- -------- -------- -------- --------

Less Distributions:
Dividends from net investment income.......... (0.79) (0.80) (0.87) (0.81) (0.80)
Distributions from net realized capital
gains........................................ (0.02) (0.25) (0.04) (0.02) --
-------- -------- -------- -------- --------
Total Distributions......................... (0.81) (1.05) (0.91) (0.83) (0.80)
-------- -------- -------- -------- --------

NET ASSET VALUE: End of period................. $11.68 $12.78 $12.66 $12.36 $12.73
-----------------------------------------------------------------------------------------------------------------------
Total return.................................. (2.28)% 9.40% 9.83% 3.60% 19.55%

Net assets at end of period (000's)........... $477,880 $526,854 $412,191 $383,395 $349,913

Supplemental Data/Significant Ratios:
Operating expenses to average net assets...... 0.38% 0.39% 0.38% 0.32% 0.34%
Net investment income to average net assets... 6.15% 6.13% 6.57% 6.64% 7.01%
Portfolio turnover (1)........................ 183.16% 123.60% 121.92% 92.90% 102.88%
</TABLE>
- ---------------------
Footnotes Appear on Page 35.

<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital STATE STREET RESEARCH MONEY MARKET PORTFOLIO
---------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period $10.35 $10.38 $10.44 $10.45 $10.48
------------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income.......................... 0.51 0.54 0.54 0.53 0.59
------- ------ ------ ------ ------
Total From Investment Operations............. 0.51 0.54 0.54 0.53 0.59
------- ------ ------ ------ ------

Less Distributions:
Dividends from net investment income........... (0.52) (0.57) (0.60) (0.54) (0.62)
------- ------ ------ ------ ------
Total Distributions.......................... (0.52) (0.57) (0.60) (0.54) (0.62)
------- ------- ------ ------ ------

------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period.................. $10.34 $10.35 $10.38 $10.44 $10.45
------------------------------------------------------------------------------------------------------------------------------
Total return................................... 4.89% 5.19% 5.21% 5.01% 5.59%
Net assets at end of period (000's)............ $51,545 $41,185 $39,480 $41,637 $40,456

Supplemental Data/Significant Ratios:
Operating expenses to average net assets....... 0.42% 0.48% 0.49% 0.43% 0.49%

Net investment income to average net assets.... 4.81% 5.11% 5.08% 4.92% 5.39%

</TABLE>

<TABLE>
<CAPTION>
Selected Data For a Share of Capital STATE STREET RESEARCH DIVERSIFIED PORTFOLIO
---------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period $18.39 $16.98 $16.67 $15.95 $13.40
------------------------------------------------------------------------------------------------------------------------------
Investment Operations:

Net investment income.......................... 0.59 0.60 0.60 0.55 0.59
Net realized and unrealized gain/(loss)........ 0.96 2.70 2.71 1.77 3.02
------ ------ ------ ------ ------
Total From Investment Operations............. 1.55 3.30 3.31 2.32 3.61
------ ------ ------- ------ ------

Less Distributions:

Dividends from net investment income........... (0.60) (0.57) (0.60) (0.53) (0.58)
Distributions from net realized capital
gains......................................... (1.07) (1.32) (2.40) (1.07) (0.48)
------ ------ ------ ------ ------
Total Distributions.......................... (1.67) (1.89) (3.00) (1.60) (1.06)
------ ------ ------ ------ ------
------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period.................. $18.27 $18.39 $16.98 $16.67 $15.95
------------------------------------------------------------------------------------------------------------------------------
Total return................................... 8.71% 19.64% 20.58% 14.52% 27.03%
Net assets at end of period (000's)............ $2,874,412 $2,656,987 $1,982,232 $1,448,841 $1,114,834

Supplemental Data/Significant Ratios:
Operating expenses to average net assets....... 0.45% 0.48% 0.40% 0.29% 0.31%
Net investment income to average net assets.... 3.08% 3.39% 3.50% 3.38% 3.92%
Portfolio turnover (1)......................... 123.77% 105.89% 114.79% 91.07% 79.29%
</TABLE>
- ---------------------
Footnotes Appear on Page 35.

<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital STATE STREET RESEARCH AGGRESSIVE GROWTH PORTFOLIO
--------------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period $29.53 $27.61 $27.11 $25.87 $22.05
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss)................ (0.12) (0.06) (0.03) (0.02) (0.01)
Net realized and unrealized gain/(loss)..... 9.86 3.75 1.67 2.01 6.50
----------- ----------- ----------- ----------- ----------
Total From Investment Operations............ 9.74 3.69 1.64 1.99 6.49
----------- ----------- ----------- ----------- ----------

Less Distributions:
Dividends from net investment income........ -- -- -- -- --
Distributions from net realized capital
gains...................................... (0.82) (1.77) (1.14) (0.75) (2.67)
----------- ----------- ----------- ----------- ----------
Total Distributions......................... (0.82) (1.77) (1.14) (0.75) (2.67)
----------- ----------- ----------- ----------- ----------

NET ASSET VALUE: End of period $38.45 $29.53 $27.61 $27.11 $25.87
--------------------------------------------------------------------------------------------------------------------------
Total return................................ 33.24% 13.69% 6.67% 7.72% 29.50%

Net assets at end of period (000's)......... $1,600,841 $1,431,337 $1,391,956 $1,321,849 $958,915

Supplemental Data/Significant Ratios:
Operating expenses to average net assets.... 0.72% 0.75% 0.81% 0.79% 0.81%
Net investment income to average net assets.. (0.31)% (0.20)% (0.10)% (0.11)% (0.06)%
Portfolio turnover (1)....................... 86.17% 97.39% 219.08% 221.23% 255.83%
</TABLE>

<TABLE>
<CAPTION>
Selected Data For a Share of Capital METLIFE STOCK INDEX PORTFOLIO
--------------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period $35.38 $28.78 $22.23 $18.56 $13.87
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income........................ 0.37 0.37 0.34 0.33 0.32
Net realized and unrealized gain/(loss)...... 6.89 7.75 6.79 3.88 4.79
----------- ----------- ----------- ----------- ----------
Total From Investment Operations............. 7.26 8.12 7.13 4.21 5.11
----------- ----------- ----------- ----------- ----------

Less Distributions:
Divid ends from net investment income (0.36) (0.36) (0.34) (0.33) (0.32)
Distributions from net realized capital
gains....................................... (1.69) (1.16) (0.24) (0.21) (0.10)
----------- ----------- ----------- ----------- ---------
Total Distributions......................... (2.05) (1.52) (0.58) (0.54) (0.42)
----------- ----------- ----------- ----------- ---------
NET ASSET VALUE: End of period............... $40.59 $35.38 $28.78 $22.23 $18.56
--------------------------------------------------------------------------------------------------------------------------
Total return................................ 20.79% 28.23% 32.19% 22.66% 36.87%

Net assets at end of period (000's)......... $4,205,202 $3,111,919 $2,020,480 $1,122,297 $635,823

Supplemental Data/Significant Ratios:
Operating expenses to average net assets..... 0.29% 0.30% 0.33% 0.30% 0.32%
Net investment income to average net assets.. 1.01% 1.21% 1.47% 1.91% 2.22%
Portfolio turnover (1)....................... 8.77% 15.07% 10.69% 11.48% 6.35%
</TABLE>

- ---------------------
Footnotes Appear on Page 35.

32
<PAGE>

FINANCIAL HIGHLIGHTS

----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period................ $13.87 $14.14 $11.67 $11.95 $12.29
----------------------------------------------------------------------------------------------------------------------
Total return................................. 16.44% 22.56% (2.34)% (1.77)% 0.84%

Net assets at end of period (000's).......... $317,831 $297,381 $267,089 $303,826 $297,461

Supplemental Data/Significant Ratios:
Operating expenses to average net assets..... 0.97% 1.02% 1.03% 0.97% 1.01%
Net investment income to average net assets.. 0.95% 0.87% 0.77% 0.56% 0.21%
Portfolio turnover (1)....................... 86.77% 156.32% 182.11% 116.67% 86.24%
</TABLE>
+ Now, Putnam International Stock Portfolio
- ---------------------

<TABLE>
<CAPTION>
LOOMIS SAYLES HIGH YIELD BOND JANUS MID CAP
PORTFOLIO PORTFOLIO
------------------------------------- ----------------------------------------
Selected Data For a Share of Capital YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------------- ----------------------------------------
Stock Outstanding Throughout Period: 1999 1998 1997/A/ 1999 1998 1997/A/
--------- --------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of
period................................ $8.39 $10.14 $10.00 $17.44 $12.77 $10.00
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss)......... 0.80 0.88 0.35 (0.05) (0.02) 0.01
Net realized and unrealized
gain/(loss)......................... 0.69 (1.65) 0.26 21.14 4.77 2.81
--------- --------- --------- ----------- ---------- ----------
Total From Investment Operations..... (1.49) (0.77) 0.61 21.09 4.75 2.82
--------- --------- --------- ----------- ---------- ----------
Less Distributions:
Dividends from net investment
income................................ (0.79) (0.89) (0.35) -- -- (0.01)
Distributions from net realized...... --
capital gains......................... /B/ (0.09) (0.12) (1.99) (0.08) (0.04)
--------- --------- --------- ----------- ---------- ----------
Total Distributions.................. (0.79) (0.98) (0.47) (1.99) (0.08) (0.05)
--------- --------- --------- ----------- ---------- ----------
--------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period........ $9.09 $8.39 $10.14 $36.54 $17.44 $12.77
--------------------------------------------------------------------------------------------------------------------------
Total return.......................... 17.82% (7.51)% 6.18% 122.92% 37.19% 28.22%
Net assets at end of period
(000's)............................. $61,701 $42,403 $27,804 $1,931,797 $371,504 $103,852

Supplemental Data/Significant Ratios:
-------------------------------------
Net expenses to average net
assets.............................. 0.93% 0.87% 0.83%* 0.71% 0.81% 0.85%*
Operating expenses to average
net assets before voluntary
expense reimbursements.............. 0.94% 1.05% 1.35%* N/A N/A 0.99%*
Net investment income to
average net assets.................. 9.49% 10.41% 7.04%* (0.41)% (0.22)% 0.10%*
Net investment income to
average net assets
before voluntary expense
reimbursements...................... 9.48% 10.23% 6.52%* N/A N/A (0.40)%*
Portfolio turnover (1)............... 27.75% 46.02% 39.26% 103.28% 106.66% 74.70%
</TABLE>

- ---------------------
/A/ For the period March 3, 1997 (commencement of operations) to December 31,
1997.
/B/ Less than $.005.
Footnotes Appear on Page 35.

<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
T. ROWE PRICE SMALL CAP GROWTH SCUDDER GLOBAL EQUITY
PORTFOLIO PORTFOLIO
--------------------------------------- ---------------------------------------
Selected Data For a Share of YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
Capital --------------------------------------- ---------------------------------------
Stock Outstanding Throughout 1999 1998 1997/A/ 1999 1998 1997/A/
Period: ---------- ---------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of
period......................... $12.29 $11.88 $10.00 $12.38 $10.85 $10.00
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:

Net investment income/(loss).. (0.03) -- -- 0.14 0.16 0.10
Net realized and unrealized
gain/(loss).................... 3.47 0.41 1.88 2.93 1.57 0.86
---------- ---------- --------- ---------- ---------- ---------
Total From Investment
Operations..................... 3.44 0.41 1.88 3.07 1.73 0.96
---------- ---------- --------- ---------- ---------- ---------

Less Distributions:
Dividends from net investment
income......................... -- -- -- /B/ (0.07) (0.16) (0.10)
Distributions from net realized
capital gains.................. -- -- -- (0.47) (0.04) (0.01)
---------- ---------- --------- ---------- ---------- ---------
Total Distributions........... -- -- -- (0.54) (0.20) (0.11)

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

NET ASSET VALUE: End of period. $15.73 $12.29 $11.88 $14.91 $12.38 $10.85
--------------------------------------------------------------------------------------------------------------------------
Total return.................. 27.99% 3.45% 18.81% 25.17% 15.96% 9.62%

Net assets at end of period
(000's)........................ $269,518 $189,132 $94,020 $171,714 $113,715 $60,712

Supplemental Data/Significant Ratios:
------------------------------------
Net expenses to average net
assets......................... 0.61% 0.67% 0.67%* 0.87% 0.96% 0.78%*
Operating expenses to average
net assets before voluntary expense
reimbursements................. N/A N/A 0.86%* N/A 1.01% 1.14%*
Net investment income to
average net assets............. (0.27)% (0.02)% 0.01%* 1.23% 1.61% 1.66%*
Net investment income to
average net assets before
voluntary expense reimbursements.... N/A N/A (0.19)%* N/A 1.56% 1.30%*
Portfolio turnover (1) 67.99% 37.93% 13.45% 54.49% 50.98% 36.04%
</TABLE>

- ---------------------
/A/ For the period March 3, 1997 (commencement of operations) to December 31,
1997.
/B/ Less than $.005.

<TABLE>
<CAPTION>
NEUBERGER BERMAN T. ROWE PRICE LARGE
HARRIS OAKMARK LARGE CAP PARTNERS MID CAP CAP GROWTH PORTFOLIO
VALUE PORTFOLIO VALUE PORTFOLIO
-------------------------- ----------------------- -----------------------
Selected Data For a Share of YEAR ENDED DECEMBER 31,
Capital
----------------------------------------------------------------------------------
Stock Outstanding Throughout 1999 1998/C/ 1999 1998/C/ 1999 1998/C/
Period: ---------- ---------- --------- --------- --------- ---------

<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of
period......................... $9.70 $10.00 $10.73 $10.00 $11.02 $10.00
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss) 0.10 0.03 0.06 0.03 0.02 0.01
Net realized and unrealized
gain/(loss)................... (0.78) (0.30) 1.80 0.71 2.43 1.02
---------- ---------- --------- --------- --------- ---------
Total From Investment Operations (0.68) (0.27) 1.86 0.74 2.45 1.03
---------- ---------- --------- --------- --------- ---------

Less Distributions:
Dividends from net investment
income................ (0.08) (0.03) (0.07) (0.01) (0.03) (0.01)
Distributions from net realized
capital gains......... (0.01) -- (0.55) -- (0.03) --

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

Total Distributions... (0.09) (0.03) (0.62) (0.01) (0.06) (0.01)
---------- ---------- --------- --------- --------- ---------

NET ASSET VALUE: End of period $8.93 $9.70 $11.97 $10.73 $13.41 $11.02
--------------------------------------------------------------------------------------------------------------------------
Total return.................. (6.89)% (2.70)% 17.63% 7.44% 22.23% 10.28%
Net assets at end of period
(000's)........................ $38,378 $8,658 $38,722 $8,647 $51,402 $6,740

Supplemental Data/Significant Ratios:
-------------------------------------
Net expenses to average net
assets......................... 0.91% 0.70%* 0.72% 0.68%* 0.87% 0.50%*
Operating expenses to average
net assets before voluntary expense
reimbursements................. 1.15% 1.79%* 1.18% 1.86%* 1.31% 2.62%*
Net investment income to average
net assets..................... 1.63% 2.47%* 0.86% 2.61%* 0.23% 0.93%*
Net investment income to average
net assets before voluntary expense
reimbursements................. 1.39% 1.38%* 0.40% 1.42%* (0.21)% (1.19)%*
Portfolio turnover (1)........ 16.59% 0.00% 134.37% 20.81% 46.48% 5.69%
</TABLE>
- ---------------------
/C/ For the period November 9, 1998 (commencement of operations) to December 31,
1998.
Footnotes Appear on Page 35.

34
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
LEHMAN BROTHERS AGGREGATE MORGAN STANLEY EAFE RUSSELL 2000 INDEX
BOND INDEX PORTFOLIO INDEX PORTFOLIO
--------------------------- ----------------------- ------------------------
Selected Data For a Share of
Capital YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------
Stock Outstanding Throughout 1999 1998/C/ 1999 1998/C/ 1999 1998/C/
Period: ----------- ---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of
period......................... $10.06 $10.00 $10.80 $10.00 $10.53 $10.00
--------------------------------------------------------------------------------------------------------------------------

Investment Operations:

Net investment income/(loss) 0.48 0.07 0.10 0.01 0.08 0.02
Net realized and unrealized
gain/(loss).................... (0.62) 0.07 2.58 0.80 2.29 0.53
----------- ---------- --------- --------- ---------- ---------
Total From Investment
Operations..................... (0.14) 0.14 2.68 0.81 2.37 0.55
----------- ---------- --------- --------- ---------- ---------

Less Distributions:
Dividends from net investment
income......................... (0.47) (0.08) (0.06) (0.01) (0.08) (0.02)
Distributions from net
realized capital gains......... -- /B/ -- (0.08) -- (0.30) --
----------- ---------- --------- --------- ---------- ---------
Total Distributions........... (0.47) (0.08) (0.14) (0.01) (0.38) (0.02)
----------- ---------- --------- --------- ---------- ---------

NET ASSET VALUE: End of period $9.45 $10.06 $13.34 $10.80 $12.52 $10.53
--------------------------------------------------------------------------------------------------------------------------
Total return.................. (1.37)% 1.38% 24.90% 8.11% 22.73% 5.48%
Net assets at end of period
(000's)........................ $129,339 $58,810 $82,355 $25,453 $111,729 $38,147

Supplemental Data/Significant
-----------------------------
Ratios:
-------
Net expenses to average net
assets......................... 0.40% 0.42%* 0.50% 0.49%* 0.45% 0.40%*
Operating expenses to average
net assets before voluntary
expense reimbursements........ N/A 0.59%* 1.77% 1.41%* 0.89% 1.04%*
Net investment income to
average net assets............. 6.06% 5.28%* 1.25% 0.71%* 1.04% 1.46%*
Net investment income to
average net assets
before voluntary expense
reimbursements................. N/A 5.11%* (0.02)% (0.21)%* 0.59% 0.82%*

Portfolio turnover (1)........ 96.19% 11.08% 43.67% 12.68% 67.01% 2.80%
</TABLE>
- ---------------------
/B/ Less than $.005.
/C/ For the period November 9, 1998 (commencement of operations) to December 31,
1998.

Notes:
------

* Ratios have been determined based on annualized operating results for the
period. Twelve month results may be different.

Portfolio Purchases Sales of Securities
--------- --------- -------------------
State Street Research
Growth............... $2,700,443,738 $2,676,686,614
State Street Research
Income............... 886,515,836 899,620,990
State Street Research
Diversified.......... 3,417,074,990 3,289,086,228
State Street Research
Aggressive Growth.... 1,131,998,384 1,485,574,884

MetLife Stock Index.. 776,401,767 317,391,821
Santander
International Stock.. 255,774,543 281,516,698
Loomis Sayles High
Yield Bond........... 26,645,433 13,830,252

Janus Mid Cap........ 1,548,568,019 878,660,374
T. Rowe Price Small
Cap Growth........... 142,965,196 131,996,934

Scudder Global Equity 92,395,485 68,284,251
Harris Oakmark Large
Cap Value............ 37,718,312 3,866,011
Neuberger Berman
Partners Mid Cap Value 56,456,718 30,593,570
T. Rowe Price Large
Cap Growth........... 48,659,861 11,618,731
Lehman Brothers
Aggregate Bond Index. 160,310,362 90,216,457
Morgan Stanley EAFE
Index................ 65,340,616 21,570,722

Russell 2000 Index... 102,489,864 46,437,402

See Notes to Financial Statements.

35
<PAGE>

Appendix A To Prospectus

Portfolio Manager Prior Performance

Because they commenced operations only on November 9, 1998, limited performance
history is available for the Harris Oakmark Large Cap Value, T. Rowe Price
Large Cap Growth, and Lehman Brothers Aggregate Bond Index Portfolios. The
following, however, sets forth total return information for the one-year,
three-year, five-year and ten-year periods ended December 31, 1999 (or since
inception if more recent) for certain similar accounts that are managed by the
same sub-investment managers as are these three Portfolios. Year-to-date
information is also given for the two months ended February 29, 2000. Results
are shown on a "total return" basis and include reinvestment of all dividends
and capital gain distributions.

Because Putnam Large Cap Growth will not commence operations until on or about
May 1, 2000, and State Street Research Aurora Small Cap Value will not commence
operations until on or about July 5, 2000, no performance history is available
for these Portfolios. The following, however, sets forth total return
information for the one-year, three-year, five-year and ten-year periods ended
December 31, 1999 (or since inception if more recent) for certain similar
accounts that are managed by the same sub-investment managers as are these two
Portfolios. Year-to-date information is also given for the two months ended
February 29, 2000. Results are shown on a "total return" basis and include
reinvestment of all dividends and capital gain distributions.

The tables also show the total return information for appropriate indices for
the same periods. The index performance information set forth below does not
reflect any fees and expenses that the applicable Fund Portfolio will bear.
Finally each table also shows the related Fund Portfolio over the period of its
existence.

Each sub-investment manager has represented to the Fund that, except as
otherwise noted, the similar accounts for which performance figures are shown
include all of the sub-investment manager's investment company and other
accounts that (a) have been managed with investment objectives, policies, and
strategies substantially similar to those used in managing the corresponding
Portfolio, (b) are of sufficient size that their performance would be
considered relevant to the owner of a policy or contract investing in that
Portfolio and (c) are otherwise deemed sufficiently comparable to warrant
including their performance. No such similar account performance information is
available with respect to the MetLife Mid Cap Stock Index Portfolio, which also
will commence operations on or about July 5, 2000.

The similar accounts are shown for illustrative purposes only and do not
necessarily predict future performance of the Portfolios. You should be aware
that the Portfolios are likely to differ from other accounts managed by the
same sub-investment manager in such matters as size, cash flow pattern, expense
levels and certain tax matters. Accordingly, the portfolio holdings and
performance of the Portfolio will vary from those of such other accounts.

The performance figures set forth below do not reflect any of the charges and
deductions under the terms of the variable annuity contracts and variable life
insurance policies that may invest in the Portfolios. These charges may be
substantial and will cause the investment return under such a contract or
policy to be less than that of the Portfolio. Such charges are discussed in
detail in the appropriate Contract prospectus.

36
<PAGE>

THE FOLLOWING PERFORMANCE INFORMATION DOES NOT REPRESENT THE PERFORMANCE OF ANY
FUND PORTFOLIO EXCEPT IN THE RIGHT HAND COLUMN OF EACH TABLE.

Harris

<TABLE>
<CAPTION>
Harris Oakmark
Large Cap Value
Total Return for Oakmark Fund Portfolio
Period (unaudited) (8/5/91)/1/ S&P 500 Index/2/ (11/9/98)
------------------ ------------ ---------------- ---------------
<S> <C> <C> <C>
Year to Date (ended 2/29/2000) -10.47% -6.82% -6.89%
Since inception of Harris
Oakmark Large Cap Value
Portfolio (11/9/98 to 12/31/99,
annualized) -12.24% not available -9.40%
One Year (12/98 to 12/99) -10.47% 21.04% -6.89%
Three Year (12/96 to 12/99,
annualized) 7.19% 27.56% --
Five Year (12/99 to 12/99,
annualized) 13.99% 28.56% --
8/5/91 to 12/99, annualized
(since inception of the Oakmark
Fund) 21.17% 19.89% --
</TABLE>
- --------
/1/ As of December 31, 1999 the Oakmark Fund, a mutual fund, had assets of
$2.36 billion. The actual fees and expenses of the fund whose performance is
shown has been used. Had the Portfolio's estimated fees and expenses been used
(whether before or after estimated expense reimbursement), the performance
figures would have been lower. Performance figures are based on historical
performance and do not guarantee future results.

/2/ The S&P 500 Index is an unmanaged index of common stocks that are primarily
issued by companies with large aggregate market values. Performance for the
index has been obtained from public sources and has not been audited.

T. Rowe Price

<TABLE>
<CAPTION>
Lipper
T. Rowe Price Variable Funds Morgan T. Rowe Price
Total Return for Growth Stock Underlying Growth Stanley Large Cap
Period (unaudited) Fund/1/ Funds Average/2/ S&P 500/2/ EAFE Index/2/ Growth Portfolio
------------------ ------------- ----------------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Year to Date (ended
2/29/2000) 0.42% 2.03% -6.82% 25.77% 0.07%
Since inception of T.
Rowe Large Cap Growth
Portfolio (11/9/98 to
12/31/99, annualized) -- -- -- -- 29.79%
One Year (12/31/98 to
12/31/99) 22.15% 31.48% 21.04% 27.03% 22.23%
Three Year (12/31/96 to
12/31/99, annualized) 25.35% 26.38% 27.56% 16.06% --
Five Year (12/31/94 to
12/31/99, annualized) 25.71% 26.45% 28.56% 13.15% --
Ten Year (12/31/89 to
12/31/99, annualized) 17.39% 17.79% 18.21% 7.33% --
</TABLE>
- --------
/1/ As of December 31, 1999 the T. Rowe Price Growth Stock Fund, a mutual fund,
had assets of $5.67 billion. The total returns were calculated using the actual
fees and expenses of the fund whose performance is shown. Had the Portfolio's
estimated fees and expenses been used (whether before or after estimated
expense reimbursement), the performance figures would have been lower.
Performance figures are based on historical performance and do not guarantee
future results.

/2/ The Lipper Variable Funds Underlying Growth Funds Average represents the
average total return based on net asset values of all underlying growth funds.
The S&P 500 Index is an unmanaged index of common stocks that are primarily
issued by companies with large aggregate market values. Performance for the
indices has been obtained from public sources and has not been audited.

37
<PAGE>

MetLife

<TABLE>
<CAPTION>
Lehman Brothers Lehman Brothers
Total Return for MetLife Fixed Aggregate Aggregate Bond
Period (unaudited) Income Account/1/ Bond Index/2/ Index Portfolio
------------------ ----------------- --------------- ---------------
<S> <C> <C> <C>
Year to Date (ended
2/29/2000) 0.88% 0.88% 0.85%
Since inception of Lehman
Brothers Aggregate Bond
Index Portfolio (11/9/98
to 12/31/99, annualized) -- 0.79% -0.01%
One Year (12/31/98 to
12/31/99) -0.67% -0.82% -1.37%
Three Year (12/31/96 to
12/31/99), annualized 5.88% 5.74% --
8/1/96 to 12/31/99,
annualized/3/ 6.62% 6.19% --
</TABLE>
- --------
/1/ As of December 31, 1999 the MetLife Fixed Income Account, a non-mutual fund
separate account, had assets of $400 million. The MetLife Fixed Income Account
is not an SEC registered investment company and does not comply with
requirements of Subchapter M of the Internal Revenue Code. The management of
the Account would not have been affected had the Account been a registered
investment company that complied with all legal requirements applicable to such
companies and Subchapter M of the Code. The total returns were calculated using
the estimated fees and expenses of the Lehman Brothers Aggregate Bond Index
Portfolio. Performance figures are based on historical performance and do not
guarantee future results.
/2/ Lehman Brothers Aggregate Bond Index is an unmanaged index comprised of the
Lehman Brothers Government/Corporate Index, the Lehman Brothers Mortgaged-
Backed Securities Index, and the Lehman Brothers Asset-Backed Securities Index
and effective July 1, 1999, the Lehman Brothers Commercial Mortgage-Backed
Securities Index. Performance for the index has been obtained from public
sources and has not been audited.
/3/ MetLife was not the investment manager of the separate account until August
1, 1996. Prior thereto an affiliate of MetLife was the investment manager for
the separate account.

Putnam

<TABLE>
<CAPTION>
Putnam Lipper
Growth Variable Funds
Total Return for Opportunities Underlying Growth Putnam Large Cap
Period (unaudited) Fund/1/ Funds Average/2/ S&P 500/2/ Growth Portfolio
------------------ ------------- ----------------- ---------- ----------------
<S> <C> <C> <C> <C>
Year to Date (ended
2/29/2000) 1.78% 1.73% -6.82% --
One Year (12/31/98 to
12/31/99) 51.37% 29.97% 21.04% --
Three Year (12/31/96 to
12/31/99, annualized) 46.62% 26.79% 27.56% --
10/2/95 to 12/99,
annualized (since
inception of the
Putnam Growth
Opportunities Fund) 38.20% 23.13% 26.55% --
</TABLE>
- --------
/1/ As of December 31, 1999 the Putnam Growth Opportunities Fund, a mutual
fund, had assets of $5.3 billion. The total returns were calculated using the
actual fees and expenses of the fund whose performance is shown. Had the
Portfolio's estimated fees and expenses been used (whether before or after
estimated expense reimbursement), the performance figures would have been
lower. Performance figures are based on historical performance and do not
guarantee future results.

State Street Research

<TABLE>
<CAPTION>
State Street
State Street Russell 2000 Research Aurora
Total Return for Research Value Small Cap Value
Period (unaudited) Aurora Fund/1/ Index/2/ S&P 500/2/ Portfolio
------------------ -------------- ------------ ---------- ---------------
<S> <C> <C> <C> <C>
Year to Date (ended
2/29/2000) 10.59% 3.34% -6.82% --
One Year (12/31/98 to
12/31/99) 33.91% -1.49% 21.04% --
Three Year (12/31/96 to
12/31/99), annualized 18.74% 6.69% 27.56% --
2/13/95 to 12/99,
annualized (since in-
ception of the State
Street Research Aurora
Fund) 26.68% 13.23% 28.22% --
</TABLE>
- --------
/1/ As of December 31, 1999, the State Street Research Aurora Fund, a mutual
fund, had assets of $525.9 million. The total returns were calculated using the
actual fees and expenses of the fund for class S shares whose performance is
shown. Had the Portfolio's estimated fees and expenses been used (whether
before or after estimated expense reimbursement) the performance figures would
have been lower. Performance figures are based on historical performance and do
not guarantee future results.
/2/ The Russell 2000 Value Index is an unmanaged index of common stocks that
are primarily issued by the 2000 smallest companies with the Russell 3000
Index. The S&P 500 Index is an unmanaged index of common stocks that are
primarily issued by companies with large aggregate market values. Performance
for the indices has been obtained from public sources and has not been audited.

38
<PAGE>

Appendix B To Prospectus

Certain Investment Practices

The Table that follows sets forth certain investment practices in which some or
all of the Portfolios may engage. These practices will not be the primary
activity of any Portfolio, however, except if noted under "Risk/Return Summary"
in the Prospectus. The following Portfolio numbers are used in the table:

<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
State Street Research Aggressive
1. Growth
2. State Street Research Diversified
3. State Street Research Growth
4. State Street Research Income
5. State Street Research Money Market
6. Putnam International Stock
7. Harris Oakmark Large Cap Value
8. Janus Mid Cap
9. Loomis Sayles High Yield Bond
10. Neuberger Berman Partners Mid Cap
Value
</TABLE>
<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
11. Scudder Global Equity
12. T. Rowe Price Large Cap Growth
13. T. Rowe Price Small Cap Growth
14. Lehman Brothers Aggregate Bond Index
15. MetLife Stock Index
16. Morgan Stanley EAFE Index
17. Russell 2000 Index
18. MetLife Mid Cap Stock Index
19. Putnam Large Cap Growth
20. State Street Research Aurora Small
Cap Value
</TABLE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Sell covered call options on securities and All None
stock indices as a hedge against or to
minimize anticipated loss in value.
- --------------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and 6,8,9,11,12,13, None
stock indices to earn additional income, as a 19,20
hedge against or to minimize anticipated loss
in value.
- --------------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on 6,8,9,11,12,13,20 None
currencies as a hedge against anticipated
declines in currency exchange rates in which
securities are held or to be purchased or to
earn additional income.
- --------------------------------------------------------------------------------------------------------
4 Purchase put options on securities and All, except 10 None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- --------------------------------------------------------------------------------------------------------
5 Purchase call options on securities and All, except 10 None
indices that correlate with that Portfolio's
securities.
- --------------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for 1,2,3,4,6,8,9, None
defensive purposes in order to protect 11,
against anticipated declines in values on 12,13,20
currencies in which a Portfolio's securities
are or may be denominated.
- --------------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that 1,2,3,4,6,8,9, None
correlate with the currencies in which the 11,12,13,20
Portfolio's securities may be denominated.
- --------------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, 1,2,3,4,6,7,8, None
currency, and index put and call options 10,11,20
"over-the-counter" (rather than only on
established exchanges).
- --------------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on All, except Combined limit on the sum of
recognized futures exchanges) on debt 10,15,16,17,18 the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" and, for Portfolios
7, 8, 9, 11, 12 and 13,
"bona fide hedging" as
defined by the Commodity
Futures Trading Commission)
- --------------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on All, except Same as Item 9
recognized futures exchanges) on equity 4,5,7,10,14
securities or stock indices as a hedge or to
enhance return.
- --------------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts 6,8,9,11,12,13,20 Same as Item 9
(on recognized futures exchanges) as a hedge
or to adjust exposure to the currency market.
</TABLE>

39
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
12 Sell covered call options on and purchase put All, except 10 Same as Item 9
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
- ----------------------------------------------------------------------------------------------------------
13 Sell covered put options on futures contracts 6,8,9, Same as Item 9
(on recognized futures exchanges) of the type 11,12,13,19,20
and for the same reasons the Portfolio is
permitted to enter into futures contracts.
- ----------------------------------------------------------------------------------------------------------
14 Enter into forward foreign currency exchange All, except None
contracts to hedge currency risk relating to 15,17,18
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
- ----------------------------------------------------------------------------------------------------------
15 Enter into forward foreign currency exchange 1,2,3,4,6,8,9, 5% of total assets
contracts for non hedging purposes. 11,12, 13,20
- ----------------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close All None
out any of the above.
- ----------------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs All None
and POs).
- ----------------------------------------------------------------------------------------------------------
18 All, except None
Mortgage related interest only (IOs) and 5,10,15,
principal only (POs) securities. 16,17,18
- ----------------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on 1,2,3,4,6,8,9,11, None
interest rates, currencies and indices as a 12,13,14,19,20
risk management tool or to enhance return.
- ----------------------------------------------------------------------------------------------------------
20 Invest in foreign securities (including A. 1,2,3,4,5,15,17, A. 10% of total assets in
investments through European Depository 18,19 securities of foreign
Receipts ("EDRs") and International issuers except 25% of
Depository Receipts ("IDRs")). total assets may be
invested in securities
issued, assumed, or
guaranteed by foreign
governments or their
political subdivisions or
instrumentalities; assumed
or guaranteed by domestic
issuers; or issued,
assumed, or guaranteed by
foreign issuers with a
class of securities listed
on the New York Stock
Exchange.*
B. 6,11,14,16,20 B. None
C. 9 C. 50% of total assets in
foreign securities (except
100% in securities of
Canadian issuers)*
D. 12 D. 30% of total assets
(excluding reserves)*
E. 13 E. 20% of total assets
(excluding reserves)*
F. 7 F. 25% of total assets*
G. 10 G. 10% of total assets*
H. 8 H. 30% of total assets in
foreign securities
denominated in a foreign
currency and not publicly
traded in the U.S.*
- ----------------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. A. 1,2,3,4,5,6,9,15 A. 20% of total assets*
B. 7,10,11,12,13, B. 33 1/3% of total assets*
14,16,17,18,19,
20
C. 8 C. 25% of total assets*
- ----------------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. A. All, except 5,11 A. 15% of total assets
B. 5,11 B. 10% of total assets
</TABLE>

40
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
23 Invest in other investment companies, which A. All, except 10 A. 10% of total assets
may involve payment of duplicate fees. except as in B below
(except that only 5% of
total assets may be
invested in a single
investment company and no
portfolio can purchase
more than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies
having the same investment
adviser, purchase more
than 10% of the voting
stock of any "closed-end"
investment company).
B. 8,12,13 B. Up to 25% of total assets
may be invested in
affiliated money market
funds for defensive
purposes or as a means of
receiving a return on idle
cash.
- ---------------------------------------------------------------------------------------------------------
24 Invest in money market instruments issued by 1,2,3,4,6,8,9, None
a commercial bank or savings and loan 11,12,13,19,20
associations (or its foreign branch or
agency) notwithstanding that the bank or
association has less than $1 billion in total
assets, is not a member of the Federal
Deposit Insurance Corporation, is not
organized in the U.S., and/or is not
operating in the U.S.
- ---------------------------------------------------------------------------------------------------------
25 Invest assets in securities issued by All 25% of total assets.
companies primarily engaged in any one Excluded from the 25%
industry. Provided that: (a) utilities will limitation are portfolios 2
be considered separate industries according and 5's: (a) money market,
to type of service; (b) oil and oil related securities, securities
companies will be considered separate issued or guaranteed by the
industries according to type; and (c) U.S. government, its
savings, loan associations, and finance agencies or
companies will be considered separate instrumentalities; and (b)
industries. bank issued debt
securities.* (The Fund will
disclose when more than 25%
of a Portfolio's total
assets are invested in four
oil related industries. For
Portfolios 1, 2, 3, 4, 5, 14
and 20, companies engaged in
the business of financing
may be classified according
to the industries of their
parent or sponsor companies,
or industries that otherwise
most affect the financing
companies).
- ---------------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits All Together with item 27, up to
necessary to clear Portfolio transactions; 1/3 of the amount by which
enter into reverse repurchase arrangements total assets exceed total
with banks. liabilities (excluding the
liabilities represented by
such obligations).*
- ---------------------------------------------------------------------------------------------------------
27 Borrow money for extraordinary or emergency A. All, except 11 A. 5% of total assets*
purposes (e.g.
to honor redemption requests which might B. All, except 11 B. Together with item 26, up
otherwise require the sale of securities at to 1/3 of the amount by
an inopportune time). which total assets exceed
total liabilities
(excluding the liabilities
represented by such
obligations).*
C. 11 C. 33 1/3% of total assets,
provided that if these
obligations with reverse
repurchase agreements do
not exceed 5% of total
assets, no additional
securities will be
purchased for the
Portfolio.*
- ---------------------------------------------------------------------------------------------------------
28 Purchase securities on a "when-issued" basis. All, except 5 None
- ---------------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including All 10% of total assets.* This
real estate mortgage loans. limit shall not restrict
investments in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
- ---------------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts A. 1,2,3,4,5,19 A. Together with the assets
("ADRs"). referred to in Item 20 A
above, 35% of total assets
B. 6,8,10,11,16,20 B. None
C. 12,15,17,18 C. Together with assets
referred to in Item 20 D
above, 30% of total assets
D. 7 D. Together with assets
referred to in Item 20 F
above, 25% of total assets
E. 9 E. Together with assets
referred to in Item 20C
above, 50% of total assets
(except 100% in
securities).
F. 13 F. Together with assets
referred to in Item 20E
above, 20% of total assets
</TABLE>

41
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
31 Invest in debt securities. A. All, except A. None
6,7,10,13,14,
19, 20
B. 6,7,10,11,12, B. None on investment grade
13,14,19,20 securities but 25% of
total assets for 7, 15%
for 10 and 5% for 6, 11,
12, 13, 14, 19 and 20 in
below investment grade
securities.
- -------------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. A. All, except 9 A. None
B. 9 B. Up to 20% of total assets
- -------------------------------------------------------------------------------------------------------
33 Invest in common stocks. A. All, except 9 A. None
B. 9 B. 10% of total assets
- -------------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. A. All, except A. None
12,13
B. 12,13 B. 10% of its total assets
- -------------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt All None
securities.
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted.
* Policy may be changed only by shareholder vote.

42
<PAGE>

Appendix C To Prospectus
Description Of Some Investments, Techniques, And Risks

Investment Styles

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

A value investing approach concentrates on securities that are undervalued in
relation to a company's fundamental economic values. Securities may be
undervalued for various reasons including special situations (i.e., where the
portfolio manager believes that a company's securities will appreciate when the
market recognizes a specific development at the company, such as a new product
or process, a management change or a technological breakthrough). A growth
investing approach emphasizes stocks of companies that are projected to grow at
above-average rates based on the company's earnings growth potential.

Index Portfolios attempt to equal the return of a particular index, which can
provide broad exposure to various market segments. Unlike actively managed
portfolios, they do not expect to use any defensive strategies and investors
bear the risk of adverse market conditions.

Morgan Stanley sponsors the MSCI EAFE Index, Lehman Brothers sponsors the
Lehman Brothers Aggregate Bond Index, the McGraw Hill Companies, Inc. sponsor
the Standard & Poor's 500 Composite Stock Price Index and the Standard & Poor's
MidCap 400 Composite Stock Index, and Frank Russell Company sponsors the
Russell 2000 Index (together referred to as "index sponsors"). The index
sponsors have no responsibility for and do not participate in the management of
the Portfolio assets or sale of the Portfolio shares. Each index and its
associated trademarks and service marks are the exclusive property of the
respective index sponsors. The Metropolitan Series Fund, Inc. Statement of
Additional Information contains a more detailed description of the limited
relationship the index sponsors have with MetLife and the Fund.

"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's 500", "S&P
MidCap 400", "Standard & Poor's MidCap 400", and "500" are trademarks of The
McGraw-Hill Companies, Inc. and references thereto have been made with
permission. The Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the Portfolio. For more detailed information, see
the discussion under "GENERAL INFORMATION--Index Sponsors" in the Statement of
Additional Information.

[SIDEBAR: Capitalization]

Capitalization measures the size of a company, based on the aggregate market
value of the company's outstanding stock. Different Portfolios may use
different definitions with respect to whether a company is classified as a
small-cap, mid-cap or large-cap company. Investments in companies that are less
mature or are small or mid-cap may present greater opportunities for capital
appreciation than investments in larger, more mature companies, but also
present greater risks including:
. greater price volatility because they are less broadly traded
. less available public information
. greater price volatility due to limited product lines, markets, financial
resources, and management experience.

43
<PAGE>

[SIDEBAR: Equity Securities]

Equity securities include common stocks, preferred stocks, convertible
securities and warrants. Equity securities may offer a higher rate of return
than debt securities. However, the risks associated with investments in equity
securities may also be higher, because the investment performance of equity
securities depends upon factors which are difficult to predict. Equity security
values may fluctuate in response to the activities of an individual company or
in response to general market, interest rate, and/or economic conditions.
Historically, equity securities have provided greater long-term returns and
have entailed greater short-term risk than other securities choices. Depending
on their terms, however, preferred stock and convertible securities may have
investment and risk characteristics more closely resembling those of debt
securities than those of other equity securities.

Common stocks represent ownership in a company and participate in company
profits through dividend payments or capital
appreciation after other claims are satisfied. Common stock generally has the
greatest potential for appreciation and depreciation of all corporate
securities (other than warrants) since the share price reflects the company's
earnings.

Preferred stocks represent an ownership interest in a company of a specified
rank (after bonds and before common stocks) with respect to dividend payments
and company assets. Preferred stock generally receives a dividend, but may also
omit or be in danger of omitting a dividend payment, in which case it would be
purchased for its capital appreciation potential.

Convertible securities generally are bonds or preferred stocks which can be
exchanged, through warrants or otherwise, into a specified number of shares of
the issuer's common stock. Convertible securities generally pay higher interest
or dividends than common stock but lower interest or dividends than non-
convertible securities.

Warrants are rights issued by the issuer of a security (usually common stock)
to purchase that security at a specified price for a specified period of time.
They do not represent an ownership interest in the issuing company, and their
prices do not necessarily parallel the prices of the underlying security.

[SIDEBAR: Debt ("Fixed Income") Securities]

Some of the many varieties of debt securities that the Portfolios may purchase
are described below. Most debt securities (other than those that have
"floating" interest rates) will increase in value if market interest rates
subsequently decrease and decrease in value if market interest rates
subsequently increase. In most market environments these variations tend to be
more pronounced the longer the security's remaining duration. Changes in the
issuer's perceived creditworthiness can also significantly affect the value of
any debt securities that a Portfolio holds.

Investment grade securities are rated by at least one nationally recognized
statistical rating organization in one of its top four rating categories, or if
unrated, the portfolio manager must determine that the securities are of
comparable quality. All other securities are considered below investment grade.
Below investment grade securities are also known as "junk bonds." Although they
generally provide higher yields, below investment grade fixed income
securities, and to a lesser extent, lower rated investment grade fixed income
securities, expose a Portfolio to greater risks than higher rated investment
grade securities including:
. the inability of the issuer to meet principal and interest payments
. loss in value due to economic recession or substantial interest rate
increases

44
<PAGE>

. adverse changes in the public's perception of these securities
. legislation limiting the ability of financial institutions to invest in these
securities
. lack of liquidity in secondary markets
. market price volatility

Mortgage-related securities represent a direct or indirect interest in a pool
of mortgages such as FNMAs, FHLMCs, Collateralized Mortgage Obligations
("CMOs"), and related securities including GNMAs and mortgage-backed
securities. They may be issued or guaranteed by U.S. government
instrumentalities or other entities whose obligation is securitized by the
underlying portfolio of mortgages or mortgage-backed securities. These
securities are valued based on expected prepayment rates. The risks associated
with prepayment of the obligations makes these securities more volatile in
response to changing interest rates than other fixed-income securities.
Interest only securities ("IOs") are entitled to interest payments from a class
of these securities and principal only securities ("POs") are entitled to
principal payments from a class of these securities. POs are more volatile in
response to changing interest rates than mortgage-related securities that
provide for interest payments. IOs also are extremely volatile and generally
experience a loss in value in the event prepayment rates are greater than
anticipated, which occurs generally when interest rates fall, and an increase
in value when interest rates rise.

Asset-backed securities represent a direct or indirect interest in a pool of
receivables such as automobile, credit cards, equipment leases, or student
loans. The issuers of the asset-backed securities are special purpose entities
that do not have significant assets other than the receivables securitizing the
securities. The collateral supporting these securities generally is of shorter
maturity than mortgage-related securities, but exposes a Portfolio to similar
risks associated with prepayment of the receivables prior to maturity.

Zero coupon securities credit interest at a specified rate but do not
distribute cash payments for interest as it falls due. These securities
fluctuate in value due to changes in interest rates more than comparable debt
obligations that pay periodic interest.

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Forward Foreign Currency Exchange Contracts obligate a Portfolio to purchase or
sell a specific currency on a specified date for a specified amount. They can
be used to hedge the currency risk relating to securities traded in or exposed
to a foreign currency. When used as a hedge, substitute or proxy currency can
also be used instead of the currency in which the investment is actually
denominated. This is known as proxy hedging. These contracts can also be used
to generate income or adjust a Portfolio's exposure to various currencies.

Synthetic Non-U.S. Money Market positions are created through the simultaneous
purchase of a U.S. dollar-denominated money market

45
<PAGE>

instrument and a forward foreign currency exchange contract to deliver U.S.
dollars for a foreign currency. These are purchased instead of foreign currency
denominated money market securities because they can provide greater liquidity.

Foreign Securities Risk Considerations.

Although Portfolios that invest in foreign securities may reduce their overall
risk by providing further diversification, the Portfolios will be exposed to
the risks listed below. In addition, these risks may be heightened for
investments in developing countries:
. adverse effects from changing political, social or economic conditions,
diplomatic relations, taxation or investment regulations
. limitations on repatriation of assets
. expropriation
. costs associated with currency conversions
. less publicly available information because foreign securities and issuers
are generally not subject to the reporting requirements of the SEC
. differences in financial evaluation because foreign issuers are not subject
to the domestic accounting, auditing and financial reporting standards and
practices
. lack of development or efficiency with respect to non-domestic securities
markets and brokerage practices (including higher, non-negotiable brokerage
costs)
. less liquidity (including due to delays in transaction settlement)
. more price volatility
. smaller options and futures markets, causing lack of liquidity for these
securities
. higher custodial and settlement costs
. change in net asset value of the Portfolio's shares on days when shareholders
will not be able to purchase or redeem Fund shares.

[SIDEBAR: American Depository Receipts ("ADRs")]

ADRs are U.S. dollar-denominated certificates issued by a U.S. bank or trust
company which represent the right to receive securities of a foreign issuer
deposited in a domestic bank or foreign branch of a U.S. bank. ADRs are traded
on domestic exchanges or in the U.S. over-the-counter market and are registered
domestically. These factors eliminate certain risks associated with investing
in foreign securities.

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

These securities may be registered domestically and traded on domestic
exchanges or in the U.S. over-the-counter market (e.g., Yankee securities). If
the securities are registered domestically, certain risk factors of investing
in foreign securities are eliminated. These securities may also be registered
abroad and traded exclusively in foreign markets (e.g., Eurodollar securities).

[SIDEBAR: Derivative Instruments]

Futures contracts are agreements to buy or sell a security, or deliver a final
cash settlement price in connection with an index, interest rate, currency, or
other contracts not calling for physical delivery, for a set price in the
future. A Portfolio must post an amount equal to a portion of the total market
value of the futures contract as initial margin, which is returned when a
Portfolio's obligations under the contract have been satisfied. From time to
time thereafter, the Portfolio may have to post variation margin to maintain
this amount as the market value of the contract fluctuates.

46
<PAGE>

. inability to close out or offset futures contract transactions at favorable
prices
. reduction of the Portfolio's income
. reduction in the value of the subject of the futures contract or of the
contract itself
. imperfect correlation between the value of the futures contract and the value
of the subject of the contract
. prices moving contrary to the portfolio manager's expectation

Call options give the purchaser the right to buy and obligate the seller to
sell an underlying security, currency, stock index (which is based on the
weighted average of the securities in the index), or futures contract at a
specified "exercise" price during the option period. There are certain risks to
a Portfolio that sells call options, including the inability to effect closing
transactions at favorable prices or to participate in the appreciation of the
subject of the call option above the exercise price. Purchasing call options
exposes a Portfolio to the risk of losing the entire premium it has paid for
the option.

Put options give the purchaser the right to sell and obligate the seller to
purchase an underlying security, currency, stock index (which is based on the
weighted average of the securities in the index) or futures contract at a
specified "exercise" price during the option period. There are certain risks to
a Portfolio that sells put options, including the inability to effect closing
transactions at favorable prices and the obligation to purchase the subject of
the put option at prices which may be greater than current market values or
exchange rates. Purchasing put options exposes a Portfolio to the risk of
losing the entire premium it has paid for the option if the option cannot be
exercised profitably.

Covered options involve a Portfolio's (a) segregating liquid assets with its
custodian that at all times at least equal the Portfolio's obligations under
such options, (b) holding an appropriate offsetting option or other derivative
instrument, or, (c) in the case of a call option sold by the Fund, owning the
securities or other investments subject to the option.

Hybrid instruments combine elements of futures contracts or options with
elements of debt, preferred equity, depository instruments, or other evidence
of indebtedness. A portion of or all interest payments to the Portfolio and/or
the principal or stated amount payable to the Portfolio at maturity,
redemption, or retirement of the hybrid instrument are determined by reference
to prices, changes in prices, or differences between prices of securities,
currencies, intangibles, goods, articles, or commodities or by another
benchmark such as an index or interest rate.

Hybrid instruments can be an efficient means of exposing a Portfolio to a
particular market in order to enhance total return. Hybrid instruments are
potentially more volatile and carry greater market risks than traditional debt
instruments. The risks of investing in these instruments reflect a combination
of the risks of investing in securities, options, futures and currencies.
Hybrid securities typically do not trade on exchanges. Hybrid instruments are
frequently (or may become) less liquid than other types of investments. They
also expose the Portfolio to losses if the other party to the transaction fails
to meet its obligations.

Portfolios use swaps, caps, floors and collars as risk management tools to
protect against changes in interest rates or in security or currency values, or

47
<PAGE>

to gain exposure to certain markets in an economical way. Swap transactions
involve an agreement where one party exchanges payments equal to a floating
interest rate, currency exchange rate or variation in interest rates or
currency indexes on a specified amount (the "notional amount"), and the other
party agrees to make payments equal to a fixed rate on the same amount for a
specified period. Caps give the purchaser the right to receive payments from
the seller to the extent a specified interest rate, currency exchange rate or
index exceeds a specified level during a specified period of time. Floors give
the purchaser the right to receive payments from the seller to the extent a
specified interest rate, currency exchange rate or index is less than a
specified level during a specified period of time. Collars give the purchaser
the right to receive payments from the seller to the extent a specified
interest rate, currency exchange rate or index is outside an agreed upon range
during a specified period of time.

A Portfolio will not use swaps, caps, floors or collars to leverage its
exposure to changing interest rates, currency rates, or security values. Nor
will a Portfolio sell interest rate caps, floors or collars unless it owns
securities that will provide the interest that the Portfolio may be required to
pay.

The use of swaps, caps and floors exposes the Portfolio to investment risks
different than those associated with other security transactions including:
. total loss of the Portfolio's investment in swaps and the sale of caps,
floors and collars (a Portfolio's purchase of caps, floors and collars can
result only in the loss of the purchase price)
. investment performance of the Portfolio can be worse than if these techniques
were not used if the assumptions used in entering into the transactions were
incorrect
. since these instruments generally do not trade on exchanges, a Portfolio may
not be able to enter into offsetting positions, or may suffer other losses,
if the other party to the transaction fails to meet its obligations
. more market volatility than other types of investments

[SIDEBAR: When-Issued Securities]

Purchasing securities "when-issued" is a commitment by a Portfolio to buy a
security before the security is actually issued. The amount of the Portfolio's
payment obligation and the security's interest rate are determined when the
commitment is made, even though no interest accrues until the security is
issued, which is generally 15 to 120 days later. The Portfolio will segregate
liquid assets with its custodian sufficient at all times to satisfy these
commitments. If the value of the security is less when delivered than when the
commitment was made, the Portfolio will suffer a loss.

[SIDEBAR: Securities Lending]

Securities lending involves lending some of a Portfolio's securities to
brokers, dealers and financial institutions. As collateral for the loan, the
Portfolio receives an amount that is at all times equal to at least 100% of the
current market value of the loaned securities. The Portfolio invests the
collateral in short-term high investment grade securities, or in a mutual fund
that invests in such securities. Securities lending can increase current income
for a Portfolio because the Portfolio continues to receive payments equal to
the interest and dividends on loaned securities. Also, the investment
experience of the cash collateral will inure to the Portfolio. Loans will not
have a term longer than 30 days and will be terminable at any time. As with any
extension of credit, securities lending exposes a Portfolio to some risks
including delay in recovery and loss of rights in the collateral if the
borrower fails financially.

48
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Managers
State Street Research &
Management Company
One Financial Center
Boston, Massachusetts 02111
(Principal Business Address)

Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
(Principal Business Address)

Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80206-4923
(Principal Executive Offices)

T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
(Principal Business Address)

Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
(Principal Executive Offices)

Harris Associates, LP
2 North LaSalle Street
Chicago, IL 60602
(Principal Executive Offices)

Neuberger Berman Management Inc.
605 Third Avenue
New York, NY 10158-0180
(Principal Executive Offices)

Putnam Investment Management, Inc.
One Post Office Square
Boston, Massachusetts 02109
(Principal Executive Office)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, State Street Research, Met-
ropolitan Tower, Loomis Sayles, T. Rowe Price, Janus, Scudder, Harris, Neu-
berger Berman or Putnam. This Prospectus does not constitute an offering in any
state in which such offering may not lawfully be made.
<PAGE>

How to learn more:

We have incorporated the Statement of Additional Information ("SAI") into this
Prospectus. That means the SAI is considered part of this Prospectus as though
it were included in it. The SAI contains more information about the Fund. Also,
the Fund's annual and semi-annual reports to shareholders (the "reports")
contain more information including information on each Portfolio's investments
and a discussion of the market conditions and investment strategies that
affected each Portfolio's performance for the period covered by the report.

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

You can also get information about the Fund (including the SAI) from the
Securities and Exchange Commission (a copying fee may apply) by visiting or
writing to its Public Reference Room or using its Internet site at:

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
E00048LJI (exp0501)MLIC-LD
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
FOR

METROPOLITAN SERIES FUND, INC.
May 1, 2000

The investment options ("Portfolios") currently offered by the Metropolitan
Series Fund, Inc. (the "Fund") are:

State Street Research Aggressive Neuberger Berman Partners Mid Cap
Growth Portfolio Value Portfolio

State Street Research Diversified Scudder Global Equity Portfolio
Portfolio
T. Rowe Price Large Cap Growth
State Street Research Growth Portfolio
Portfolio
T. Rowe Price Small Cap Growth
State Street Research Income Portfolio
Portfolio
Lehman Brothers(R) Aggregate Bond
State Street Research Money Market Index Portfolio
Portfolio

MetLife Stock Index Portfolio
State Street Research Aurora Small
Cap Value Portfolio

MetLife MidCap Stock Index Portfolio

Putnam International Stock Portfolio Morgan Stanley(R) EAFE Index Portfolio
(formerly Santander International
Stock Portfolio) Russell 2000(R) Index Portfolio

Putnam Large Cap Growth Portfolio

Harris Oakmark Large Cap Value
Portfolio

Janus Mid Cap Portfolio

Loomis Sayles High Yield Bond
Portfolio

This Statement of Additional Information ("SAI") is not a prospectus. It should
be read in conjunction with the Prospectus dated May 1, 2000. The annual report
for the Fund for the year ending December 31, 1999 accompanies this SAI and is
incorporated by reference. A copy of the May 1, 2000 Prospectus and the annual
report may be obtained, without charge, from Metropolitan Life Insurance
Company, One Madison Avenue, New York, New York 10010, Area 2H or by calling
(800) 553-4459.

E00048LJI (exp0501)MLIC-LD
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Headings Page
- -------- ----
<S> <C>
The Fund's Organization.................................................... B-2
Description of Some Investment Practices, Policies and Risk................ B-3
Certain Investment Limitations............................................. B-7
Investment Management Arrangements......................................... B-8
Directors and Officers of the Fund......................................... B-11
Placing Portfolio Transactions............................................. B-13
Shareholder Meetings....................................................... B-17
Voting..................................................................... B-17
Sale and Redemption of Shares.............................................. B-17
Pricing of Portfolio Securities............................................ B-17
Taxes...................................................................... B-19
General Information........................................................ B-20
Financial Statements....................................................... B-22
Appendix................................................................... B-23
</TABLE>

THE FUND'S ORGANIZATION

The Fund, an open-end management investment company, is a corporation that was
formed in Maryland on November 23, 1982. The Fund has 3 billion shares of
authorized common stock at $0.01 par value per share. The Board of Directors
may classify and reclassify any authorized and unissued shares. The Fund can
issue additional classes of shares without shareholder consent. The shares are
presently divided into classes (or series), including one for each Portfolio
consisting of 100 million shares (200 million shares for the State Street
Research Diversified, State Street Research Growth, and MetLife Stock Index
Portfolios). Each Portfolio, other than the Janus Mid Cap Portfolio, is
"diversified" for purposes of the Investment Company Act of 1940.

Each Portfolio's issued and outstanding shares participate equally in dividends
and distributions declared by such Portfolio and receive a portion (divided
equally among all of the Portfolio's outstanding shares) of the Portfolio's
assets (less liabilities) if the Portfolio is liquidated or dissolved.
Liabilities which are not clearly assignable to a Portfolio are generally
allocated among the Portfolios in proportion to their relative net assets. In
the unlikely event that any Portfolio has liabilities in excess of its assets,
the other Portfolios may be held responsible for the excess liabilities.

MetLife purchased shares of each of the Portfolios at their inception for its
general account. MetLife has sold some of those shares, but will not sell
shares if the sale would reduce the Fund's net worth below $100,000. MetLife
paid all of the organizational expenses of the Fund and will not be reimbursed.

B-2
<PAGE>

DESCRIPTION OF SOME INVESTMENT PRACTICES, POLICIES, AND RISKS

The information that follows expands on the similar discussion in the Fund's
Prospectus and does not describe every type of investment, technique, or risk
to which a Portfolio maybe exposed. Each Portfolio reserves the right, without
notice, to make any investment, or use any investment technique, except to the
extent that such activity would require a shareholder vote, as discussed below
under "Fundamental Policies."

Money market instruments generally have a remaining maturity of no more than 13
months when acquired by the Fund. They include the following:
. United States Government securities -- direct obligations (in the form of
Treasury bills, notes and bonds) of the United States Government, differing
mainly by maturity lengths.
. Government Agency Securities -- debt securities issued by agencies or
instrumentalities of the United States Government. They are backed by the
full faith and credit of the United States, guaranteed by the United States
Treasury, supported by the issuing agency's or instrumentality's right to
borrow from the United States Treasury, or supported by the issuing agency's
or instrumentality's credit. Agency securities include several of the types
of instruments discussed below under "Mortgage-Backed Securities."
. Certificates of Deposit -- generally short-term, interest-bearing negotiable
certificates issued by commercial banks or savings and loan associations
against funds deposited in the issuing institution. Any non-negotiable time-
deposits must mature in seven days or less.
. Bankers' Acceptances -- time drafts drawn by borrowers on commercial banks,
usually in connection with an international commercial transaction where both
the borrower and the bank guarantee the payment of the draft in its face
amount on the maturity date (which is usually within six months). These
securities are traded in secondary markets prior to maturity. The Portfolios
will not invest in non-negotiable bankers' acceptance maturing in more than 7
days.
. Commercial Paper -- short-term unsecured promissory notes issued by
corporations, usually to finance short-term credit needs. Commercial paper is
generally sold on a discount basis, with maturity from issue not exceeding
nine months. The Portfolios may purchase commercial paper with the highest
(two highest for the T. Rowe Price Large Cap Growth and T. Rowe Price Small
Cap Growth Portfolios) rating (and, for the State Street Research Money
Market Portfolio, it must also be rated in one of the top two "modifiers"
that indicate the best investment attributes of such rating) given by a
nationally recognized statistical rating organization ("NRSRO") or, if
unrated (a) of comparable quality or (b) issued by companies having
outstanding debt issues in with ratings with one of the top three ratings
given by an NRSRO (and for State Street Research Money Market Portfolio the
debt issues must be in the top two rating categories).
. Variable Amount Master Demand Notes -- commercial paper of companies that
permit the purchaser to lend varying investment amounts (up to the maximum
indicated in the note) at varying rates to the borrower. The borrower can
prepay the amount borrowed at any time with no penalty and the lender can
redeem the note at any time and receive the face value plus accrued interest.
No secondary market exists for these notes. The same rating/credit quality
requirements apply as described above for other forms of commercial paper.
. Non-convertible Corporate Debt Securities -- such as bonds and debentures
that will mature within a short time and that have credit characteristics
comparable to those required above for commercial paper.
. Repurchase Agreements -- the purchaser acquires ownership of another money
market instrument, and the seller agrees at the time of sale to repurchase
such other instrument at a specified time and price which determine the
purchaser's yield during the holding period. This insulates the purchaser
from market fluctuations unless the seller defaults. Repurchase agreements
are collateralized by cash or the purchased (or equivalent) underlying
instrument at all times at least equal in value to the price the Fund paid
for the underlying instrument plus interest accrued to date. The Fund can

B-3
<PAGE>

enter into repurchase agreements with primary dealers for periods not to
exceed 30 days. Repurchase agreements with a duration of more than 7 days are
considered illiquid. If the seller defaults on its repurchase obligation, the
Fund could experience a delay in recovery or inadequacy of the collateral and
a cost associated with the disposition of the collateral.
. Reverse Repurchase Agreements -- the sale of money market instrument by the
Fund with an agreement by the Fund to repurchase the instrument at a
specified time, price and interest payment. These agreements can be used when
interest income earned from the reinvestment of the proceeds (in money market
instruments with the same or shorter duration to maturity or resale) is
greater than the interest expense of the reverse repurchase transaction.
These agreements can also be used by the Fund as a form of borrowing and they
therefore are subject to the limitations regarding borrowing by the Fund. In
order to minimize the risk that it will have insufficient assets to
repurchase the instrument subject to the agreement, the Fund will keep in a
segregated account with its custodian liquid assets at least equal to the
value of the specified repurchase price or the proceeds received on the sale
subject to repurchase, plus accrued interest.

Mortgage-Related Securities
GNMA -- partial ownership interests in a pool of mortgage loans which are
individually guaranteed or insured by the Federal Housing Administration, the
Farmers Home Administration or the Veterans Administration. The GNMA
certificates are issued and guaranteed by the Government National Mortgage
Association, a U.S. Government corporation, and backed by the full faith and
credit of the United States.
FNMA and FHLMC -- partial ownership interests in pools of mortgage loans. FNMA
certificates are issued and guaranteed by the Federal National Mortgage
Association, a federally chartered, privately owned corporation and are not
backed by the U.S. Government (although the U.S. Secretary of the Treasury has
discretionary authority to lend it up to $2.25 billion). FHLMC certificates are
issued and guaranteed by the Federal Home Loan Corporation, a federally
chartered corporation owned by the Federal Home Loan Bank and are not backed by
the U.S. government (although the U.S. Secretary of the Treasury has
discretionary authority to lend it up to $2.25 billion).
Mortgage-backed securities -- may be issued by governmental or non-governmental
entities such as banks and other mortgage lenders. Non-governmental securities
may offer higher yield to the Fund but may also expose the Fund to greater
price fluctuation and risk than governmental securities. Many issuers guarantee
payment of interest and principal on the securities regardless of whether
payments are made on the underlying securities, which generally increases the
quality and security. Risks which affect mortgage-backed securities' market
values or yields, include actual or perceived interest rate changes,
creditworthiness of the issuer or guarantor, prepayment rates value of the
underlying mortgages and changes in governmental regulation or tax policies. In
addition, certain mortgage-related securities may be settled only through
privately owned clearing corporations whose solvency and creditworthiness are
not backed by the U.S. Government and whose operational problems may result in
delays in settlement or losses to a Portfolio. Mortgage-related securities
include:
. Mortgage-backed bonds, which are secured by a first lien on a pool of single-
family detached properties and are also general obligations of their issuers.
. Mortgage pass-through bonds, which are secured by a pool of mortgages where
the cash flow generated from the mortgage collateral pool is dedicated to
bond repayment.
. Stripped agency mortgage-backed securities, which are interests in a pool of
mortgages, where the cash flow has been separated into its interest only
("interest only" or "IOs") and principal only ("principal only" or "POs")
components. IOs or POs, other than government-issued IOs or POs backed by
fixed rate mortgages, are considered illiquid securities.
. Other mortgage-related securities, which are other debt obligations secured
by mortgages on commercial real estate or residential properties.

Below investment grade securities (or junk bonds) -- debt securities that are
not rated in
B-4
<PAGE>

(or judged to be of comparable quality to) one of the top four categories by an
NRSRO. These securities expose the Fund to more risks than higher rated
securities, including:
. greater doubt as to the issuer's capacity to pay interest and principal
. greater fluctuations in market values due to individual corporate
developments
. greater risk of default for various reasons including that (a) the issuers of
these securities tend to be more highly leveraged and may not have available
to them more traditional methods of financing and (b) the securities are
unsecured and are generally subordinated to debts of other creditors
. greater difficulty in obtaining accurate market quotations for valuation
purposes
. increased expenses to the extent the Fund must seek recovery due to a default
in payment
. less liquid trading markets

Restricted or illiquid securities -- securities for which there is no readily
available market. These securities are priced at fair value under procedures
approved by the Fund's Board of Directors. A Portfolio can sell restricted
securities only in privately negotiated transactions or in a public offering
registered with the Securities and Exchange Commission ("SEC"). Subsequent to
the purchase of a restricted security, SEC registration of such security may
become necessary and a Portfolio that owns the security may need to pay all or
part of the registration expenses and may need to wait until such registration
becomes effective before it can sell the security. In addition, the absence of
ready markets may delay a Portfolio's sale of an illiquid investment. Delays in
disposing of an investment expose a Portfolio to fluctuations in value for
longer periods than it desired.

Rule 144A securities -- securities that are not registered with the SEC but
under certain circumstances may be considered as liquid. Pursuant to procedures
approved by the Board of Directors, these securities are subject to ongoing
evaluation to monitor their liquidity, and the purchase of these securities
could have the effect of increasing the percent of a Portfolio's securities
invested in illiquid securities. Liquidity is evaluated based on various
factors including:
. the availability of trading markets for the security
. the frequency of trades and quotes
. the number of dealers and potential purchasers
. dealer undertakings to make a market
. the nature of the security and of the marketplace trades (including disposal
time, solicitation methods and mechanics of transfer)

Lending portfolio securities. The Fund may pay reasonable finders,
administrative and custodial fees to persons that are unaffiliated with the
Fund for services in connection with loans of its portfolio securities.
Payments received by a Portfolio equal to dividends, interest and other
distributions on loaned securities may be treated as income other than
qualified income for the 90% test discussed under "Taxes" below. The Fund
intends to engage in securities lending only to the extent that it does not
jeopardize its qualification as a regulated investment company under the
Internal Revenue Code (the "Code").

Options on securities, currencies and indices. Options that are traded on
recognized securities exchanges often have less of a risk of loss than those
sold "over-the-counter." A Portfolio will not sell the security or currencies
against which options have been written until after the option period has
expired, a closing purchase transaction is executed, a corresponding put or
call option has been purchased, or the sold option is otherwise covered. The
sale and purchase of options involves paying brokerage commissions and other
transaction costs. In addition, selling covered call options can increase the
portfolio turnover rate.

The purchase and sale of index options have additional risks. For example if
trading of certain securities in the index is interrupted, a Portfolio would
not be able to close out options which it had purchased or sold if restrictions
on exercise were also imposed. To address such liquidity concerns the Fund
limits use of index options to options on indices (a) with a sufficient number
of securities to minimize the likelihood of a trading halt and (b) for which
there is a developed secondary market.

A Portfolio will cover any option it has sold on a stock index by (a) if the
option is a call option, segregating with the Fund's custodian bank either (i)
cash or other liquid assets having a

B-5
<PAGE>

value that, when added to any related margin deposits, at all times at least
equals the value of the securities comprising the index, or (ii) securities
that substantially replicate changes in value of the securities in the index;
(b) if the option is a put option, segregating with the Fund's custodian bank
cash or other liquid assets having a value that, when added to any related
margin deposits, at all times at least equals the exercise price; or (c)
regardless of whether the option is a call or a put option, holding an
offsetting position in the same option at an exercise price that is at least as
favorable to the Fund.

Forward foreign currency exchange contracts. These contracts are traded in the
interbank market through currency traders. The traders do not charge a fee, but
they do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. The use of these contracts
involves various risks including:
. inability to enter into a contract at advantageous times or with respect to
the desired foreign currencies
. poor correlation between a currency's value and any proxy currency that a
Portfolio is using
. the creditworthiness of the counterparty to the transaction
. losses (or lost profits) due to unanticipated or otherwise adverse changes in
the relative value of currencies
. additional expense due to transaction costs or the need to purchase or sell
foreign currency on the spot market to correlate with the currency delivery
requirements of the contract

The Portfolios will cover outstanding forward currency contracts by maintaining
liquid portfolio securities denominated in or exposed to the currency
underlying the forward contract or the currency being hedged. To the extent
that a Portfolio is not able to cover its forward currency positions with
underlying portfolio securities, the Portfolio will have its bank custodian
segregate cash or liquid assets having a value equal to the aggregate amount of
such Portfolio's commitments under forward contracts. As an alternative to
segregating assets, a Portfolio may buy call options permitting such Portfolio
to buy the amount of foreign currency being hedged by a forward sale contract
or a Portfolio may buy put options permitting it to sell the amount of foreign
currency subject to a forward buy contract.

Swaps, caps, floors and collars. A Portfolio will not enter into any swap, cap,
floor or collar unless the portfolio manager thinks that the other party to the
transaction is creditworthy. If the other party defaults, the Portfolio may
have contractual remedies pursuant to agreements related to the transaction.
Portfolios for which swaps are a permissible investment can enter credit
protection swap arrangements which involve the sale by the Portfolio of a put
option on a debt security which is exercisable by the buyer upon certain
events, such as default by the referenced creditor on the underlying debt or a
bankruptcy event of the creditor.

The swap market has grown substantially in recent years and the swap market has
become relatively liquid due to a large number of banks and investment banks
acting as principals and agents and using standardized documentation. Caps,
floors and collars are more recent innovations and standardized documentation
has not yet been fully developed. For that reason they are less liquid than
swaps. Liquidity of swaps, caps, floors and collars will be evaluated based on
various factors including:
. the frequency of trades and quotations
. the number of dealers and prospective purchasers in the marketplace
. dealer undertakings to make a market
. the nature of the instrument (including demand or tender features)
. the nature of the marketplace (including the ability to assign or offset a
Portfolio's rights and obligations)

Futures contracts and options on futures contracts. A Portfolio will cover any
futures contract it has sold, or any call option it has sold on a futures
contract, by (a) segregating with the Fund's custodian bank (i) cash or other
liquid assets having a value that, when added to any related margin deposits,
at all times at least equals the value of the securities or currency on which
the futures contract (or related index) is based or (ii) securities or
currencies that substantially replicate changes in value of the securities or
currencies on which the futures contract (or related index) is based or (b)
holding an offsetting call option on that futures contract at the same or
better

B-6
<PAGE>

settlement price. A Portfolio will cover any futures contract it has
purchased, or any put option it has sold on a futures contract, by (a)
segregating with the Fund's custodian bank cash or other liquid assets having
a value that, when added to any related margin deposits, at all times at least
equals the amount payable upon settlement of such futures contract or (b)
holding an offsetting call option on that futures contract at the same or
better settlement price.

CERTAIN INVESTMENT LIMITATIONS

Fundamental policies are those that may not be changed without approval of the
outstanding voting shares of each affected Portfolio. If such a vote is
required, approval requires a favorable vote of at least the lesser of: (a)
67% of the shares represented (in person or by proxy) at a meeting and
entitled to vote thereon; or (b) if at least 50% of such shares are
represented at the meeting, a majority of those represented.

A policy is fundamental only if the Prospectus or this SAI states that it is
fundamental or that it may be changed only by shareholder vote. If the
Prospectus or SAI specifically states that one or more Portfolios may engage
in practices that would otherwise violate a fundamental policy, such exception
is also part of the Fund's fundamental policies. (On the other hand, any
policy set forth in the Prospectus that is more restrictive than any
fundamental policy on the same subject may be changed without any shareholder
vote.) Unless otherwise indicated, all restrictions apply only at the time of
purchase.

No Portfolio may:
. borrow money to purchase securities or purchase securities on margin
. engage in the underwriting of securities of other issuers except to the
extent that in selling portfolio securities it may be deemed to be a
"statutory" underwriter for purposes of the Securities Act of 1933
. issue senior securities
. sell call options which are not covered options
. sell put options other than to close out option positions previously entered
into
. invest in commodities or commodity contracts. In this regard, the following
aspects of the Prospectus's table of "Certain Investment Practices" are non-
fundamental: all of the prohibitions and limitations in item 9; the
recognized exchange requirement in, and the omission of any Portfolio that
invests in equity securities from, item 10; the recognized exchange
requirement and the limitations on purpose in item 11; and all of item 12,
except the requirement that the Portfolio must be authorized to use the
underlying futures contract.
. make loans but this shall not prohibit a Portfolio from entering into
repurchase agreements or purchasing bonds, notes, debentures or other
obligations of a character customarily purchased by institutional or
individual investors
. For purposes of the industry concentration limit in item 25 of the
Prospectus table, the following additional fundamental policies will apply:
domestic crude oil and gas producers, domestic integrated oil companies,
international oil companies, and oil service companies each will be deemed a
separate industry; money market instruments issued by a foreign branch of a
domestic bank will not be deemed to be an investment in a domestic bank.

No more than 5% of the Scudder Global Equity Portfolio's assets will be
committed to transactions in options, futures or other "derivative"
instruments that are intended for any purpose other than to protect against
changes in market values of investments the Portfolio owns or intends to
acquire, to facilitate the sale or disposition of investments for the
Portfolio, or to adjust the effective duration or maturity of fixed income
instruments owned by the Portfolio.

Non-Fundamental Policies are those that may be changed without approval of
shareholders. Unless otherwise indicated, all restrictions apply at the time
of purchase. The following non-fundamental policies are in addition to those
described elsewhere in the Prospectus or SAI.
. No Portfolio will acquire securities for the purpose of exercising control
over the management of any company
. At least 75% of a Portfolio's total assets must be: (a) securities of
issuers in which the Portfolio has not invested more than 5% of its total
assets, (b) voting securities of issuers as to which the Fund owns no more
than 10% of such securities, and (c) securities issued or guaranteed by the
U.S.

B-7
<PAGE>

government, its agencies or instrumentalities. These restrictions do not
apply to the Janus Mid Cap Portfolio.
. No Portfolio may make any short sale
. No Portfolio (except for the Janus Mid Cap Portfolio) may participate on a
joint or joint and several basis in any trading account in securities

Insurance Law Restrictions
The ability to sell contracts in New York requires that each portfolio manager
use his or her best efforts to assure that each Portfolio of the Fund complies
with the investment restrictions and limitations prescribed by Sections 1405
and 4240 of the New York State Insurance Law and regulations thereunder in so
far as such restrictions and limitations are applicable to investment of
separate account assets in mutual funds. Failure to comply with these
restrictions or limitations will result in the Insurance Companies ceasing to
make investments in that Portfolio for the separate accounts. The current law
and regulations permit the Fund to make any purchase if made on the basis of
good faith and with that degree of care that an ordinarily prudent person in a
like position would use under similar circumstances.

INVESTMENT MANAGEMENT ARRANGEMENTS

Investment Management Agreements and Sub-investment Management Agreements
MetLife and the Fund have entered into investment management agreements under
which MetLife has the primary management responsibility for the Fund's five
index Portfolios and overall responsibility for all Portfolios. In addition,
MetLife has entered into sub-investment management agreements for all other
Portfolios. For simplicity, each of MetLife and the sub-investment managers are
referred to as "managers" when discussing issues affecting all of them.

Each agreement continues from year to year with annual approval by (a) the
Board of Directors or a majority of that Portfolio's outstanding shares, and
(b) a majority of the Board of Directors who are not "interested persons" of
any party of the agreement. Each agreement may be terminated by any party to
the agreement, without penalty, with 60 days' written notice. Shareholders of a
Portfolio may vote to terminate an agreement as to services provided for that
Portfolio.

Managers make investment decisions and effect transactions based on information
from a variety of sources including their own securities and economic research
facilities. Managers are also obligated to provide office space, facilities,
equipment and personnel necessary to perform duties associated with their
designated Portfolio(s).

Payment of Fund Expenses
As detailed in the Prospectus, MetLife currently pays certain expenses for the
Harris Oakmark Large Cap Value, T. Rowe Price Large Cap Growth, Neuberger
Berman Partners Mid Cap Value, Putnam Large Cap Growth, State Street Research
Aurora Small Cap Value, Lehman Brothers Aggregate Bond Index, Russell 2000
Index, MetLife Mid Cap Stock Index and Morgan Stanley EAFE Index Portfolios to
the extent they exceed certain amounts.

Apart from any such payment by MetLife, each Portfolio bears its share of all
Fund expenses, including those for: (a) fees of the Fund's directors; (b)
custodian and transfer agent fees; (c) audit and legal fees; (d) printing and
mailing costs for the Fund's prospectuses, proxy material and periodic reports
to shareholders; (e) MetLife's investment management fee; (f) brokerage
commissions on portfolio transactions (including costs for acquisition,
disposition, lending or borrowing of investments); (g) Fund taxes; (h) interest
and other costs related to any Fund borrowing; and (i) extraordinary or one-
time expenses (such as litigation related costs).

All of the Fund's expenses, except extraordinary or one-time expenses, are
accrued daily.

B-8
<PAGE>

Management Fees
The Fund pays MetLife for its investment management services.
MetLife pays the sub-investment managers for their investment management
services.

The following table shows the fee schedules for the investment management fees
and sub-investment management fees as a percentage per annum of the average net
assets and the investment management fees paid to MetLife for each Portfolio:

<TABLE>
<CAPTION>
Sub-
Investment Investment
Management Management
Fee Fee Investment Management Fees
Average Schedule-- Average Schedule-- For the Year Ended December 31,
Daily Net % Per Daily Net % Per ----------------------------------
Portfolio Assets Annum Assets Annum 1997 1998 1999
- --------- ----------------- ---------- ----------------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
State Street Research .25% .25%
Money Market All assets $ 105,515 $ 105,727 $ 127,180

State Street Research
Growth 1st $500 million .55% .40% $7,305,001 $13,095,405 $15,804,021
next $500 million .50% .35%
over $1 billion .45% .30%

State Street Research
Income 1st $250 million .35% .27%
next $250 million .30% .22% $1,102,819 $ 1,514,111 $ 1,635,946
over $500 million .25% .17%

State Street Research
Diversified 1st $500 million .50% .35%
next $500 million .45% .30% $5,811,475 $10,067,374 $11,893,804
over $1 billion .40% .25%

State Street Research 1st $500 million .75% .55%
Aggressive Growth next $500 million .70% .50% $9,931,653 $ 9,539,534 $ 9,495,639
over $1 billion .65% .45%

Putnam Large Cap Growth 1st $500 million .80% 1st $150 million .50%
next $500 million .75% next $150 million .45% -- -- --
over $1 billion .70% over $300 million .35%

State Street Research .85% 1st $50 million .55%
Aurora 1st $500 million
Small Cap Value next $500 million .80% next $75 million .50%
over $1 billion .75% next $100 million .45% -- -- --
over $225 million .40%

Putnam International
Stock /1/ 1st $500 million .90% 1st $150 million .65%
next $500 million .85% next $150 million .55% $2,258,438 $ 2,161,315 $ 2,250,241
over $1 billion .80% over $300 million .45%

Loomis Sayles High Yield .70% .50%
Bond All assets $ 84,589 $ 266,117 $ 359,652

T. Rowe Price Small Cap .35%
Growth 1st $100 million .55%
next $300 million .50% .30% $ 187,380 $764,242 $ 1,040,413
over $400 million .45% .25%

T. Rowe Price Large Cap .50%
Growth 1st $50 million .70%
over $50 million .60% .40% -- $ 3,585 $ 181,312

Janus Mid Cap 1st $100 million .75% .55%
next $400 million .70% .50% $ 263,954 $ 1,584,660 $ 5,844,052
over $500 million .65% .45%

Scudder Global Equity 1st $50 million .90% .70%
next $50 million .55% .35% $ 201,758 $ 674,520 $ 884,558
next $400 million .50% .30%
over $500 million .475% .275%

Harris Oakmark Large Cap
Value 1st $250 million .75% 1st $100 million .45%
over $250 million .70% next $400 million .40% -- $ 6,470 $ 192,890
over $500 million .35%

Neuberger Berman .70% .50%
Partners 1st $100 million
Mid Cap Value next $250 million .675% .475% -- $ 6,314 $ 169,231
next $500 million .65% .45%
next $750 million .625% .425%
over $1.6 billion .60% .40%

</TABLE>

B-9
<PAGE>

<TABLE>
<CAPTION>
Sub-
Investment Investment
Management Management
Fee Fee Investment Management Fees
Average Schedule-- Average Schedule-- For the Year Ended December 31,
Daily Net % Per Daily Net % Per --------------------------------
Portfolio Assets Annum Assets Annum 1997 1998 1999
- --------- ---------- ---------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
MetLife Stock Index All Assets .25% N/A $3,961,131 $6,387,967 $9,091,545

Lehman Brothers All Assets .25% N/A -- $ 18,962 $ 239,612
Aggregate Bond Index

Russell 2000 Index All Assets .25% N/A -- $ 11.355 $ 172,630

Morgan Stanley EAFE(R) All Assets .30% N/A -- $ 9,366 $ 148,862
Index

MetLife Mid Cap Stock All Assets .25% N/A -- -- --
Index
</TABLE>

- --------
/1/For the years ended December 31, 1997, 1998 and 1999, a lower investment
management fee schedule was in effect for the Putnam International Stock
Portfolio. Thus, the investment management fees set forth herein were based
on the lower schedule. Such fees would have been higher if the revised fee
schedule had been in effect.

B-10
<PAGE>

DIRECTORS AND OFFICERS OF THE FUND

The Fund's Directors review actions of the Fund's investment manager and sub-
investment managers, and decide upon matters of general policy. The Fund's
officers supervise the daily business operations of the Fund. The Board of
Directors and the Fund's officers are listed below. Unless otherwise noted, the
address of each executive officer and director listed below is One Madison
Avenue, New York, New York 10010.

<TABLE>
<CAPTION>
Principal Occupation(s)
Name, (Age) and Address Position(s) with Fund During Past 5 Years
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Steve A. Garban (62)+ Director Retired, formerly Senior Vice-President
The Pennsylvania State Finance and Operations and Treasurer, The
University Pennsylvania State University
208 Old Main
University Park, PA
16802
- ------------------------------------------------------------------------------------------------
David A. Levene (60)* Chairman of the Board, Executive Vice-President, MetLife since
Chief Executive Officer 1996; prior thereto, Senior Vice-President
and Director and Chief Actuary
- ------------------------------------------------------------------------------------------------
Linda B. Strumpf (52) Director Vice-President and Chief Investment Officer,
Ford Foundation Ford Foundation
320 E. 43rd St.
New York, NY 10017
- ------------------------------------------------------------------------------------------------
Dean O. Morton (68)+ Director Retired, formerly Executive Vice-President,
3200 Hillview Avenue Chief Operating Officer and Director,
Palo Alto, CA 94304 Hewlett-Packard Company
- ------------------------------------------------------------------------------------------------
Michael S. Scott Morton Director Jay W. Forrester Professor of Management at
(61)+ Sloan School of Management, MIT
Massachusetts Institute
of
Technology ("MIT")
50 Memorial Drive
Cambridge, MA 02139-4307
- ------------------------------------------------------------------------------------------------
Arthur G. Typermass Director Retired, formerly Senior Vice-President and
(62)* Treasurer, MetLife
43 Chestnut Street
Garden City, NY 11530
- ------------------------------------------------------------------------------------------------
Dianne Johnson (48)* Controller Director -- Financial Management, MetLife
since 1999; Senior Technical Consultant --
Financial Management, MetLife 1997-1999;
prior thereto Technical Consultant --
Retirement and Savings Center
- ------------------------------------------------------------------------------------------------
Christopher P. Nicholas President and Chief Associate General Counsel, MetLife
(51)+* Operating Officer
- ------------------------------------------------------------------------------------------------
Janet Morgan (37)* Treasurer Assistant Vice-President, MetLife since
1997; prior thereto, Director
- ------------------------------------------------------------------------------------------------
Barbara Hume (46)* Vice-President Vice-President, MetLife since 1997; prior
thereto, Vice-President, Prudential
Investments
- ------------------------------------------------------------------------------------------------
Lawrence A. Vranka (60)* Vice-President Vice-President, MetLife
- ------------------------------------------------------------------------------------------------
Danne L. Bullock (31)* Secretary Associate Counsel, MetLife since February
2000; prior thereto, Branch Chief, U.S.
Securities & Exchange Commission
- ------------------------------------------------------------------------------------------------
Patricia S. Worthington Assistant Secretary Assistant Vice-President and Associate
(43)* Compliance Director of MetLife since 1997;
prior thereto Associate Counsel
- ------------------------------------------------------------------------------------------------
Nancy A. Turchio (31)* Assistant Secretary Legal Assistant, MetLife
- ------------------------------------------------------------------------------------------------
John Malatchi (30)* Assistant Controller Senior Technical Consultant -- Financial
Management, MetLife since 1996; prior
thereto, Technical Analyst -- Retirement and
Savings Center
- ------------------------------------------------------------------------------------------------
Jeanne Manning (49)* Assistant Controller Technical Consultant -- Financial
Management, MetLife since 1997; Accounting
Supervisor -- Retirement and Savings Center,
1995-1997; prior thereto, Associate
Accounting Analyst -- Retirement and Savings
Center
</TABLE>
- -----------
(*) Interested Person, as defined in the Investment Company Act of 1940 ("1940
Act"), of the Fund.
(+) Serves as a trustee, director and/or officer of one or more of the
following investment companies, each of which has a direct or indirect
advisory relationship with the Investment Manager or its affiliates: State
Street Research Financial Trust, State Street Research Income Trust, State
Street Research Money Market Trust, State Street Research Tax-Exempt Trust,
State Street Research Capital Trust, State Street Research Master
Investment Trust, State Street Research Equity Trust, State Street Research
Securities Trust, State Street Research Growth Trust, State Street Research
Exchange Trust and State Street Research Portfolios, Inc.

B-11
<PAGE>

The Directors have been compensated as follows:

<TABLE>
<CAPTION>
(3)
Pension or (5)
Retirement (4) Total
(2) Benefits Estimated Compensation
Aggregate Accrued Annual from the Fund
(1) Compensation as part of Benefits and Fund
Name of from Fund Upon Complex Paid
Director(b) Fund(a)(c) Expenses Retirement to Directors(b)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Linda B. Strumpf(d) 0 0 0 0
- -----------------------------------------------------------------------------
Steve A. Garban $30,750 0 0 $110,900
- -----------------------------------------------------------------------------
Malcolm T. Hopkins(f) $30,750 0 0 $103,450
- -----------------------------------------------------------------------------
Robert A. Lawrence(e) $ 8,000 0 0 $ 25,600
- -----------------------------------------------------------------------------
Dean O. Morton $27,750 0 0 $108,900
- -----------------------------------------------------------------------------
Michael S. Scott Morton $27,750 0 0 $113,000
- -----------------------------------------------------------------------------
David A. Levene 0 0 0 0
- -----------------------------------------------------------------------------
Arthur G. Typermass $26,750 0 0 $ 26,750
</TABLE>
- ------------
(a) For the fiscal year ended December 31, 1999.
(b) Complex is comprised of 10 trusts and two corporations with a total of 31
funds and/or series. "Total Compensation from the Fund and Fund Complex
Paid to Directors" is for the 12 months ended December 31, 1999.
(c) Directors and officers who are currently active employees of MetLife
receive no compensation for services rendered to the Fund other than their
regular compensation from MetLife or its affiliate of which they are
employees. Other directors who are not currently active employees of
MetLife receive a fee of $15,000 per year, plus $3,500 for each directors'
meeting they attend, $500 for each audit committee meeting they attend, and
reimbursement for out-of-pocket expenses related to such attendance.
Messrs. Garban and Hopkins also each receive $1,500 for attending any
contract committee meeting. The chairmen of the audit and contracts
committees each receive a fee of $1,500 for each full calendar year during
which he/she serves as chairman.
(d) Linda B. Strumpf was appointed to the Board effective May 1, 2000.
(e) Robert A. Lawrence resigned as a director effective April 1, 1999.
(f) Malcolm Hopkins, resigned as a director effective May 1, 2000.
- ------------
None of the above officers and directors of the Fund owns any stock of the
Fund.

B-12
<PAGE>

PLACING PORTFOLIO TRANSACTIONS

Each Portfolio's manager has day-to-day responsibility for selecting broker-
dealers who will process investment transactions for the Portfolio. The
managers follow similar policies and procedures for each Portfolio. When a
manager's policy or practice is significantly different, it is specifically
identified below. In the discussion that follows, the term broker-dealer
includes both brokers (brokerage firms who act as agents in purchases or sales
of portfolio investments by the Fund) and dealers (investment firms who act for
their own account in selling or purchasing securities to or from the Fund).

Codes of Personal Conduct
The Fund has adopted a code of conduct for its officers, directors and other
personnel. Among other things this code regulates (although it does not
absolutely prohibit) transactions by such persons in securities of a type in
which the Portfolios of the Fund may and do invest. The investment managers and
the sub-investment managers have adopted codes of conduct that are similar to
the Fund's.

Primary Policy
Each manager's primary policy is to get prompt and reliable execution of orders
with the most favorable overall net prices to the Fund. To this end, when
selecting the best broker-dealer for a given transaction, each manager will
consider one or more of the following:
. the price of the security or instrument
. the nature of the market for the security or instrument
. the size and difficulty of the order
. the execution experience of the broker-dealer with respect to specific
markets or securities (see, for example, "Fixed Income Securities" and "Over-
the-Counter Securities Market" below)
. confidentiality
. the broker-dealer's financial responsibility
. the competitiveness of the commission or spread (see "Competitiveness of
Commission Rates and Net Prices" below)
. proven integrity and reliability
. the quality of execution
. the broker-dealer's research and statistical services and capabilities (see
"Research and Statistical Services" below)
. the broker-dealer's capital clearance and settlement capabilities
. desired timing of the trade
. any broker rebate of commissions to pay Portfolio expenses under any
"directed brokerage" arrangements (see "Directed Brokerage" below)

Research and Statistical Services
When more than one firm satisfies the Portfolio's other standards, managers may
consider the range of services and capabilities that those broker-dealers
provide, including:
. recommendations and advice about market projections and data, security
values, asset allocation and portfolio evaluation, purchasing or selling
specific securities, and portfolio strategy
. seminars, information, analyses, and reports concerning companies,
industries, securities, trading markets and methods, legislative and
political developments, changes in accounting practices and tax law, economic
and business trends, proxy voting, issuer credit-worthiness, technical charts
and portfolio strategy
. access to research analysts, corporate management personnel, industry
experts, economists, government representatives, technical market measurement
services and quotation services, and comparative performance evaluation
. products and other services including financial publications, reports and
analysis, electronic access to data bases and trading systems, computer
equipment, software, information and accessories
. statistical and analytical data relating to various investment companies,
including historical performance, expenses and fees, and risk measurements

In most cases, these services supplement a manager's own research and
statistical efforts. Research and statistical information and materials are
generally subject to internal analysis before being incorporated into a
manager's investment process.

Generally, services are received primarily in the form of written reports,
computer generated services, telephone contacts and personal meetings. Often
managers use internal surveys and other methods to evaluate the quality of
research and other services provided by various broker-dealer firms. Results of
these studies are available to the managers' trading departments for use when
selecting broker-dealers to execute portfolio transactions.

B-13
<PAGE>

Multiple Uses for Services The same research and statistical products and
services may be useful for multiple accounts. Managers may use such products
and services when managing any of their investment accounts. Therefore,
managers may use research and statistical information received from broker-
dealers who have handled transactions for any such account (which may or may
not include any Portfolio) in the management of the same or any such other
account (which, again, may or may not include that Portfolio). If any research
or statistical product or service has a mixed use, so that it also serves
functions other than assisting in a manager's investment decision process, then
the manager may allocate the costs and value accordingly. Only the portion of
the cost or value attributable to a product or service that assists the manager
with the investment decision process may be considered by the manager in
allocating transactions to broker-dealers.

Competitiveness of Commission Rates and Net Prices
Brokerage and other services furnished by broker-dealers are routinely reviewed
and evaluated. Managers try to keep abreast of commission structures and the
prevalent bid/ask spread of the market and/or security in which transactions
for the Portfolios occur. Commissions on foreign transactions are often higher
and fixed, unlike in the United States where commission rates are negotiable.
Against this backdrop, managers evaluate the reasonableness of a commission or
net price for each transaction.

Other considerations which determine reasonableness of a broker-dealer's
commission rates or net prices include:
.the difficulty of execution and settlement
. the size of the transaction (number of shares, dollar amount, and number of
clients involved)
. historical commission rates or spreads
. rates and prices quoted by other brokers and dealers
. familiarity with commissions or net prices paid by other institutional
investors
. the level and type of business done with the broker-dealer over time
. the extent to which broker or dealer has capital at risk in the transaction

After considering a combination of all the factors, managers may not
necessarily select the broker with the lowest commission rate or the dealer
with the lowest net price. Managers may or may not ask for competitive bids
based on their judgment as to whether such bids would have a negative effect on
the execution process.

Compensating Broker-Dealers for Non-Execution Services

Managers do not intentionally pay a broker-dealer brokerage commission or net
price that is higher than another firm would charge for handling the same
transaction in a recognition of services (other than execution services)
provided.

This is an area where differences of opinion as to fact and circumstances may
exist, however. Therefore, to the extent necessary, managers rely on Section
28(e) of the Securities Exchange Act of 1934, which permits managers to pay
higher commission rates if the manager determines in good faith that the rate
is reasonable in relation to the value of the brokerage, research and
statistical services provided.

Accordingly, while it is difficult to determine any extent to which commission
rates or net prices charged by broker-dealers reflect the value of their
services, managers expect commissions to be reasonable in light of total
brokerage and research services provided by each particular broker. Although it
is also difficult to place an exact dollar value on research and statistical
services received from broker-dealers, the managers believe that these services
tend to reduce the Portfolio's expenses in the long-run.

When purchasing securities for a Portfolio in fixed price underwriting
transactions, managers follow instructions received from the Fund as to the
allocation of new issue discounts, selling concessions and designations to any
brokers or dealers which provide the Fund with research, performance
evaluation, master trustee and other services. Absent instructions from the
Fund, the manager may make such allocations to broker-dealers which provide it
with research, statistical, and brokerage services.

Brokerage Allocation Agreements and Understandings Managers may pay cash for
certain services provided by external sources or

B-14
<PAGE>

choose to allocate brokerage business as compensation for the services.
Managers do not have fixed agreements with any broker-dealer as to the amount
of brokerage business which that firm may expect to receive because of the
services they supply. However, managers may have understandings with certain
firms which acknowledge that in order for such firms to be able to continuously
supply certain services, they need to receive allocation of a specified amount
of brokerage business. These understandings are honored to the extent possible
in accordance with the policies set forth above.

Managers have internal brokerage allocation procedures for that portion of
their discretionary client brokerage business where more than one broker-dealer
can provide best price and execution. In such cases, managers make judgments as
to the level of business which would recognize any research and statistical
services provided. In addition, broker-dealers sometimes suggest a level of
business they would like to receive in return for the various brokerage,
research and statistical services they provide. The actual brokerage received
by any firm may be less than the suggested allocations but can, and often do,
exceed the suggestions, because the total business is allocated on the basis of
all the considerations described above. Broker-dealers are never excluded from
receiving business because they do not provide research or statistical
services.

Directed Brokerage
On behalf of the Portfolios, the Fund may request that managers also consider
directed brokerage arrangements, which involve rebates of commissions by a
broker-dealer to pay Portfolio expenses. The Fund may condition its requests by
requiring that managers effect transactions with specified broker-dealers only
if the broker-dealers are competitive as to price and execution. While the Fund
believes that overall this practice can benefit the Fund, in some cases
managers may be unable to negotiate commissions or obtain volume discounts or
best execution and commissions charged under directed brokerage arrangements
may be higher than those not using such arrangements. Directed brokerage
arrangements may also result in a loss of the possible advantage from
aggregation of orders for several clients as a single transaction for the
purchase or sale of a particular security. Among other reasons why best
execution may not be achieved using directed brokerage arrangements is that in,
an effort to achieve orderly execution of transactions, execution of orders
using directed brokerage arrangements may, at the discretion of the trading
desk, be delayed until execution of other orders have been completed. The Board
of Directors will monitor directed brokerage transactions to help ensure that
they are in the best interest of the Fund and its shareholders.

Fixed Income Securities
Fixed income securities are generally purchased from the issuer or a primary
market-maker acting as principal for the securities on a net basis, with no
brokerage commission paid, although the price usually includes undisclosed
compensation. Transactions placed through dealers serving as primary market-
makers reflect the spread between the bid and asked prices known as a dealer's
mark-up. Securities may also be purchased from underwriters at prices which
include underwriting fees paid by the issuer.

Over-the-Counter Securities Market
Orders through the over-the-counter securities market are placed with the
principal market-makers for the security, unless a more favorable result is
available elsewhere. A principal market-maker is one who actively and
effectively trades in the relevant security.

Bunching of Orders
When securities are purchased or sold for a Portfolio, managers may also be
purchasing or selling the same securities for other accounts. Managers may
group orders of various accounts for execution to get lower prices and
commission rates. To be fair to all accounts over time, managers allocate
aggregate orders executed in a series of transactions or orders in which the
amount of securities available does not fill the order or price requirements at
the average price and, as nearly as practicable, on a pro-rata basis in
proportion to the amounts intended to be purchased or sold by each account.
Managers also consider the investment objectives, amount of money available to
invest, order size, amount an account already has committed to the investment,
and relative investment risks. While the Fund believes this practice
contributes to better overall execution of portfolio transactions, occasionally
this policy may adversely affect the price or number of

B-15
<PAGE>

shares in a particular Portfolio's transaction caused by either increased
demand or supply of the security involved in the transaction.

The Board of Directors has adopted procedures governing bunching to ensure that
bunching remains in the best interest of the Fund and its shareholders. Because
the procedures do not always adequately accommodate all facts and
circumstances, exceptions are made to the policy of allocating trades on an
adjusted, pro-rata basis. Exceptions to the policy may include not aggregating
orders and/or reallocating to:
. recognize a manager's negotiation efforts
. eliminate de minimus positions
. give priority to accounts with specialized investment policies and objectives
. give special consideration of an account's characteristics (such as
concentrations, duration, or credit risk)
. avoid a large number of small transactions which may increase custodial and
other transaction costs (which effect smaller accounts disproportionately)

Depending on the circumstances, such exceptions may or may not cause an account
to receive a more or less favorable execution relative to other accounts.

Harris Associates L.P. may use its affiliate, Harris Associates Securities
L.P., and Neuberger Berman Management Inc. may use its affiliate, Neuberger
Berman, LLC (the "affiliated brokers") as brokers for effecting securities
transactions for the respective portfolios for which they are the managers. The
Board of Directors, including a majority of the directors who are not
"interested" directors, has determined that securities transactions for a
Portfolio may be executed through these affiliated brokers, if, in the judgment
of the manager, the use of the affiliated broker is likely to result in prices
and execution at least as favorable to the Portfolio as those available from
other qualified brokers and, if, in such transactions, the affiliated broker
charges the Portfolio commission rates at least as favorable as those charged
by the affiliated broker to comparable unaffiliated customers in similar
transactions. The Board of Directors has adopted procedures designed to provide
that commissions, fees or other remuneration paid to affiliated brokers are
consistent with this standard. The Portfolios will not effect principal
transactions with affiliated brokers.

Brokerage commissions paid to Harris Associates Securities, L.P. during 1999
totaled $50,582. This represented 70.37% of the total commissions paid by the
Harris Oakmark Large Cap Value Portfolio during 1999 and 72% of the aggregate
dollar amount of transactions involving payment of commissions for that
Portfolio during 1999.

Brokerage commission paid to Neuberger Berman, LLC during 1999 totaled $16,175.
This represented 11% of the total commissions paid by the Neuberger Berman
Partners Mid Cap Value Portfolio during 1999 and 12% of the aggregate dollar
amount of transactions involving payment of commissions for that Portfolio
during 1999.

The following table shows the brokerage commissions paid by the Fund for each
of the Portfolios for the years ended December 31, 1997, 1998 and 1999:

<TABLE>
<CAPTION>
Portfolio 1997 1998 1999
<S> <C> <C> <C>
State Street Research
Money Market N/A N/A N/A
State Street Research N/A N/A N/A
Income
State Street Research $1,771,904 $2,204,538 $2,669,281
Diversified
State Street Research $3,228,651 $4,486,471 $5,614,065
Growth
State Street Research $5,031,886 $3,260,411 $2,687,582
Aggressive Growth
Putnam $3,009,725 $2,313,364 $1,584,912
International Stock
Loomis Sayles High $ 4,236 $ 6,463 $ 1,966
Yield Bond
T. Rowe Price Small $ 84,657 $ 174,688 $ 180,042
Cap Growth
T. Rowe Price Large N/A $ 5,222 $ 55,158
Cap Growth
Janus Mid Cap $ 139,969 $ 482,758 $1,007,044
Scudder Global Equity $ 143,783 $ 165,847 $ 183,800
Harris Oakmark Large N/A $ 12,228 $ 71,883
Cap Value
Neuberger Berman N/A $ 11,875 $ 126,856
Partners Mid Cap Value
MetLife Stock Index $ 341,117 $ 469,162 $ 369,088
Lehman Brothers N/A N/A N/A
Aggregate Bond Index
Russell 2000 Index N/A $ 41,989 $ 150,280
</TABLE>

B-16
<PAGE>

<TABLE>
<S> <C> <C> <C>
Morgan Stanley EAFE N/A $79,325 $198,582
Putnam Large Cap Growth N/A N/A N/A
State Street Research Aurora N/A N/A N/A
Small Cap Value
MetLife MidCap Stock Index N/A N/A N/A
</TABLE>

SHAREHOLDER MEETINGS

Regular annual shareholder meetings are not required and the Fund does not
expect to have regular meetings. For certain purposes, the Fund is required to
have a shareholder meeting. Examples of the reasons a meeting might be held are
to: (a) approve certain agreements required by securities laws; (b) change
fundamental investment objectives and restrictions of the Portfolios; and (c)
fill vacancies on the Board of Directors when less than a majority have been
elected by shareholders. Also, if 10% or more of the outstanding shares request
a shareholders' meeting, then by a vote of two-thirds of the Fund's outstanding
shares (as of a designated record date) a director may be removed from office.
The Fund assists with all shareholder communications. Except as mentioned
above, directors will continue in office and may appoint directors for
vacancies.

VOTING

Each share has one vote and fractional shares have fractional votes. Votes for
all Portfolios are generally aggregated. When there is a difference of
interests between the Portfolios, votes are counted on a per Portfolio basis
and not totaled. Shares in a Portfolio not affected by a matter are not
entitled to vote on that matter. A Portfolio-by-Portfolio vote may occur, for
example, when there are proposed changes to a particular Portfolio's
fundamental investment policies or investment management agreement.

Owners of Contracts supported by separate accounts registered as unit
investment trusts under the Investment Company Act of 1940 have certain voting
interests in Fund shares. The Contract prospectus attached to the Fund
Prospectus describes how Contract owners can give voting instructions for Fund
shares. Shares held by MetLife's general account or in a separate account not
registered as a unit investment trust vote in the same proportion as shares
held by the Insurance Companies in their separate accounts registered as unit
investment trusts.

SALE AND REDEMPTION OF SHARES

Portfolio shares, when issued, are fully paid and non-assessable. In addition,
there are no preference, preemptive, conversion, exchange
or similar rights, and shares are freely transferable. Shares do not have
cumulative voting rights.

MetLife need not sell any specific number of Fund shares. MetLife will pay the
Fund's distribution expenses and costs (which are those arising from activities
primarily intended to sell Fund shares).

The Fund may suspend sales and redemptions of a Portfolio's shares during any
period when (a) trading on the New York Stock Exchange is restricted or the
Exchange is closed (other than customary weekend and holiday closings); (b) an
emergency exists which makes disposing of portfolio securities or establishing
a Portfolio's net asset value impractical; or (c) the Securities and Exchange
Commission orders suspension to protect Portfolio shareholders.

If the Board of Directors decides that continuing to offer shares of one or
more Portfolios will not serve the Fund's best interest (e.g. changing market
conditions, regulatory problems or low Portfolio participation), the Fund may
stop offering such shares and, by a vote of the Board of Directors, may require
redemption (at net asset value) of outstanding shares in such Portfolio(s) upon
30 day's prior written notice to affected shareholders.

In the future, the Fund may offer shares to be purchased by separate accounts
of life insurance companies not affiliated with MetLife to support insurance
contracts they issue.

PRICING OF PORTFOLIO SECURITIES

Portfolio securities are priced as described in the table that follows. If the
data necessary to employ the indicated pricing methods are not available, the
investment will be assigned a fair value in good faith pursuant to procedures
approved by the Board of Directors. Such "fair value" pricing may also be used
if the customary pricing procedures are judged for any reason to result in an
unreliable valuation.

B-17
<PAGE>

PRICING OF SECURITIES CHART

<TABLE>
<CAPTION>
Value
Average Established by
Last Between Recognized
Last Spot Last Bid Exchange or
Sale Last Bid Price and Asked Other
(primary (primary (primary (primary Amortized Recognized
market) market) market) market) Cost* Sources
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Portfolio Securities All
Traded on Domestic Stock All Portfolios/2
Exchanges Portfolios/1/ L/2/ / except L
- ----------------------------------------------------------------------------------------------------------------
Portfolio Securities
Traded Primarily on
Non-Domestic All
Securities Exchanges Portfolios/1/
- ----------------------------------------------------------------------------------------------------------------
Securities Listed or All All
Traded on More than All Portfolios/3 Portfolios/2
One Exchange Portfolios/1/ / S/2/ / except S
- ----------------------------------------------------------------------------------------------------------------
Domestic Securities All
Traded in the Over Portfolios/1
the Counter Market / except S, L,
S/1/, NB/1/ L/1/ S/2/ NB and MM MM
- ----------------------------------------------------------------------------------------------------------------
Non-U.S. Securities All
Traded in the Over All Portfolios/2
the Counter Market Portfolios/1/ / except NB NB/2/
- ----------------------------------------------------------------------------------------------------------------
Short-term
Instruments with
Remaining Maturity
of Sixty Days or All
Less Portfolios/1/
- ----------------------------------------------------------------------------------------------------------------
Options on Securities,
Indices, or Futures All All
Contracts Portfolios/1/ Portfolios/2/
- ----------------------------------------------------------------------------------------------------------------
All
Currencies Portfolios/1/
- ----------------------------------------------------------------------------------------------------------------
All
Futures Contracts Portfolios/1/
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------
1. primary method used
2. if primary method is unavailable
3. if both primary and secondary methods are unavailable
L. Loomis Sayles High Yield Bond Portfolio Only
NB.Neuberger Berman Partners Mid Cap Value Portfolio Only
S. Scudder Global Equity Portfolio Only
MM.State Street Research Money Market Portfolio Only
* Amortized Cost Method: Securities are valued at the cost on the date of
purchase and thereafter, a constant proportionate amortization value is
assumed until maturity of any discount or premium (regardless of
fluctuating interest rates on the market value of the security).
Maturity is deemed to be the next date on which the interest rate is to
be adjusted. Note, using this method may result in different yield and
net asset values than market valuation methods.

B-18
<PAGE>

TAXES

The following summarizes some of the relevant tax considerations associated
with the Fund. It is not a complete explanation and should not substitute for
careful tax planning and consulting with individual tax advisers.

The Fund's tax attributes are allocated among the Portfolios as if they were
separate corporations. For example, if a Portfolio has a net capital loss for a
taxable year, including any allocated net capital loss carryforwards, such
loss(es) will only offset net capital gains of that Portfolio. Also, each
Portfolio stands alone to determine that Portfolio's net ordinary income or
loss.

The Fund currently qualifies (and intends to continue to qualify) as a
"regulated investment company" under the Code. To qualify, among other things,
each Portfolio must derive at least 90% of its gross income from dividends,
interest, payments for security loans, and gains or other income derived from
each Portfolio's business of investing in stocks, securities or foreign
currencies. As a regulated investment company, the Fund does not pay federal
income tax on net ordinary income and net realized capital gains distributed to
shareholders. A nondeductible 4% excise tax applies to any regulated investment
company on any excess of required distributions for the calendar year over the
amount actually distributed. The Fund must distribute 98% of its ordinary
income and capital gain net income. The Fund does not expect to incur excise
taxes.

Dividends paid by a Portfolio from its ordinary income, and distributions of
its net realized short-term capital gains, are taxable to the shareholder as
ordinary income. Generally, any of a Portfolio's income which represents
dividends on common or preferred stock of a domestic corporation (rather than
interest income), distributed to the Insurance Companies may be deducted as
dividends received, to the extent the deduction is available to a life
insurance company.

Distributions from the Fund's net realized long-term gains are taxable to the
Insurance Companies as long-term capital gains regardless of the holding period
of the Portfolio shares. Long-term capital gain distributions are not eligible
for the dividends received deduction.

Dividends and capital gains distributions may also be subject to state and
local taxes.

The Fund complies with section 817(h) of the Code and its related regulations.
This means that the Fund generally may issue shares only to life insurance
company segregated asset accounts (also referred to as separate accounts) that
fund variable life insurance or annuity contracts ("variable insurance
contracts") and the general account of MetLife which provided the initial
capital for the Portfolios. The prospectus for the Contracts discusses in more
depth the taxation of segregated asset accounts and of the Contract owner.

Section 817(h) of the Code and related regulations require segregated asset
accounts investing in the Portfolios to diversify. These diversification
requirements, which are in addition to those imposed on the Fund under the 1940
Act and under Subchapter M of the Code, may affect selection of securities for
the Portfolios. Failing to meet Section 817(h) requirements may have adverse
tax consequences for the insurance company offering the variable insurance
contract and result in immediate taxation of the contract owner if the
investment in the contract has appreciated in value.

The Treasury Department may possibly adopt regulations or the IRS may issue a
revenue ruling which may deem a Contract owner, rather than the insurance
company, to be treated as owner of the assets of a segregated asset account
based on the extent of investment control by the contract owner. As a result,
the Fund may take action to assure that a Contract continues to qualify as a
variable insurance contract under federal tax laws. For example, the Fund may
alter the investment objectives of a Portfolio or substitute shares of one
Portfolio for those of another. To the extent legally necessary, a change of
investment objectives or share substitution will only occur with prior notice
to affected shareholders, approval by a majority of shareholders and approval
by the Securities and Exchange Commission.

Several unique tax considerations arise in connection with a Portfolio which
may invest in foreign securities. The Portfolio may have to pay foreign taxes,
which could reduce its investment performance. Dividends paid by a Portfolio
corresponding to dividends paid by

B-19
<PAGE>

non-United States companies do not qualify for the dividends received
deduction.

Those Portfolios that invest substantial amounts of their assets in foreign
securities may make an election to pass through to the Insurance Companies any
taxes withheld by foreign taxing jurisdictions on foreign source income. Such
an election will result in additional taxable income and income tax to the
Insurance Companies. The amount of additional income tax, however, may be more
than offset by credits for the foreign taxes withheld, which are also passed
through. These credits may provide a benefit to the Insurance Companies.

GENERAL INFORMATION

Experts
The Board of Directors annually approves an independent auditor which is expert
in accounting and auditing. Deloitte & Touche LLP, 555 17th Street, Suite 3600,
Denver, CO, 80202, is the Fund's independent auditor. The Fund's financial
statements for the 12 months ended December 31, 1999 incorporated by reference
into this SAI have been audited by Deloitte & Touche LLP. The Fund relies on
this firm's report which appears with the financial statements.

Custodian Arrangement
State Street Bank and Trust Company of Boston, Massachusetts, is the custodian
of the assets of all Portfolios. The custodian's duties include safeguarding
and controlling the Fund's cash and investments, handling the receipt and
delivery of securities, and collecting interest and dividends on the Fund's
investments. Portfolio securities purchased in the United States are maintained
in the custody of State Street Bank, although such securities may be deposited
in the Book-entry system of the Federal Reserve System or with Depository Trust
Company. Except as otherwise permitted under applicable Securities and Exchange
Commission "no-action" letters or exemptive orders, the Fund holds foreign
assets in qualified foreign banks and depositories meeting the requirements of
Rule 17f-5 under the Investment Company Act of 1940.

Index Sponsors
The Prospectus describes certain aspects of the limited relationship the index
sponsors have with the Fund.

With respect to Standard & Poor's, neither the MetLife Stock Index Portfolio or
the MetLife Mid Cap Stock Index Portfolio is sponsored, endorsed, sold or
promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
("S&P"). S&P makes no representation or warranty, express or implied, to the
owners of either Portfolio or any member of the public regarding the
advisability of investing in securities generally or in either Portfolio
particularly or the ability of the S&P 500 Index or the S&P 400 MidCap Index to
track general stock market performance. S&P's only relationship to the Licensee
is S&P's grant of permission to the Licensee to use the S&P 500 Index or the
S&P 400 MidCap Index which are determined, composed and calculated by S&P
without regard to the Licensee or either Portfolio. S&P has no obligation to
take the needs of the Licensee or the owners of this Portfolio into
consideration in determining, composing or calculating the S&P 500 Index or the
S&P 400 MidCap Index.
S&P is not responsible for and has not participated in the determination of the
prices and amount of this Portfolio or the timing of the issuance or sale of
this Portfolio or in the determination or calculation of the equation by which
this Portfolio is to be converted into cash. S&P has no obligation or liability
in connection with the administration, marketing or trading of this Portfolio.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OR THE S&P 400 MIDCAP INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
LICENSEE, OWNERS OF THIS PORTFOLIO, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE S&P 500 INDEX OR THE S&P 400 MIDCAP INDEX OR ANY DATA INCLUDED THERE.
S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR THE S&P 400 MIDCAP INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT

B-20
<PAGE>

LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

In addition, with respect to Morgan Stanley, the Morgan Stanley EAFE (R) Index
Portfolio is not sponsored, endorsed, sold or promoted by Morgan Stanley.
Morgan Stanley makes no representation or warranty, express or implied, to the
owners of this Portfolio or any member of the public regarding the advisability
of investing in funds generally or in this Portfolio particularly or the
ability of the MSCI EAFE (R) index to track general stock market performance.
Morgan Stanley is the licensor of certain trademarks, service marks and trade
names of Morgan Stanley and of the MSCI EAFE (R) index which is determined,
composed and calculated by Morgan Stanley without regard to the issuer of this
Portfolio or this Portfolio. Morgan Stanley has no obligation to take the needs
of the issuer of this Portfolio or the owners of this Portfolio into
consideration in determining, composing or calculating the MSCI EAFE (R) index.
Morgan Stanley is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of this Portfolio to
be issued or in the determination or calculation of the equation by which this
Portfolio is redeemable for cash. Morgan Stanley has no obligation or liability
to owners of this Portfolio in connection with the administration, marketing or
trading of this Portfolio.

ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN
THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS
TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES,
OWNERS OF THE PORTFOLIO, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED
HEREUNDER OR FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER PARTY
MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY OTHER PARTY HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES. The MSCI EAFE (R) Index is the exclusive property of Morgan
Stanley. Morgan Stanley Capital International is a service mark of Morgan
Stanley and has been licensed for use by MetLife.

With respect to Frank Russell Company, the Russell 2000 Index Portfolio is not
promoted, sponsored or endorsed by, nor in any way affiliated with Frank
Russell Company. Frank Russell Company is not responsible for and has not
reviewed the Portfolio nor any associated literature or publications and Frank
Russell Company makes no representation or warranty, express or implied, as to
their accuracy, or completeness, or otherwise. Frank Russell Company reserves
the right at any time and without notice, to alter, amend, terminate or in any
way change its index. The Russell 2000(R) Index is a service mark of the Frank
Russell Company. Russell(TM) is a trademark of the Frank Russell Company. Frank
Russell Company has no obligation to take the needs of any particular fund or
its participants or any other product or person into consideration in
determining, composing or calculating the index. Frank Russell Company's
publication of the index in no way suggests or implies an opinion by Frank
Russell Company as to the attractiveness or appropriateness of investment in
any or all securities upon which the index is based. FRANK RUSSELL COMPANY

B-21
<PAGE>

MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE ACCURACY,
COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE INDEX OR ANY DATA INCLUDED IN
THE INDEX. FRANK RUSSELL COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING
THE USE, OR THE RESULTS OF USE, OF THE INDEX OR ANY DATA INCLUDED THEREIN, OR
ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE INDEX. FRANK RUSSELL
COMPANY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY
WARRANTY, OF ANY KIND, INCLUDING, WITHOUT MEANS OF LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEX
OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.

FINANCIAL STATEMENTS

The Fund's financial statements for periods ending December 31, 1999, and the
related schedules of investments for each Portfolio and report of independent
auditors thereon, are included in the Fund's annual report to shareholders for
1999 that accompanies this Statement of Additional Information and are
incorporated by reference into this SAI.

B-22
<PAGE>

APPENDIX

DESCRIPTION OF CERTAIN CORPORATE BOND AND DEBENTURE RATINGS

<TABLE>
<CAPTION>
Standard & Poor's Rating Group (S&P)
Rating Moody's Investor Service, Inc. (Moody's) Description Rating Description
- -----------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
Aaa Bonds with this rating are judged AAA An obligation with this rating
to be of the best quality, has the highest rating assigned
carrying the smallest degree or by S&P. The obligor's capacity to
investment risk. They are meet its financial commitment on
generally referred to as "gilt the obligation is extremely
edged." Interest payments are strong.
protected by a large or by an
exceptionally stable margin and
principal is secure. While the
various protective elements are
likely to change, such changes as
can be visualized are most
unlikely to impair the
fundamentally strong position of
such issues.
- -----------------------------------------------------------------------------------------------------------
Aa Bonds with this rating are judged AA An obligation with this rating
to be of high quality by all differs from the highest
standards. Together with the Aaa obligations only in small degree.
group, they comprise what are The obligor's capacity to meet
generally known as high-grade its financial commitment on the
bonds. They are rated lower than obligation is very strong.
the best bonds because margins of
protection may not be as large as
in Aaa securities or fluctuation
of protective elements may be of
greater amplitude or there may be
other elements present which make
the long-term risks appear
somewhat greater than in Aaa
securities.
- -----------------------------------------------------------------------------------------------------------
A Bonds with this rating possess A An obligation with this rating is
many favorable investment somewhat more susceptible to the
attributes and are to be adverse effects of changes in
considered as upper-medium-grade circumstances and economic
obligations. Factors giving conditions than obligations in
security to principal and higher-rated categories. However,
interest are considered adequate, the obligor's capacity to meet
but elements may be present which its financial commitment on the
suggest a susceptibility to obligation is still strong.
impairment sometime in the
future.
- -----------------------------------------------------------------------------------------------------------
Baa Bonds with this rating are BBB An obligation with this rating
considered as medium grade exhibits adequate protection
obligations, i.e., they are parameters. However, adverse
neither highly protected nor economic conditions or change
poorly secured. Interest payments circumstances are more likely to
and principal security appear lead to weakened capacity of the
adequate for the present but obligor to meet its financial
certain protective elements may commitment on the obligation.
be lacking or may be
characteristically unreliable
over any great length of time.
Such bonds lack outstanding
investment characteristics and in
fact have speculative
characteristics as well.
- -----------------------------------------------------------------------------------------------------------
Ba Bonds with this rating are judged BB An obligation with this rating
to have speculative elements; has significant speculative
their future cannot be considered characteristics, but is less
as well-assured. Often, the vulnerable to nonpayment than
protection of interest and bonds in the lower ratings.
principal payments may be very However, it faces major ongoing
moderate, and thereby not well uncertainties or exposure to
safeguarded during both good and adverse business, financial or
bad times over the future. economic conditions which could
Uncertainty of position lead to the obligor's inadequate
characterizes bonds in this capacity to meet its financial
class. commitment on the obligation.
- -----------------------------------------------------------------------------------------------------------
B Bonds with this rating generally B An obligation with this rating is
lack characteristics of the more vulnerable to nonpayment
desirable investment. Assurance than obligations rated BB, but
of interest and principal the obligor currently has the
payments of maintenance of other capacity to meet its financial
terms of the contract of any long commitment on the obligation.
period of time may be small. Adverse business, financial or
economic conditions will likely
impair the obligator's capacity
or willingness to meet its
financial commitment on the
obligation.
</TABLE>

B-23
<PAGE>

<TABLE>
<CAPTION>
Rating Moody's Investor Service, Inc. (Moody's) Description Rating Standard & Poor's Rating Group (S&P)Description
- --------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
Caa Bonds with this rating are of CCC An obligation with this rating is
poor standing. Such issues may be currently vulnerable to
in default or there may be nonpayment, and is dependent upon
present elements of danger with favorable business, financial,
respect to principal or interest. and economic conditions for the
obligor to meet its financial,
and economic commitment on the
obligation. In the event of
adverse business, financial or
economic conditions, the obligor
is not likely to have the
capacity to meet its financial
commitment on the obligation.
- --------------------------------------------------------------------------------------------------------------------------
Ca Bonds with this rating represent C An obligation with this rating
obligations which are speculative may be used to cover a situation
in a high degree. Such issues are where a bankruptcy petition has
often in default or have other been filed or similar action has
marked shortcomings. been taken, but payments on this
obligation are being continued.
- --------------------------------------------------------------------------------------------------------------------------
C Bonds with this rating are the D An obligation rated D is in
lowest rated class of bonds, and payment default. This rating
issues so rated can be regarded category is used when payments on
as having extremely poor an obligation are not made on the
prospects of ever attaining any date due even if the applicable
real investment standing. grace period has not expired,
unless S&P believes that such
payments will be made during such
grace period. This rating also
will be used upon the filing of a
bankruptcy petition on an
obligation are jeopardized.
- --------------------------------------------------------------------------------------------------------------------------
1 This modifier is used with Aa, A, (+)/(-) These modifiers are used with
Baa, Ba and B ratings and ratings from AA to CCC to show
indicates the bond possesses relative standing within the
strongest investment attributes rating category.
within the rating class.
- --------------------------------------------------------------------------------------------------------------------------
No Rating This might arise if: (1) an r This symbol attached to the
application for rating was not ratings of instruments with
received or accepted; (2) the significant non credit risks. It
issue or issuer belongs to a highlights risks to principal or
group of securities that are not volatility of expected returns
rated as a matter of policy; which are not addressed in the
(3) there is a lack of essential credit rating. Examples include:
data pertaining to the issue or obligations linked or indexed to
issuer; (4) the issue was equities, currencies or
privately placed in which case commodities; obligations exposed
the rating is not published in to severe prepayment risk such as
the Moody's publication; or interest only principal only
(5) the rating was suspended or mortgage securities; and
withdrawn because new and obligations with unusually risky
material circumstances arose, the interest terms, such as inverse
effects of which preclude floaters.
satisfactory analysis; there is
no longer available reasonable
up-to-date data to permit a
judgment to be formed; a bond is
called for redemption or for
other reasons.
</TABLE>

B-24
<PAGE>

DESCRIPTION OF COMMERCIAL PAPER RATINGS

B-25
<PAGE>

[LOGO OF METLIFE]

[LOGO OF STATE STREET RESEARCH]

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options currently offered by the Metropolitan Series Fund (the
"Fund") under this prospectus are:

State Street Research State Street Research
Aggressive Growth Portfolio Income Portfolio

State Street Research State Street Research
Diversified Portfolio Money Market Portfolio

State Street Research MetLife Stock Index
Growth Portfolio Portfolio

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................................... 2
Performance and Volatility........................................ 6
About the Investment Managers..................................... 11
Portfolio Turnover Rates.......................................... 12
Dividends, Distributions and Taxes................................ 12
General Information About the Fund and its Purpose................ 13
Sale and Redemption of Shares..................................... 13
Financial Highlights.............................................. 14
Appendix A--Certain Investment Practices.......................... 19
Appendix B--Description of Some Investments,
Techniques, and Risks............................................ 22
</TABLE>

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to particular Portfolios.]

Risk/Return Summary

About all the Portfolios

While certain of the investment techniques, instruments and risks associated
with each Portfolio are referred to in the discussion that follows, additional
information on these subjects appears in Appendix A and B to this Prospectus.
However, those discussions do not list every type of investment, technique, or
risk to which a Portfolio may be exposed. Further, the Portfolios may change
their investment practices at any time without notice, except for those
policies that this Prospectus or the Statement of Additional Information
("SAI") specifically identify as requiring a shareholder vote to change.
Unless otherwise indicated, all percentage limitations, as well as
characterization of a company's capitalization, are evaluated as of the date
of purchase of the security.

[SIDEBAR: State Street Research Aggressive Growth Portfolio]

About the State Street Research Aggressive Growth Portfolio:

Investment objective: maximum capital appreciation.

2
<PAGE>

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
less mature companies, smaller companies and companies with "special
situations;' " and "Growth investing." Volatility may be indicative of risk.
Please refer to the discussion under "Performance and Volatility."

[SIDEBAR: State Street Research Growth Portfolio]

About the State Street Research Growth Portfolio:

Investment objective: long-term growth of capital and income and moderate
current income.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" "Investing in less mature companies, smaller companies and
companies with "special situations';" "Growth Investing;" and "Value
investing." Volatility may be indicative of risk. Please refer to the
discussion under "Performance and Volatility."

[SIDEBAR: State Street Research Money Market Portfolio]

About the State Street Research Money Market Portfolio:

Investment objective: the highest possible current income consistent with
preservation of capital and maintenance of liquidity.

[SIDEBAR: State Street Research Income Portfolio]

About the State Street Research Income Portfolio:

Principal investment strategies: The Portfolio invests at least 65% of its
total assets in non-convertible debt securities in the three highest rating

3
<PAGE>

categories as determined by a nationally recognized statistical rating
organization ("NRSRO"), or of comparable quality ("top three ratings"). The
maturities of the debt securities the Portfolio invests in vary depending on
market values and trends and can be long-term (10 or more years), intermediate
term (1-10 years) or short-term (less than 1 year). The Portfolio may also
invest in debt securities that are not within the top three rating categories,
convertible securities and preferred stocks of companies that have senior
securities rated within the top three credit rating categories, as well as up
to 10% of total assets in common stocks acquired by conversion of convertible
securities or exercise of warrants attached to debt securities.

[SIDEBAR: State Street Research Diversified Portfolio]

About the State Street Research Diversified Portfolio:

Investment objective: high total return while attempting to limit investment
risk and preserve capital.

[SIDEBAR: MetLife Stock Index Portfolio]

MetLife Stock Index Portfolio:

Investment objective: to equal the performance of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index").

4
<PAGE>

common stock of all the companies in the S&P 500 Index. The stocks included in
the S&P 500 Index are issued by companies among those whose outstanding stock
have the largest aggregate market value, although stocks that are not among the
500 largest are included in the S&P 500 Index for diversification purposes. In
addition to securities of the type contained in its index, the Portfolio also
expects to invest, as a principal investment strategy, in securities index
futures contracts to simulate full investment in the index while retaining
liquidity, to facilitate trading, to reduce transaction costs or to seek higher
return when these derivatives are priced more attractively than the underlying
security. Also, since the Portfolio attempts to keep transaction costs low, the
portfolio manager generally will rebalance the Portfolio only if it deviates
from the actual index by a certain percent, depending on the company, industry,
and country, as applicable. MetLife monitors the tracking performance of the
Portfolio through examination of the "correlation coefficient." A perfect
correlation would produce a coefficient of 1.00. The Portfolio will attempt to
maintain a target correlation coefficient of at least .95.

5
<PAGE>

Performance and Volatility

State Street Research Agressive Growth

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

Investment Results
Average Annual Total Returns

As of December 31, 1999
---------------------------
1 Year 5 Years 10 Years
------ ------- --------
State Street Research
Agressive Growth 33.24% 17.65% 16.14%
----------------------------------------------------------
S&P 500 21.04% 28.54% 18.19%
----------------------------------------------------------

[GRAPH]

90 -10.34
91 66.41
92 10.39
93 22.63
94 -1.88
95 29.50
96 7.72
97 6.67
98 13.69
99 33.24

State Street Research Growth

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

Investment Results
Average Annual Total Returns

As of December 31, 1999
---------------------------
1 Year 5 Years 10 Years
------ ------- --------

State Street Research Growth 18.47% 25.96% 16.90%
----------------------------------------------------------
S&P 500 Index 21.04% 28.54% 18.19%
----------------------------------------------------------

[GRAPH]

90 -8.50
91 33.09
92 11.56
93 14.40
94 -3.25
95 33.14
96 22.18
97 28.36
98 28.18
99 18.47

6
<PAGE>

State Street Research Money Market

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

Investment Results
Average Annual Total Returns

As of December 31, 1999
---------------------------
1 Year 5 Years 10 Years
------ ------- --------
State Street Research
Money Market 4.89% 5.18% 5.06%
----------------------------------------------------------
IBC's All Taxable 30 Day 4.64% 5.04% 4.86%
----------------------------------------------------------

The seven day yield for this portfolio is 5.71% (simple
yield) and 5.87% (effective yield) for the seven days
ended December 31, 1999.

[GRAPH]

90 8.23
91 6.10
92 3.73
93 2.90
94 3.85
95 5.59
96 5.01
97 5.21
98 5.19
99 4.89

During the 10-year period shown in the bar chart, the highest return for a
quarter was 2.4% (quarter ended June 30, 1989) and the lowest return for a
quarter was 0.70% (quarter ended September 30, 1993).

State Street Research Income

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

Investment Results
Average Annual Total Returns

As of December 31, 1999
---------------------------
1 Year 5 Years 10 Years
------ ------- --------

State Street Research Income -2.28% 7.78% 9.69%
----------------------------------------------------------
Lehman Brothers Aggregate -0.82% 7.73% 7.70%
----------------------------------------------------------

[GRAPH]

90 10.03
91 17.31
92 6.91
93 11.36
94 -3.15
95 19.55
96 3.60
97 9.83
98 9.40
99 -2.28

State Street Research Diversified

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

Investment Results
Average Annual Total Returns

As of December 31, 1999
---------------------------
1 Year 5 Years 10 Years
------ ------- --------
State Street Research
Diversified 8.71% 17.94% 13.05%
----------------------------------------------------------
S&P 500 21.04% 28.54% 18.19%
----------------------------------------------------------
Lehman Brothers Aggregate -0.82% 7.73% 7.70%
----------------------------------------------------------

[GRAPH]

90 0.00
91 24.84
92 9.48
93 12.75
94 -3.06
95 27.03
96 14.52
97 20.58
98 19.64
99 8.71

7
<PAGE>

MetLife Stock Index

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

Investment Results
Average Annual Total Returns

As of December 31, 1999
----------------------------
1 Year 5 Years Inception
------ ------- ---------
MetLife
Stock Index 20.79% 28.01% 19.07%
-----------------------------------------------------------
S&P 500 21.04% 28.54% 19.57%
-----------------------------------------------------------

[GRAPH]

91 29.76
92 7.44
93 9.54
94 1.18
95 36.87
96 22.66
97 32.19
98 28.23
99 20.79

8
<PAGE>

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

Principal Risks of Investing in the Fund

The following briefly describes the principal risks that are associated with
one or more of the Fund's Portfolios.

This is a principal risk for the following Portfolios:
State Street Research Aggressive Growth, State Street Research Growth, State
Street Research Diversified and MetLife Stock Index.

This is a principal risk for the following Portfolios:
State Street Research Aggressive Growth, State Street Research Growth and State
Street Research Diversified.

This is a principal risk for the following Portfolios:
State Street Research Diversified, State Street Research Growth and MetLife
Stock Index.

This is a principal risk for the following Portfolios:
State Street Research Income and State Street Research Diversified.

9
<PAGE>

prepaid in lower yielding instruments. Also, debt obligations that can be
prepaid tend to increase less in value when interest rates decline, and
decrease more when interest rates rise, than otherwise similar obligations that
are not prepayable.

This is a principal risk for the following Portfolios:
State Street Research Income and State Street Research Diversified.

This is a principal risk for the following Portfolios:
State Street Research Growth and State Street Research Diversified.

This is a principal risk for the following Portfolios:
State Street Research Growth, State Street Research Aggressive Growth and State
Street Research Diversified.

Defensive Strategies

Except with respect to the MetLife Stock Index Portfolio, Portfolio managers
generally may use defensive strategies. These include holding greater cash
positions, short-term money market instruments or similar investments that are
not within the Portfolio's usual investment strategy, but do not violate any
prohibition to which the Portfolio is subject. Portfolio managers may use
defensive strategies when they believe that market conditions are not favorable
for profitable investing or when the portfolio manager is otherwise unable to
locate favorable investment opportunities. Adopting a defensive position,
however, can mean that a Portfolio would be unable to meet its investment
objective.

10
<PAGE>

[SIDEBAR: About MetLife]

About The Investment Managers

Metropolitan Life Insurance Company ("MetLife") has overall responsibility for
investment management for each Portfolio and day-to-day investment management
responsibility for the index Portfolio. (MetLife also performs general
administrative and management services for the Fund.) In addition, MetLife is
the Fund's principal underwriter and distributor. MetLife also manages its own
investment assets and those of certain affiliated companies and other entities.
MetLife is a life insurance company which sells insurance policies and annuity
contracts. As of December 31, 1999, MetLife had $420 billion in assets under
management.

[SIDEBAR: Portfolio management of the State Street Research Portfolios]

The following gives you information on the portfolio managers for certain of
the State Street Research Portfolios:

State Street Research Aggressive Growth Portfolio:

Catherine Dudley has been responsible for the Portfolio's day-to day management
since October 1999. A senior vice president, she joined State Street Research
in 1998. During the past five years, she has also served as a senior portfolio
manager at Chancellor Capital Management and as a portfolio manager at Phoenix
Investment Counsel.

State Street Research Diversified Portfolio:

State Street Research Growth Portfolio:

John T. Wilson has had primary responsibility for the Portfolio's day-to-day
management since 1996. A senior vice president, he joined State Street Research
in 1996. During the past five years, he has also served as a vice president of
Phoenix Investment Counsel.

State Street Research Income Portfolio:

11
<PAGE>

[SIDEBAR: Investment Management Fees]

The Fund pays MetLife monthly for its investment management services. MetLife
pays the sub-investment manager for their investment management services. There
is no separate charge to the Fund for the sub-investment management services.

Portfolio Turnover Rates

[SIDEBAR: Dividends are reinvested]

Dividends, Distributions and Taxes

The Fund intends to qualify as a regulated investment company under the tax law
and, as such distributes substantially all of each Portfolio's ordinary net
income and capital gains each calendar year as a dividend to the separate
accounts funding the Contracts to avoid an excise tax on certain undistributed
amounts. The Fund expects to pay no income tax. Dividends are reinvested in
additional full and partial shares of the Portfolio as of the dividend payment
date.

12
<PAGE>

General Information about the Fund and its Purpose

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

Sale and Redemption of Shares

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

Shares are sold and redeemed at a price equal to the net asset value without
any sales charges. The Insurance Companies purchase or redeem shares of each
Portfolio, based on, among other things: (1) the amount of net Contract
premiums or purchase payments transferred to the separate accounts; (2)
transfers to or from separate account investment divisions; (3) policy loans;
(4) loan repayments; and (5) benefit payments to be effected on a given date
under the Contracts. Generally, these purchases and redemptions are priced
using the Portfolio net asset value computed for the same date and time as are
used to price the corresponding Contract transaction.

Each Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued), deducting its
liabilities

13
<PAGE>

(including accrued expenses and dividends payable) and dividing the result by
the total number of the Portfolio's outstanding shares. To determine the value
of a Portfolio's assets, cash and receivables are valued at their face amounts.
Interest is recorded as accrued and dividends are recorded on the ex-dividend
date.

Securities, options and futures contracts held by the Portfolios are valued at
market value. Short-term debt instruments with a maturity of 60 days or less
held by all Portfolios and all debt instruments held by the State Street
Research Money Market Portfolio are valued on an amortized cost basis. When
market quotations are not readily available for securities and assets, or when
the Board of Directors determines that customary pricing procedures would
result in an unreliable valuation, they are valued at fair value as determined
by the Board of Directors. Such a fair value procedure could be followed, for
example, if (1) an event occurs after the time of the most recent available
market quotations that is likely to have affected the value of those securities
or (2) such market quotations for other reasons do not reflect information
material to the value of those securities. The possibility of fair value
pricing means that changes in a Portfolio's net asset value may not always
correspond to changes in quoted prices of a Portfolio's investments.

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

Financial Highlights

14
<PAGE>

FINANCIAL HIGHLIGHTS

Selected Data For a Share of Capital STATE STREET RESEARCH GROWTH PORTFOLIO
Stock Outstanding Throughout Period: ----------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- -------------- -------------- -------------- --------------
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period ......... $37.10 $31.92 $30.51 $27.56 $21.81
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income ....................... 0.23 0.36 0.44 0.36 0.35
Net realized and unrealized gain/(loss) ..... 6.38 8.52 7.72 5.78 6.83
----------- ----------- ----------- ----------- -----------
Total From Investment Operations ............ 6.61 8.88 8.16 6.14 7.18
----------- ----------- ----------- ----------- -----------
Less Distributions:
Dividends from net investment income ........ (0.24) (0.36) (0.44) (0.36) (0.35)
Distributions from net realized capital gains (4.33) (3.34) (6.31) (2.83) (1.08)
----------- ----------- ----------- ----------- -----------
Total Distributions ......................... (4.57) (3.70) (6.75) (3.19) (1.43)
----------- ----------- ----------- ----------- -----------
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ............... $39.14 $37.10 $31.92 $30.51 $27.56
- ----------------------------------------------------------------------------------------------------------------------------------
Total return ................................ 18.47% 28.18% 28.35% 22.18% 33.14%
Net assets at end of period (000's) ......... $3,623,316 $3,112,081 $2,349,062 $1,597,728 $1,094,751

Supplemental Data/Significant Ratios:
Operating expenses to average net assets .... 0.49% 0.53% 0.43% 0.29% 0.31%
Net investment income to average net assets . 0.59% 1.04% 1.37% 1.29% 1.46%
Portfolio turnover (1) ...................... 83.16% 74.29% 82.81% 93.05% 45.52%
<CAPTION>

Selected Data For a Share of Capital STATE STREET RESEARCH INCOME PORTFOLIO
Stock Outstanding Throughout Period: ----------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- -------------- -------------- -------------- --------------
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period ......... $12.78 $12.66 $12.36 $12.73 $11.32
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income ....................... 0.81 0.75 0.83 0.82 0.83
Net realized and unrealized gain/(loss) ..... (1.10) 0.42 0.38 (0.36) 1.38
---------- ---------- ---------- ---------- ----------
Total From Investment Operations ............ (0.29) 1.17 1.21 0.46 2.21
---------- ---------- ---------- ---------- ----------

Less Distributions:
Dividends from net investment income ........ (0.79) (0.80) (0.87) (0.81) (0.80
Distributions from net realized capital gains (0.02) (0.25) (0.04) (0.02) --
---------- ---------- ---------- ---------- ----------
Total Distributions ......................... (0.81) (1.05) (0.91) (0.83) (0.80)
---------- ---------- ---------- ---------- ----------
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ............... $11.68 $12.78 $12.66 $12.36 $12.73
- ----------------------------------------------------------------------------------------------------------------------------------
Total return ................................ (2.28)% 9.40% 9.83% 3.60% 19.55%
Net assets at end of period (000's) ......... $477,880 $526,854 $412,191 $383,395 $349,913

Supplemental Data/Significant Ratios:
Operating expenses to average net assets .... 0.38% 0.39% 0.38% 0.32% 0.34%
Net investment income to average net assets . 6.15% 6.13% 6.57% 6.64% 7.01%
Portfolio turnover (1) ...................... 183.16% 123.60% 121.92% 92.90% 102.88%
</TABLE>
- ---------------------
Footnotes Appear on Page 18.

15
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital STATE STREET RESEARCH MONEY MARKET PORTFOLIO
Stock Outstanding Throughout Period: ------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period ......... $10.35 $10.38 $10.44 $10.45 $10.48
- -------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income ....................... 0.51 0.54 0.54 0.53 0.59
--------- --------- --------- --------- ---------
Total From Investment Operations .......... 0.51 0.54 0.54 0.53 0.59
--------- --------- --------- --------- ---------
Less Distributions:
Dividends from net investment income ........ (0.52) (0.57) (0.60) (0.54) (0.62)
--------- --------- --------- --------- ---------
Total Distributions ....................... (0.52) (0.57) (0.60) (0.54) (0.62)
--------- --------- --------- --------- ---------
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ............... $10.34 $10.35 $10.38 $10.44 $10.45
- -------------------------------------------------------------------------------------------------------------------------
Total return ................................ 4.89% 5.19% 5.21% 5.01% 5.59%
Net assets at end of period (000's) ......... $51,545 $41,185 $39,480 $41,637 $40,456

Supplemental Data/Significant Ratios:
Operating expenses to average net assets .... 0.42% 0.48% 0.49% 0.43% 0.49%
Net investment income to average net assets . 4.81% 5.11% 5.08% 4.92% 5.39%
<CAPTION>

Selected Data For a Share of Capital STATE STREET RESEARCH DIVERSIFIED PORTFOLIO
Stock Outstanding Throughout Period: ------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period ......... $18.39 $16.98 $16.67 $15.95 $13.40
- -------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income ....................... 0.59 0.60 0.60 0.55 0.59
Net realized and unrealized gain/(loss) ..... 0.96 2.70 2.71 1.77 3.02
--------- --------- --------- --------- ---------
Total From Investment Operations ............ 1.55 3.30 3.31 2.32 3.61
--------- --------- --------- --------- ---------
Less Distributions:
Dividends from net investment income ........ (0.60) (0.57) (0.60) (0.53) (0.58)
Distributions from net realized capital gains (1.07) (1.32) (2.40) (1.07) (0.48)
--------- --------- --------- --------- ---------
Total Distributions ......................... (1.67) (1.89) (3.00) (1.60) (1.06)
--------- --------- --------- --------- ---------
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ............... $18.27 $18.39 $16.98 $16.67 $15.95
- -------------------------------------------------------------------------------------------------------------------------
Total return ................................ 8.71% 19.64% 20.58% 14.52% 27.03%
Net assets at end of period (000's) ......... $2,874,412 $2,656,987 $1,982,232 $1,448,841 $1,114,834

Supplemental Data/Significant Ratios:
Operating expenses to average net assets .... 0.45% 0.48% 0.40% 0.29% 0.31%
Net investment income to average net assets . 3.08% 3.39% 3.50% 3.38% 3.92%
Portfolio turnover (1) ...................... 123.77% 105.89% 114.79% 91.07% 79.29%
</TABLE>

- ---------------------
Footnotes Appear on Page 18.

16
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital STATE STREET RESEARCH AGGRESSIVE GROWTH PORTFOLIO
Stock Outstanding Throughout Period: ---------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- -------------- -------------- -------------- --------------

- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period ......... $29.53 $27.61 $27.11 $25.87 $22.05
- -----------------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss) ................ (0.12) (0.06) (0.03) (0.02) (0.01)
Net realized and unrealized gain/(loss) ..... 9.86 3.75 1.67 2.01 6.50
----------- ----------- ----------- ----------- -----------
Total From Investment Operations ........... 9.74 3.69 1.64 1.99 6.49
----------- ----------- ----------- ----------- -----------
Less Distributions:
Dividends from net investment income ........ -- -- -- -- --
Distributions from net realized capital gains (0.82) (1.77) (1.14) (0.75) (2.67)
----------- ----------- ----------- ----------- -----------
Total Distributions ........................ (0.82) (1.77) (1.14) (0.75) (2.67)
----------- ----------- ----------- ----------- -----------
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ............... $38.45 $29.53 $27.61 $27.11 $25.87
- -----------------------------------------------------------------------------------------------------------------------------------
Total return ................................ 33.24% 13.69% 6.67% 7.72% 29.50%
Net assets at end of period (000's) ......... $1,600,841 $1,431,337 $1,391,956 $1,321,849 $958,915

Supplemental Data/Significant Ratios:
Operating expenses to average net assets .... 0.72% 0.75% 0.81% 0.79% 0.81%
Net investment income to average net assets . (0.31)% (0.20)% (0.10)% (0.11)% (0.06)%
Portfolio turnover (1) ...................... 86.17% 97.39% 219.08% 221.23% 255.83%
<CAPTION>

Selected Data For a Share of Capital METLIFE STOCK INDEX PORTFOLIO
Stock Outstanding Throughout Period: ---------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- -------------- -------------- -------------- --------------
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period ......... $35.38 $28.78 $22.23 $18.56 $13.87
- -----------------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income ....................... 0.37 0.37 0.34 0.33 0.32
Net realized and unrealized gain/(loss) ..... 6.89 7.75 6.79 3.88 4.79
----------- ----------- ----------- ----------- -----------
Total From Investment Operations ............ 7.26 8.12 7.13 4.21 5.11
----------- ----------- ----------- ----------- -----------
Less Distributions:
Dividends from net investment income ........ (0.36) (0.36) (0.34) (0.33) (0.32)
Distributions from net realized capital gains (1.69) (1.16) (0.24) (0.21) (0.10)
----------- ----------- ----------- ----------- -----------
Total Distributions ......................... (2.05) (1.52) (0.58) (0.54) (0.42)
----------- ----------- ----------- ----------- -----------
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ............... $40.59 $35.38 $28.78 $22.23 $18.56
- -----------------------------------------------------------------------------------------------------------------------------------
Total return ................................ 20.79% 28.23% 32.19% 22.66% 36.87%
Net assets at end of period (000's) ......... $4,205,202 $3,111,919 $2,020,480 $1,122,297 $635,823

Supplemental Data/Significant Ratios:
Operating expenses to average net assets .... 0.29% 0.30% 0.33% 0.30% 0.32%
Net investment income to average net assets . 1.01% 1.21% 1.47% 1.91% 2.22%
Portfolio turnover (1) ...................... 8.77% 15.07% 10.69% 11.48% 6.35%
</TABLE>
- ---------------------
Footnotes Appear on Page 18.

<PAGE>

FINANCIAL HIGHLIGHTS

Notes:
------

<TABLE>
<CAPTION>
Portfolio Purchases Sales of Securities
--------- --------- -------------------
<S> <C> <C>
State Street Research Growth....................... $2,700,443,738 $2,676,686,614
State Street Research Income....................... 886,515,836 899,620,990
State Street Research Diversified.................. 3,417,074,990 3,289,086,228
State Street Research Aggressive Growth............ 1,131,998,384 1,485,574,884
MetLife Stock Index................................ 776,401,767 317,391,821
</TABLE>
See Notes to Financial Statements.

18
<PAGE>

Appendix A To Prospectus

Certain Investment Practices

<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
State Street Research Aggressive
1. Growth
2. State Street Research Diversified
3. State Street Research Growth
</TABLE>
<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
4. State Street Research Income
5. State Street Research Money Market
6. MetLife Stock Index
</TABLE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -----------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
1 Sell covered call options on securities and All None
stock indices as a hedge against or to
minimize anticipated loss in value.
- -----------------------------------------------------------------------------------------------------
2 Purchase put options on securities and All None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- -----------------------------------------------------------------------------------------------------
3 Purchase call options on securities and All None
indices that correlate with that Portfolio's
securities.
- -----------------------------------------------------------------------------------------------------
4 Purchase put options on currencies for 1,2,3,4 None
defensive purposes in order to protect
against anticipated declines in values on
currencies in which a Portfolio's securities
are or may be denominated.
- -----------------------------------------------------------------------------------------------------
5 Purchase call options on currencies that 1,2,3,4 None
correlate with the currencies in which the
Portfolio's securities may be denominated.
- -----------------------------------------------------------------------------------------------------
6 Purchase and sell otherwise permitted stock, 1,2,3,4 None
currency, and index put and call options
"over-the-counter" (rather than only on
established exchanges).
- -----------------------------------------------------------------------------------------------------
7 Purchase and sell futures contracts (on All, except 6 Combined limit on the sum of
recognized futures exchanges) on debt the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" as defined by the
Commodity Futures Trading
Commission)
- -----------------------------------------------------------------------------------------------------
8 Purchase and sell future contracts (on All, except Same as Item 4
recognized futures exchanges) on equity 4,5
securities or stock indices as a hedge or to
enhance return.
- -----------------------------------------------------------------------------------------------------
9 Sell covered call options on and purchase put All Same as Item 4
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
- -----------------------------------------------------------------------------------------------------
10 Enter into forward foreign currency exchange All, except 6 None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
- -----------------------------------------------------------------------------------------------------
11 Enter into forward foreign currency exchange 1,2,3,4 5% of total assets
contract for non hedging purposes.
- -----------------------------------------------------------------------------------------------------
12 Enter into transactions to offset or close All None
out any of the above.
- -----------------------------------------------------------------------------------------------------
13 Mortgage-related securities (except for IOs All None
and POs).
- -----------------------------------------------------------------------------------------------------
14 Mortgage related interest only (IOs) and 1,2,3,4 None
principal only (POs) securities.
- -----------------------------------------------------------------------------------------------------
15 Use swaps, caps, floors and collars on 1,2,3,4 None
interest rates, currencies and indices as a
risk management tool or to enhance return.
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -------------------------------------------------------------------------------
<C> <S> <C> <C>
16 Invest in foreign All 10% of total assets in
securities (including securities of foreign
investments through issuers, except 25% of total
European Depository assets may be invested in
Receipts ("EDRs") and securities issued, assumed
International Depository or guaranteed by foreign
Receipts ("IDRs")). governments or their
political subdivisions or
instrumentalities; assumed
or guaranteed by domestic
issuers; or issued, assumed
or guaranteed by foreign
issuers with a class
securities listed on the New
York Stock Exchange.*
- -------------------------------------------------------------------------------
17 Lend Portfolio All 20% of total assets*
securities.
- -------------------------------------------------------------------------------
18 Invest in securities that A. All, A. 15% of total assets
are illiquid. except 5
B. 5 B. 10% of total assets
- -------------------------------------------------------------------------------
19 Invest in other All 10% of total assets (except
investment companies, that only 5% of total assets
which may involve payment may be invested in a single
of duplicate fees. investment company and no
portfolio can purchase more
than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies having
the same investment adviser,
purchase more than 10% of
the voting stock of any
"closed-end" investment
company).
- -------------------------------------------------------------------------------
20 Invest in money market 1,2,3,4 None
instruments issued by a
commercial bank or
savings and loan
association (or its
foreign branch or agency)
notwithstanding that the
bank or association has
less than $1 billion in
total assets, is not a
member of the Federal
Deposit Insurance
Corporation, is not
organized in the U.S.,
and/or is not operating
in the U.S.
- -------------------------------------------------------------------------------
21 Invest assets in All 25% of total assets.
securities issued by Excluded from the 25%
companies primarily limitation are portfolios 2
engaged in any one and 5's: (a) money market,
industry. Provided that: securities, securities
(a) utilities will be issued or guaranteed by the
considered separate U.S. government, its
industries according to agencies or
type of service; instrumentalities; and (b)
(b) oil and oil related bank issued debt
companies will be securities.* (The Fund will
considered separate disclose when more than 25%
industries according to of a Portfolio's total
type; and (c) savings, assets are invested in four
loan associations, and oil related industries. For
finance companies will be all Portfolios except 6,
considered separate companies engaged in the
industries. business of financing may be
classified according to the
industries of their parent
or sponsor companies, or
industries that otherwise
most affect the financing
companies).
- -------------------------------------------------------------------------------
22 Borrow in the form of All Together with item 23, up to
short-term credits 1/3 of the amount by which
necessary to clear total assets exceed total
Portfolio transactions; liabilities (less those
enter into reverse represented by such
repurchase arrangements. obligations).*
- -------------------------------------------------------------------------------
23 Borrow money for All A. 5% of total assets*
extraordinary or
emergency purposes (e.g.
to honor redemption
requests which might
otherwise require the
sale of securities at an
inopportune time).
B. Together with item 23, up
to 1/3 of the amount by
which total assets exceed
total liabilities
(excluding the liabilities
represented by such
obligations).*
- -------------------------------------------------------------------------------
24 Purchase securities on a (All, except None
"when issued basis." 5)
- -------------------------------------------------------------------------------
25 Invest in real estate All, except 6 10% of total assets.* This
interests, including real limit shall not restrict
estate mortgage loans. investment in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ------------------------------------------------------------------------------
<C> <S> <C> <C>
26 Purchase American A. All, A Together with the assets
Depository Receipts except 6 referred to in Item 16
("ADRs"). above, 35% of total assets
B. 6 B. 30% of total assets
- ------------------------------------------------------------------------------
27 Invest in debt All None
securities.
- ------------------------------------------------------------------------------
28 Invest in preferred All None
stocks.
- ------------------------------------------------------------------------------
29 Invest in common stocks. All None
- ------------------------------------------------------------------------------
30 Invest in hybrid All None
instruments.
- ------------------------------------------------------------------------------
31 Enter into forward All None
contracts on debt
securities.
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted
* Policy may be changed only by shareholder vote.

21
<PAGE>

Appendix B To Prospectus

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

Description Of Some Investments, Techniques, And Risks

Investment Styles

The McGraw Hill Companies, Inc. sponsor the Standard & Poor's 500 Composite
Stock Price Index (referred to as "index sponsor"). The index sponsor has
responsibility for and does not participate in the management of the Portfolio
assets or sale of the Portfolio shares. The index and its associated trademarks
and service marks are the exclusive property of the index sponsor. The
Metropolitan Series Fund, Inc. Statement of Additional Information contains a
more detailed description of the limited relationship the index sponsor has
with MetLife and the Fund.

"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's 500", and
"500" are trademarks of The McGraw-Hill Companies, Inc. and references thereto
have been made with permission. The Portfolio is not sponsored, endorsed, sold
or promoted by Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in the Portfolio. For more detailed
information, see the discussion under "GENERAL INFORMATION--Index Sponsors" in
the Statement of Additional Information.

[SIDEBAR: Capitalization]

[SIDEBAR: Equity Securities]

22
<PAGE>

equity securities depends upon factors which are difficult to predict. Equity
security values may fluctuate in response to the activities of an individual
company or in response to general market, interest rate, and/or economic
conditions. Historically, equity securities have provided greater long-term
returns and have entailed greater short-term risk than other securities
choices. Depending on their terms, however, preferred stock and convertible
securities may have investment and risk characteristics more closely resembling
those of debt securities than those of other equity securities.

Common stocks represent ownership in a company and participate in company
profits through dividend payments or capital appreciation after other claims
are satisfied. Common stock generally has the greatest potential for
appreciation and depreciation of all corporate securities (other than warrants)
since the share price reflects the company's earnings.

[SIDEBAR: Debt ("Fixed Income") Securities]

23
<PAGE>

. lack of liquidity in secondary markets
. market price volatility

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Synthetic Non-U.S. Money Market positions are created through the simultaneous
purchase of a U.S. dollar-denominated money market instrument and a forward
foreign currency exchange contract to deliver U.S. dollars for a foreign
currency. These are purchased instead of foreign currency denominated money
market securities because they can provide greater liquidity.

24
<PAGE>

Foreign Securities Risk Considerations.

[SIDEBAR: American Depository Receipts ("ADRs")]

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

[SIDEBAR: Derivative Instruments]

25
<PAGE>

. reduction in the value of the subject of the futures contract or of the
contract itself
. imperfect correlation between the value of the futures contract and the value
of the subject of the contract
. prices moving contrary to the portfolio manager's expectation

26
<PAGE>

currency indexes on a specified amount (the "notional amount"), and the other
party agrees to make payments equal to a fixed rate on the same amount for a
specified period. Caps give the purchaser the right to receive payments from
the seller to the extent a specified interest rate, currency exchange rate or
index exceeds a specified level during a specified period of time. Floors give
the purchaser the right to receive payments from the seller to the extent a
specified interest rate, currency exchange rate or index is less than a
specified level during a specified period of time. Collars give the purchaser
the right to receive payments from the seller to the extent a specified
interest rate, currency exchange rate or index is outside an agreed upon range
during a specified period of time.

[SIDEBAR: When-Issued Securities]

[SIDEBAR: Securities Lending]

27
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Manager
State Street Research &
Management Company
One Financial Center
Boston, Massachusetts 02111
(Principal Business Address)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life or State Street Research.
This Prospectus does not constitute an offering in any state in which such of-
fering may not lawfully be made.
<PAGE>

How to learn more:

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
99042XJF(exp0501)MLIC-LD
<PAGE>

[LOGO OF METLIFE]

[LOGO OF STATE STREET RESEARCH]

[LOGO OF HARRIS ASSOCIATES L.P.]

[LOGO OF JANUS]

[LOGO OF LOOMIS SAYLES & COMPANY, L.P.]

[LOGO OF SCUDDER]

[LOGO OF PUTNAM]

[LOGO OF T. ROWE PRICE]

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options currently offered by the Metropolitan Series Fund (the
"Fund") under this prospectus are:

State Street Loomis Sayles
Research Diversified High Yield Bond
Portfolio Portfolio

State Street Scudder Global
Research Growth Equity Portfolio
Portfolio
T. Rowe Price Small
State Street Cap Growth Portfolio
Research Income
Portfolio Lehman
Brothers(R)
Putnam Aggregate Bond
International Index Portfolio
Stock Portfolio
(formerly MetLife Stock
Santander Index Portfolio
International Stock
Portfolio) Morgan Stanley
EAFE(R) Index
Harris Oakmark Portfolio
Large Cap Value
Portfolio Russell 2000(R)
Index Portfolio
Janus Mid Cap
Portfolio

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................................... 2
Performance and Volatility........................................ 9
About the Investment Managers..................................... 16
Portfolio Turnover Rates.......................................... 21
Dividends, Distributions and Taxes................................ 21
General Information About the Fund and its Purpose................ 21
Sale and Redemption of Shares..................................... 22
Financial Highlights.............................................. 23
Appendix A--Portfolio Manager Prior Performance................... 29
Appendix B--Certain Investment Practices.......................... 31
Appendix C--Description of Some Investments,
Techniques, and Risks............................................ 35
</TABLE>

Risk/Return Summary

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to particular Portfolios.]

About all the Portfolios

While certain of the investment techniques, instruments and risks associated
with each Portfolio are referred to in the discussion that follows, additional
information on these subjects appears in Appendix B and C to this Prospectus.
However, those discussions do not list every type of investment, technique, or
risk to which a Portfolio may be exposed. Further, the Portfolios may change
their investment practices at any time without notice, except for those
policies that this Prospectus or the Statement of Additional Information
("SAI") specifically identify as requiring a shareholder vote to change.
Unless otherwise indicated, all percentage limitations, as well as
characterization of a company's capitalization, are evaluated as of the date
of purchase of the security.

[SIDEBAR: State Street Research Growth Portfolio]

About the State Street Research Growth Portfolio:

Investment objective: long-term growth of capital and income and moderate
current income.

Principal investment strategies: The Portfolio generally invests the greatest
portion of its assets in equity securities of larger, established companies
and equity securities that are selling below what the portfolio manager
believes to be their intrinsic values. Other principal strategies include
investing in cyclical securities and smaller emerging growth companies with
potential for above average earnings growth.

2
<PAGE>

Principal risks: The risks described after the following the captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" "Investing in less mature companies, smaller companies and
companies with "special situations';" "Growth Investing;" and "Value
investing." Volatility may be indicative of risk. Please refer to the
discussion under "Performance and Volatility."

[SIDEBAR: State Street Research Income Portfolio]

About the State Street Research Income Portfolio:

Principal investment strategies: The Portfolio invests at least 65% of its
total assets in non-convertible debt securities in the three highest rating
categories as determined by a nationally recognized statistical rating
organization ("NRSRO"), or of comparable quality ("top three ratings"). The
maturities of the debt securities the Portfolio invests in vary depending on
market values and trends and can be long-term (10 or more years), intermediate
term (1-10 years) or short-term (less than 1 year). The Portfolio may also
invest in debt securities that are not within the top three rating categories,
convertible securities and preferred stocks of companies that have senior
securities rated within the top three credit rating categories, as well as up
to 10% of total assets in common stocks acquired by conversion of convertible
securities or exercise of warrants attached to debt securities.

[SIDEBAR: State Street Research Diversified Portfolio]

About the State Street Research Diversified Portfolio:

Investment objective: high total return while attempting to limit investment
risk and preserve capital.

3
<PAGE>

are invested similarly to each of those portfolios. These risks may be
moderated, however, by the greater variety of asset types in which the
Diversified Portfolio is generally expected to be invested, as compared with
those other Portfolios. Volatility may be indicative of risk. Please refer to
the discussion under "Performance and Volatility."

[SIDEBAR: Putnam International Stock Portfolio]

About the Putnam International Stock Portfolio
(formerly, the Santander International Stock Portfolio).

Investment objective: long-term growth of capital.

[SIDEBAR: Harris Oakmark Large Cap Value Portfolio]

About the Harris Oakmark Large Cap Value Portfolio

Investment objective: long-term capital appreciation.

4
<PAGE>

of equity investing are often reduced if management's interests are strongly
aligned with the interests of its stockholders.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" "Investing in less mature companies, smaller companies and
companies with "special situations'; " and "Value investing." Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: Janus Mid Cap Portfolio]

About the Janus Mid Cap Portfolio

Investment objective: long-term growth of capital.

[SIDEBAR: Loomis Sayles High Yield Bond Portfolio]

About the Loomis Sayles High Yield Bond Portfolio

Investment objective: high total investment return through a combination of
current income and capital appreciation.

Principal investment strategies: The Portfolio normally invests at least 65% of
its assets in below investment grade fixed income securities (commonly referred
to as "junk bonds"). The Portfolio expects to invest a substantial amount of
its asests in securities of foreign (non-U.S. domiciled) companies.

5
<PAGE>

may be indicative of risk. Please refer to the discussion under "Performance
and Volatility."

[SIDEBAR: Scudder Global Equity Portfolio]

About the Scudder Global Equity Portfolio

Investment objective: long-term growth of capital.

Principal Risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Value
investing; "Growth investing;" "Investing in larger companies," and "Investing
in securities of foreign issuers." Volatility may be indicative of risk. Please
refer to the discussion under "Performance and Volatility."

[SIDEBAR: T. Rowe Price Small Cap Growth Portfolio]

About the T. Rowe Price Small Cap Growth Portfolio:

Investment objective: long-term capital growth.

Principal investment strategies: The Portfolio normally invests at least 65% of
its total assets in a diversified group of small capitalization companies. The
portfolio manager defines small capitalization ("small cap") companies as those
whose market capitalization is within the range of smaller than the bottom 100
companies in the S&P 500 Index at the time of the purchase. As of December 31,
1999, this included companies with capitalizations of approximately $3.3
billion and below. The Portfolio will be very broadly diversified which should
minimize the effects of individual security selection on Portfolio performance.
The Portfolio expects to invest primarily in common stocks and convertible
securities of companies in the development stage of their corporate life cycle
with potential to achieve long-term earnings growth faster than the overall
market.

Principal risks: The risks described after the following captions "Principal
Risks of Investing in the Fund:" "Equity investing;" "Investing in less mature
companies, smaller companies and companies with "special situations;"' and
"Growth investing." Volatility may be indicative of risk. Please refer to the
discussion under "Performance and Volatility."

[SIDEBAR: The Index Portfolios]

About all the Index Portfolios

In addition to securities of the type contained in its index, each Portfolio
also expects to invest, as a principal investment strategy, in securities index

6
<PAGE>

futures contracts and/or related options to simulate full investment in the
index while retaining liquidity, to facilitate trading, to reduce transaction
costs or to seek higher return when these derivatives are priced more
attractively than the underlying security. Also, since the Portfolios attempt
to keep transaction costs low, the portfolio manager generally will rebalance a
Portfolio only if it deviates from the applicable index by a certain percent,
depending on the company, industry, and country, as applicable. MetLife
monitors the tracking performance of the Portfolio through examination of the
"correlation coefficient." A perfect correlation would produce a coefficient of
1.00. The Portfolio will attempt to maintain a target correlation coefficient
of at least .95.

[SIDEBAR: Lehman Brothers Aggregate Bond Index Portfolio]

Lehman Brothers Aggregate Bond Index Portfolio:

Investment objective: to equal the performance of the Lehman Brothers Aggregate
Bond Index.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Investing in fixed income
securities;" "Prepayment risk;" "Zero coupon risks;" and "Index investing."
Volatility may be indicative of risk. Please refer to the discussion under
"Performance and Volatility."

[SIDEBAR: MetLife Stock Index Portfolio]

MetLife Stock Index Portfolio:

Investment objective: to equal the performance of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index").

Principal investment strategies: In addition to the strategies outlined above
under "Principal investment strategies applicable to all the Index Portfolios,"
the Portfolio will normally invest most of its assets in common stocks included
in the S&P 500 Index. The S&P 500 Index consists of 500 common stocks, most of
which are listed on the New York Stock Exchange. The Portfolio will be managed
by purchasing the common stock of all the companies in the S&P 500 Index. The
stocks included in the S&P 500 Index

7
<PAGE>

are issued by companies among those whose outstanding stock have the largest
aggregate market value, although stocks that are not among the 500 largest are
included in the S&P 500 Index for diversification purposes.

[SIDEBAR: Morgan Stanley EAFE Index Portfolio]

Morgan Stanley EAFE Index Portfolio:

Investment objective: to equal the performance of the MSCI EAFE Index.

Principal investment strategies: In addition to the strategies outlined above
under "Principal investment strategies applicable to all the Index Portfolios,"
the Portfolio will normally invest most of its assets in equity securities
included in the MSCI EAFE Index. The MSCI EAFE Index (also known as the Morgan
Stanley Capital International Europe Australasia Far East Index) is an index
containing approximately 1,100 equity securities of companies of varying
capitalizations in countries outside the United States. As of December 31, 1999
countries included in the MSCI EAFE Index were Australia, Austria, Belgium,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, The
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland and the United Kingdom. The Portfolio will invest in a
statistically selected sample of the 1,100 stocks included in the MSCI EAFE
Index. The stocks purchased for the Portfolio are chosen to, as a group,
reflect the composite performance of the MSCI EAFE Index. As the Portfolio's
total assets grow, a larger percentage of stocks included in the MSCI EAFE
Index will be included in the Portfolio.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
securities of foreign issuers;" and "Index investing." Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: Russell 2000 Index Portfolio]

Russell 2000 Index Portfolio:

Investment objective: to equal the return of the Russell 2000 Index.

8
<PAGE>

Performance and Volatility

State Street Research Growth

[GRAPH]
Investment Results 1990 -8.50
Average Annual Total Returns 1991 33.09
1992 11.56
As of December 31, 1999 1993 14.40
1 Year 5 Years 10 Years 1994 -3.25
State Street Research 1995 33.14
Growth 18.47% 25.96% 16.90% 1996 22.18
1997 28.36
S&P 500 21.04% 28.54% 18.19% 1998 28.18
1999 18.47

State Street Research Income

[GRAPH]
Investment Results 1990 10.03
Average Annual Total Returns 1991 17.31
1992 6.91
As of December 31, 1999 1993 11.36
1 Year 5 Years 10 Years 1994 -3.51
State Street Research 1995 19.55
Income -2.28% 7.78% 9.69% 1996 3.60
Lehman Brothers 1997 9.83
Aggregate -0.82% 7.73% 7.70% 1998 9.40
1999 -2.28

9
<PAGE>

State Street Research Diversified

[GRAPH]
Investment Results 1990 0.00
Average Annual Total Returns 1991 24.84
1992 9.48
As of December 31, 1999 1993 12.75
1 Year 5 Years 10 years 1994 -3.06
State Street Research 1995 27.03
Diversified 8.71% 17.94% 13.05% 1996 14.52
1997 20.58
S&P 500 21.04% 28.54% 18.19% 1998 19.64
1999 8.71
Lehman Brothers -0.82% 7.73% 7.70%
Aggregate

Putnam International Stock 1

[GRAPH]
Investment Results
Average Annual Total Returns 1992 -10.21
1993 47.76
As of December 31, 1999 1994 5.08
1 Year 5 Years Inception 1995 0.84
Putnam 1996 -1.77
International Stock 16.44% 6.66% 7.80% 1997 -2.34
1998 22.56
MSCI EAFE 26.96% 12.83% 10.07% 1999 16.44

During the period shown in the bar chart, the highest return for a quarter was
19.4% (quarter ended March 31, 1993) and the lowest return for a quarter was
- -12.8% (quarter ended September 30, 1998).

Harris Oakmark Large Cap Value

[GRAPH]

Investment Results
Average Annual Total Returns
As of December 31, 1999 1998* -2.70
1 Year Inception 1999 -6.89
Harris Oakmark
Large Cap Value -6.89% -8.27% * For the period November 9,
1998 to December 31, 1998.
S&P 500 21.04% 27.54%

During the period shown in the bar chart, the highest return for a quarter was
12.9% (quarter ended June 30, 1999), and the lowest return for a quarter was
- -13.4% (quarter ended September 30, 1999).

10
<PAGE>

Janus Mid Cap

[GRAPH]
Investment Results
Average Annual Total Returns
As of December 31, 1999 1997* 28.22
1 Year Inception 1998 37.19
1999 122.92
Janus Mid Cap 122.92% 61.99%
* For the period March, 3
S&P 400 MidCap 14.72% 21.99% 1997 to December 31, 1997.

During the period shown in the bar chart, the highest return for a quarter was
59.4% (quarter ended December 31, 1999) and the lowest return for a quarter was
- -14.5% (quarter ended September 30, 1998).

Loomis Sayles High Yield Bond

[GRAPH]
Investment Results
Average Annual Total Returns
As of December 31, 1999 1997* 6.18
1 Year Inception 1998 -7.51
Loomis Sayles 1999 17.82
High Yield Bond 17.82% 5.29%
Merrill Lynch * For the period March, 3
High Yield 1.57% 5.40% 1997 to December 31, 1997.

Scudder Global Equity

[GRAPH]
Investment Results
Average Annual Total Returns
As of December 31, 1999 1997* 9.62
1 Year Inception 1998 15.96
1999 25.17
Scudder Global Equity 25.17% 17.82%
* For the period March, 3
MSCI World 27.31% 21.18 1997 to December 31, 1997.

11
<PAGE>

T. Rowe Price Small Cap Growth

[GRAPH]
Investment Results
Average Annual Total Returns
As of December 31, 1999 1997* 18.81
1 Year Inception 1998 3.45
T. Rowe Price 1999 27.99
Small Cap Growth 27.99% 17.34%
* For the period March, 3
Russell 2000 Growth 43.09% 20.59% 1997 to December 31, 1997.

During the period shown in the bar chart, the highest return for a quarter was
26.5% (quarter ended December 31, 1999) and the lowest return for a quarter was
- -21.8% (quarter ended September 30, 1998).

Lehman Brothers(R) Aggregate Bond Index

[GRAPH]
Investment Results
Average Annual Total Returns
As of December 31, 1999 1998* 1.38
1 Year Inception 1999 -1.37
Lehman Brothers(R)
Aggregate Bond Index -1.37% -0.01%
Lehman Brothers * For the period November 9,
Aggregate -0.82% -2.23% 1998 to December 31, 1998.

During the period shown in the bar chart, the highest return for a quarter was
0.7% (quarter ended September 30, 1999) and the lowest return for a quarter was
- -1.2% (quarter ended June 30, 1999).

MetLife Stock Index

[GRAPH]
Investment Results 1991 29.76
Average Annual Total Returns 1992 7.44
1993 9.54
As of December 31, 1999 1994 1.18
1 Year 5 Years Inception 1995 36.87
MetLife 1996 22.66
Stock Index 20.79% 28.01% 19.07% 1997 32.19
1998 28.23
S&P 500 21.04% 28.54% 19.57% 1999 20.79

12
<PAGE>

Morgan Stanley EAFE(R) Index

[GRAPH]

Investment Results
Average Annual Total Returns
As of December 31, 1999 1998* 8.11
1 Year Inception 1999 24.9
Morgan Stanley EAFE(R)
Index 24.90% 29.99% * For the period November 9,
1998 to December 31, 1998.
MSCI EAFE 26.96% 32.74%

During the period shown in the bar chart, the highest return for a quarter was
15.2% (quarter ended December 31, 1999) and the lowest return for a quarter was
1.3% (quarter ended March 31, 1999).

Russell 2000(R) Index

[GRAPH]

Investment Results
Average Annual Total Returns
As of December 31, 1999 1998* 5.48
1 Year Inception 1999 22.73

Russell 2000(R) 22.73% 25.29% * For the period November 9,
1998 to December 31, 1998.
Russell 21.26% 24.72%

13
<PAGE>

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

Principal Risks of Investing in the Fund

The following briefly describes the principal risks that are associated with
one or more of the Fund's Portfolios. In the discussion of each Portfolio that
appears immediately above, the paragraph entitled "Principal risks" states
which of the following are the principal risks for that Portfolio.

Equity investing: Portfolios that invest in equities could lose money due to
sudden unpredictable drops in value and the potential for periods of
lackluster performance. Such adverse developments could result from general
market or economic conditions and/or developments at a particular company that
the portfolio managers do not foresee or circumstances that they do not
evaluate correctly. Historically, investments in equities have been more
volatile than many other investments.

This is a principal risk for the following Portfolios:
T. Rowe Price Small Cap Growth, Harris Oakmark Large Cap Value, State Street
Research Growth, State Street Research Diversified, Putnam International
Stock, Janus Mid Cap, Scudder Global Equity, MetLife Stock Index, Morgan
Stanley EAFE Index and Russell 2000 Index.

Investing in less mature companies, smaller companies and companies with
"special situations": These investments can be particularly sensitive to
market movements, because they may be thinly traded and their market prices
tend to reflect future expectations. Also, these companies often have limited
product lines, markets or financial resources and their management personnel
may lack depth and experience. (For an explanation of "special situations" see
"investment styles" in Appendix C.)

This is a principal risk for the following Portfolios:
State Street Research Diversified, Harris Oakmark Large Cap Value, State
Street Research Growth, Putnam International Stock, Scudder Global Equity,
Janus Mid Cap and MetLife Stock Index.

Investing in fixed income securities: These types of investments are subject
to loss in value if the market interest rates subsequently rise after purchase
of the obligation. This risk is greater for investments with longer remaining
durations. Another risk is that the issuer's perceived creditworthiness can
drop and cause the fixed income investment to lose value or the issuer could
default on interest or principal payments causing a loss in value. Lower rated
instruments, especially so called "junk bonds," involve greater risks due to
the financial health of the issuer and the economy generally and their market
prices can be more volatile.

14
<PAGE>

This is a principal risk for the following Portfolios:
State Street Research Income, State Street Research Diversified, Lehman
Brothers Aggregate Bond Index and Loomis Sayles High Yield Bond.

This is a principal risk for the following Portfolios:
Putnam International Stock, Scudder Global Equity, Morgan Stanley EAFE Index,
Janus Mid Cap and Loomis Sayles High Yield Bond.

This is a principal risk for the following Portfolios:
Harris Oakmark Large Cap Value, State Street Research Growth, State Street
Research Diversified and Scudder Global Equity.

15
<PAGE>

This is a principal risk for the following Portfolios:
State Street Research Growth, State Street Research Diversified, T. Rowe Price
Small Cap Growth, Putnam International Stock, Janus Mid Cap and Scudder Global
Equity.

This is a principal risk for the following Portfolios:
MetLife Stock Index, Morgan Stanley EAFE Index, Russell 2000 Index and Lehman
Brothers Aggregate Bond Index.

This is a principal risk for the Janus Mid Cap Portfolio.

Defensive Strategies

[SIDEBAR: About MetLife]

About The Investment Managers

Metropolitan Life Insurance Company ("MetLife") has overall responsibility for
investment management for each Portfolio and day-to-day investment management
responsibility for the index Portfolios. (MetLife also performs general
administrative and management services for the Fund.) In addition, MetLife is
the Fund's principal underwriter and distributor. MetLife also manages its own
investment assets and those of certain affiliated companies and other entities.
MetLife is a life insurance company which sells insurance policies and annuity
contracts. As of December 31, 1999, MetLife had $420 billion in assets under
management. MetLife is the parent of Metropolitan Tower Life Insurance Company
("Metropolitan Tower").

16
<PAGE>

[SIDEBAR: Portfolio management of the State Street Research Portfolios]

The following gives you information on the portfolio managers for certain of
the State Street Research Portfolios:

State Street Research Diversified Portfolio:

The portfolio manager for each portion is the same as the portfolio manager of
the Portfolio to which such portion correlates (see portfolio manager
information). Assets are allocated among the portions of the Portfolio based on
the input of State Street Research's Asset Allocation Committee.

State Street Research Growth Portfolio:

John T. Wilson, a Senior Vice President at State Street Research since April,
1998, has been with the firm since 1996. Mr. Wilson is the portfolio manager
for the Portfolio and has been primarily responsible for its day-to-day
management for the past 2 years. During the past five years, he was also a
portfolio manager with Phoenix Investment Counsel, Inc.

State Street Research Income Portfolio:

John H. Kallis has been responsible for the Portfolio's day-to-day management
since January 2000. A Senior Vice President, he joined State Street Research in
1987 and has worked as an investment professional since 1963.

Putnam Investment Management, Inc. ("Putnam") is the sub-investment manager of
the Putnam International Stock Portfolio. Putnam, a Massachusetts corporation,
has managed mutual funds since 1937. As of December 31, 1999, Putnam and its
affiliates managed in excess of $391 billion of retail and institutional
investors worldwide. All of the outstanding voting and nonvoting securities of
Putnam are held of record by Putnam Investments, Inc., which is, in turn,
except for a minority interest owned by employees, owned by Marsh & McLennan
Companies, Inc., an NYSE listed public company whose business is insurance
brokerage, investment management and consulting.

[SIDEBAR: Portfolio management of the Putnam Portfolio]

The following gives you information on the portfolio managers for the Putnam
International Stock Portfolio:

Putnam International Stock Portfolio:

Until January 24, 2000, Santander Global Advisors, Inc. ("Santander") was the
sub-investment manager for the Portfolio (then known as the Santander

17
<PAGE>

International Stock Portfolio). On January 11, 2000, the Board of Directors of
the Fund voted to terminate the sub-investment management agreement with
Santander relating to the Portfolio effective January 24, 2000. The Board also
voted to retain Putnam as the new sub-investment manager effective the same
date. The shareholders of the Portfolio approved Putnam as the new sub-
investment manager at a special meeting of shareholders on March 31, 2000.

[SIDEBAR: Portfolio management of the Harris Oakmark Large Cap Value Portfolio]

[SIDEBAR: Portfolio management of the Janus Mid Cap Portfolio]

[SIDEBAR: Portfolio management of the Loomis Sayles High Yield Bond Portfolio]

18
<PAGE>

[SIDEBAR: Portfolio management of the Scudder Global Equity Portfolio]

Scudder Kemper Investments, Inc. ("Scudder") is the sub-investment manager for
the Scudder Global Equity Portfolio. Zurich Financial Services Group owns a 70%
interest in Scudder. Zurich Financial Services Group is indirectly owned by
Zurich Allied AG, a publicly held Swiss financial service holding company, and
Allied Zurich p.l.c., a publicly held U.K. financial service holding company.
In addition to the Portfolio, it provides investment management services to
several mutual funds and several individual and institutional clients. As of
December 31, 1999, Scudder had investment management arrangements in excess of
$295 billion in asset globally.

T. Rowe Price Associates, Inc. ("T. Rowe Price") is the sub-investment manager
of the T. Rowe Price Small Cap Growth Portfolio. A Maryland corporation, it
dates back to 1937. In addition to the Fund, it provides investment management
services to over eight million retail and institutional accounts. As of
December 31, 1999, T. Rowe Price and its affiliates had investment management
arrangements in effect for about $179.7 billion in assets. The following gives
you information on the portfolio managers for the Portfolio:

[SIDEBAR: Portfolio management of the T. Rowe Price Small Cap Growth Portfolio]

[SIDEBAR: Investment Management Fees]

19
<PAGE>

<TABLE>
<CAPTION>
% of Average
Daily Net Assets
% of Average Paid by
Daily Net Assets Investment
Paid to Manager to
Investment Sub-Investment
Portfolio Manager Manager
- --------------------------------------------------------------------------------
<S> <C> <C>
MetLife Stock Index .25% N/A
- --------------------------------------------------------------------------------
State Street Research Growth .49% .34%
- --------------------------------------------------------------------------------
State Street Research Income .33% .25%
- --------------------------------------------------------------------------------
State Street Research Diversified .44% .28%
- --------------------------------------------------------------------------------
Loomis Sayles High Yield Bond .70% .50%
- --------------------------------------------------------------------------------
Putnam International Stock/1/ .75% .55%
- --------------------------------------------------------------------------------
T. Rowe Price Small Cap Growth .53% .33%
- --------------------------------------------------------------------------------
Janus Mid Cap .72% .51%
- --------------------------------------------------------------------------------
Scudder Global Equity .74% .53%
- --------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index .25% N/A
- --------------------------------------------------------------------------------
Russell 2000 Index .25% N/A
- --------------------------------------------------------------------------------
Morgan Stanley EAFE Index .30% N/A
- --------------------------------------------------------------------------------
Harris Oakmark Large Cap Value .75% .65%
</TABLE>
- --------
/1/For the year ending December 31, 1999, Santander Global Advisors, Inc.
("Santander") was sub-investment manager. Beginning January 24, 2000, Putnam
replaced Santander as sub-investment manager. MetLife paid all sub-investment
management fees to Santander.

[SIDEBAR: Fund Expenses]

<TABLE>
<CAPTION>
SUBSIDIZED
EXPENSES* IN
PORTFOLIO EXCESS OF DATE

<S> <C> <C>
Harris Oakmark Large Cap Value 0.20% 11/9/00

Morgan Stanley EAFE Index 0.25% 11/9/00
</TABLE>
- --------
*Expenses for this purpose exclude the investment management fees payable to
MetLife, brokerage commissions on portfolio transactions (including any other
direct costs related to portfolio investment transactions), taxes, interest and
other loan costs owed by the Fund and any unusual one-time expenses (such as
legal related expenses).

20
<PAGE>

[SIDEBAR: Dividends are reinvested]

Portfolio Turnover Rates

Dividends, Distributions and Taxes

General Information about the Fund and its Purpose

The Fund offers its shares to MetLife and its affiliated insurance companies
("Insurance Companies"). The Insurance Companies hold the Fund's shares in
separate accounts that they use to support variable life insurance policies and
variable annuity contracts (together, the "Contracts"). Not all of the
Portfolios of the Fund are available to each of these separate accounts. An
Insurance Company holding Fund shares for a separate account has different
rights from those of the owner of a Contract. The terms "shareholder" or
"shareholders" in this Prospectus refer to the Insurance Companies, and not to
any Contract owner.

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

21
<PAGE>

Some of the Portfolios have names and investment objectives that are very
similar to certain publicly available mutual funds that are managed by the
same money managers. These Portfolios are not those publicly available mutual
funds and will not have the same performance. Different performance will
result from such factors as different implementation of investment policies,
different cash flows into and out of the Portfolios, different fees, and
different sizes.

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund and the Insurance
Companies do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

Sale and Redemption of Shares

22
<PAGE>

value of those securities or (b) such market quotations for other reasons do
not reflect information material to the value of those securities. The
possibility of fair value pricing means that changes in a Portfolio's net asset
value may not always correspond to changes in quoted prices of a Portfolio's
investments.

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

Financial Highlights

23
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital STATE STREET RESEARCH GROWTH PORTFOLIO
---------------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period ...... $37.10 $31.92 $30.51 $27.56 $21.81
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income .................... 0.23 0.36 0.44 0.36 0.35
Net realized and unrealized gain/(loss) .. 6.38 8.52 7.72 5.78 6.83
----------- ----------- ----------- ----------- -----------
Total From Investment Operations ......... 6.61 8.88 8.16 6.14 7.18
----------- ----------- ----------- ----------- -----------

Less Distributions:
Dividends from net investment income (0.24) (0.36) (0.44) (0.36) (0.35)
Distributions from net realized capital
gains .................................... (4.33) (3.34) (6.31) (2.83) (1.08)
----------- ----------- ----------- ----------- -----------
Total Distributions ..................... (4.57) (3.70) (6.75) (3.19) (1.43)
----------- ----------- ----------- ----------- -----------
--------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE: End of period $39.14 $37.10 $31.92 $30.51 $27.56
--------------------------------------------------------------------------------------------------------------------------

Total return ............................ 18.47% 28.18% 28.36% 22.18% 33.14%
Net assets at end of period (000's)...... $3,623,31 $3,112,08 $2,349,06 $1,597,72 $1,094,75

Supplemental Data/Significant Ratios:
Operating expenses to average net
assets ................................. 0.49% 0.53% 0.43% 0.29% 0.31%
Net investment income to average net
assets ................................. 0.59% 1.04% 1.37% 1.29% 1.46%
Portfolio turnover (1) .................. 83.16% 74.29% 82.81% 93.05% 45.52%
</TABLE>

<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period $12.78 $12.66 $12.36 $12.73 $11.32
---------------------------------------------------------------------------------------------------------------------------

Investment Operations:
Net investment income .......................... 0.81 0.75 0.83 0.82 0.83
Net realized and unrealized gain/(loss) ........ (1.10) 0.42 0.38 (0.36) 1.38
---------- ---------- ---------- ---------- ----------
Total From Investment Operations ............... (0.29) 1.17 1.21 0.46 2.21
---------- ---------- ---------- ---------- ----------

Less Distributions:
Dividends from net investment income ........... (0.79) (0.80) (0.87) (0.81) (0.80)
Distributions from net realized capital gains .. (0.02) (0.25) (0.04) (0.02) --
---------- ---------- ---------- ---------- ----------
Total Distributions ............................ (0.81) (1.05) (0.91) (0.83) (0.80)
---------- ---------- ---------- ---------- ----------
---------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE: End of period $11.68 $12.78 $12.66 $12.36 $12.73
---------------------------------------------------------------------------------------------------------------------------

Total return ................................... (2.28)% 9.40% 9.83% 3.60% 19.55%

Net assets at end of period (000's) ............ $477,880 $526,854 $412,191 $383,395 $349,913

Supplemental Data/Significant Ratios:
Operating expenses to average net assets ....... 0.38% 0.39% 0.38% 0.32% 0.34%
Net investment income to average net assets .... 6.15% 6.13% 6.57% 6.64% 7.01%
Portfolio turnover (1) ......................... 183.16% 123.60% 121.92% 92.90% 102.88%
</TABLE>

- --------------------------------
Footnotes Appear on Page 28.

<PAGE>

FINANCIAL HIGHLIGHTS

Investment Operations:
Net investment income ................... 0.59 0.60 0.60 0.55 0.59
Net realized and unrealized gain/(loss).. 0.96 2.70 2.71 1.77 3.02
----------- ----------- ----------- ----------- -----------
Total From Investment Operations ........ 1.55 3.30 3.31 2.32 3.61
----------- ----------- ----------- ----------- -----------

Less Distributions:
Dividends from net investment income .... (0.60) (0.57) (0.60) (0.53) (0.58)
Distributions from net realized capital
gains .................................. (1.07) (1.32) (2.40) (1.07) (0.48)
----------- ----------- ----------- ----------- -----------
Total Distributions ................... (1.67) (1.89) (3.00) (1.60) (1.06)
----------- ----------- ----------- ----------- -----------
----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ........... $18.27 $18.39 $16.98 $16.67 $15.95
----------------------------------------------------------------------------------------------------------------------------

Total return ............................. 8.71% 19.64% 20.58% 14.52% 27.03%

Net assets at end of period (000's) ...... $2,874,41 $2,656,98 $1,982,23 $1,448,84 $1,114,83

Supplemental Data/Significant Ratios:
Operating expenses to average net
assets ................................. 0.45% 0.48% 0.40% 0.29% 0.31%
Net investment income to average net
assets ................................. 3.08% 3.39% 3.50% 3.38% 3.92%
Portfolio turnover (1) .................. 123.77% 105.89% 114.79% 91.07% 79.29%
</TABLE>

Investment Operations:
Net investment income ..................... 0.37 0.37 0.34 0.33 0.32
Net realized and unrealized gain/(loss) ... 6.89 7.75 6.79 3.88 4.79
----------- ----------- ----------- ----------- ----------
Total From Investment Operations .......... 7.26 8.12 7.13 4.21 5.11
----------- ----------- ----------- ----------- ----------

Less Distributions:
Dividends from net investment income ...... (0.36) (0.36) (0.34) (0.33) (0.32)
Distributions from net realized capital
gains .................................... (1.69) (1.16) (0.24) (0.21) (0.10)
----------- ----------- ----------- ----------- ----------
Total Distributions .................... (2.05) (1.52) (0.58) (0.54) (0.42)
----------- ----------- ----------- ----------- ----------
----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ............. $40.59 $35.38 $28.78 $22.23 $18.56
----------------------------------------------------------------------------------------------------------------------------

Total return .............................. 20.79% 28.23% 32.19% 22.66% 36.87%
Net assets at end of period (000's) $4,205,20 $3,111,91 $2,020,48 $1,122,29 $635,823

Supplemental Data/Significant Ratios:
Operating expenses to average net assets .. 0.29% 0.30% 0.33% 0.30% 0.32%
Net investment income to average net
assets ................................... 1.01% 1.21% 1.47% 1.91% 2.22%
Portfolio turnover (1) .................... 8.77% 15.07% 10.69% 11.48% 6.35%
</TABLE>

- ---------------------
Footnotes Appear on Page 28.

25
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital SANTANDER INTERNATIONAL STOCK PORTFOLIO +
Stock Outstanding Throughout Period: ----------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period ............ $14.14 $11.67 $11.95 $12.29 $12.30
----------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income .......................... 0.13 0.13 0.10 0.07 0.03
Net realized and unrealized gain/(loss) ........ 2.05 2.50 (0.38) (0.28) 0.07
---------- ---------- ---------- ---------- ----------
Total From Investment Operations ............. 2.18 2.63 (0.28) (0.21) 0.10.
---------- ---------- ---------- ---------- ----------

Less Distributions:
Dividends from net investment income ........... (0.13) (0.16) -- -- (0.04)
Distributions from net realized capital gains .. (2.32) -- -- (0.13) (0.07)
---------- ---------- ---------- ---------- ----------
Total Distributions .......................... (2.45) (0.16) -- (0.13) (0.11)
---------- ---------- ---------- ---------- ----------
----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period $13.87 $14.14 $11.67 $11.95 $12.29
----------------------------------------------------------------------------------------------------------------------------
Total return ................................... 16.44% 22.56% (2.34)% (1.77)% 0.84%

Net assets at end of period (000's) ............ $317,831 $297,381 $267,089 $303,826 $297,461

Supplemental Data/Significant Ratios:
Operating expenses to average net assets ....... 0.97% 1.02% 1.03% 0.97% 1.01%
Net investment income to average net assets .... 0.95% 0.87% 0.77% 0.56% 0.21%
Portfolio turnover (1) ......................... 86.77% 156.32% 182.11% 116.67% 86.24%
</TABLE>

- ---------------------
+ Now, Putnam International Stock Portfolio.

<TABLE>
<CAPTION>
Selected Data For a Share of Capital LOOMIS SAYLES HIGH YIELD JANUS MID CAP
Stock Outstanding Throughout Period: BOND PORTFOLIO PORTFOLIO
------------------------------------ -----------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------------ -----------------------------------------
1999 1998 1997/A/ 1999 1998 1997/A/
--------- --------- -------- ----------- ---------- ----------
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of
period.......................... $8.39 $10.14 $10.00 $17.44 $12.77 $10.00
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss).... 0.80 0.88 0.35 (0.05] (0.02] 0.01
Net realized and unrealized
gain/(loss).................... 0.69 (1.65) 0.26 21.14 4.77 2.81
--------- --------- -------- ----------- ---------- ----------
Total From Investment
Operations................... (1.49) (0.77) 0.61 21.09 4.75 2.82
--------- --------- -------- ----------- ---------- ----------

Less Distributions:
Dividends from net investment
income......................... (0.79) (0.89) (0.35) -- -- (0.01)
Distributions from net realized
capital gains.................. --/B/ (0.09) (0.12) (1.99) (0.08) (0.04)
--------- --------- -------- ----------- ---------- ----------
Total Distributions........... (0.79) (0.98) (0.47) (1.99) (0.08) (0.05)
--------- --------- -------- ----------- ---------- ----------
--------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period $9.09 $8.39 $10.14 $36.54 $17.44 $12.77
--------------------------------------------------------------------------------------------------------------------------
Total return.................... 17.82% (7.51) 6.18% 122.92% 37.19% 28.22%
Net assets at end of period
(000's)........................ $61,701 $42,403 $27,804 $1,931,797 $371,504 $103,852

Supplemental Data/Significant
-----------------------------
Ratios:
-------
Net expenses to average net
assets......................... 0.93% 0.87% 0.83%* 0.71% 0.81% 0.85%*
Operating expenses to average
net assets before voluntary
expense reimbursements......... 0.94% 1.05% 1.35%* N/A N/A 0.99%*
Net investment income to
average net assets............. 9.49% 10.41% 7.04%* (0.41) (0.22) 0.10%*
Net investment income to
average net assets before
voluntary expense reimburse-
ments.......................... 9.48% 10.23% 6.52%* N/A N/A (0.40)%*
Portfolio turnover (1).......... 27.75% 46.02% 39.26% 103.28% 106.66% 74.70%
</TABLE>

- ---------------------
/A/ For the period March 3, 1997 (commencement of operations) to December 31,
1997.
/B/ Less than $.005 per share.
Footnotes Appear on Page 28.

26
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
T. ROWE PRICE SMALL CAP GROWTH SCUDDER GLOBAL EQUITY
Selected Data For a Share of PORTFOLIO PORTFOLIO
Capital Stock Outstanding --------------------------------------- ---------------------------------------
Throughout Period: YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
--------------------------------------- ---------------------------------------
1999 1998 1997/A/ 1999 1998 1997/A/
---------- ---------- --------- ---------- ---------- ---------
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of $12.29 $11.88 $10.00 $12.38 $10.85 $10.00
period...........................
--------------------------------------------------------------------------------------------------------------------------

Investment Operations:

Net investment income/(loss)..... (0.03) -- -- 0.14 0.16 0.10
Net realized and unrealized
gain/(loss)..................... 3.47 0.41 1.88 2.93 1.57 0.86
---------- ---------- --------- ---------- ---------- ---------
Total From Investment
Operations.................... 3.44 0.41 1.88 3.07 1.73 0.96
---------- ---------- --------- ---------- ---------- ---------

Less Distributions:
Dividends from net investment
income.......................... -- -- --/B/ (0.07) (0.16) (0.10)
Distributions from net realized
capital gains................... -- -- -- (0.47) (0.04) (0.01)
---------- ---------- --------- ---------- ---------- ---------
Total Distributions............ -- -- -- (0.54) (0.20) (0.11)
---------- ---------- --------- ---------- ---------- ---------
---------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE: End of period $15.73 $12.29 $11.88 $14.91 $12.38 $10.85
---------------------------------------------------------------------------------------------------------------------------

Total return..................... 27.99% 3.45% 18.81% 25.17% 15.96% 9.62%

Net assets at end of period
(000's)......................... $269,518 $189,132 $94,020 $171,714 $113,715 $60,712

Supplemental Data/Significant
-----------------------------
Ratios:
-------
Net expenses to average net
assets.......................... 0.61% 0.67% 0.67%* 0.87% 0.96% 0.78%*
Operating expenses to average
net assets before voluntary
expense reimbursements.......... N/A N/A 0.86%* N/A 1.01% 1.14%*
Net investment income to average
net assets...................... (0.27)% (0.02)% 0.01%* 1.23% 1.61% 1.66%*
Net investment income to average
net assets before voluntary
expense reimbursements.......... N/A N/A (0.19)* N/A 1.56% 1.30%*
Portfolio turnover (1)........... 67.99% 37.93% 13.45% 54.49% 50.98% 36.04%
</TABLE>

<TABLE>
<CAPTION>
HARRIS OAKMARK LEHMAN BROTHERS
Selected Data For a Share of LARGE CAP VALUE AGGREGATE BOND MORGAN STANLEY
Capital Stock Outstanding PORTFOLIO INDEX PORTFOLIO EAFE INDEX
Throughout Period: -------------------------- ------------------------ -----------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------
1999 1998/C/ 1999 1998/C/ 1999 1998/C/
---------- ---------- ---------- --------- --------- ---------
--------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of $9.70 $10.00 $10.06 $10.00 $10.80 $10.00
period.........................
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss)... 0.10 0.03 0.48 0.07 0.10 0.01
Net realized and unrealized
gain/(loss)................... (0.78) (0.30) (0.62) 0.07 2.58 0.80
---------- ---------- ---------- --------- --------- ---------
Total From Investment
Operations.................. (0.68) (0.27) (0.14) 0.14 2.68 0.81
---------- ---------- ---------- --------- --------- ---------

Less Distributions:
Dividends from net investment
income........................ (0.08) (0.03) (0.47) (0.08) (0.06) (0.01)
Distributions from net realized
capital gains................. (0.01) -- --/B/ -- (0.08) --
---------- ---------- ---------- --------- --------- ---------
Total Distributions......... (0.09) (0.03) (0.47) (0.08) (0.14) (0.01)
---------- ---------- ---------- --------- --------- ---------
--------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period.. $8.93 $9.70 $9.45 $10.06 $13.34 $10.80
--------------------------------------------------------------------------------------------------------------------------
Total return................... (6.89) (2.70)% (1.37) 1.38% 24.90% 8.11%
Net assets at end of period
(000's)....................... $38,378 $8,658 $129,339 $58,810 $82,355 $25,453

Supplemental Data/Significant
-----------------------------
Ratios:
-------
Net expenses to average net
assets........................ 0.91% 0.70%* 0.40% 0.42%* 0.50% 0.49%*
Operating expenses to average
net assets before voluntary
expense reimbursements........ 1.15% 1.79%* N/A 0.59%* 1.77% 1.41%*
Net investment income to
average net assets............ 1.63% 2.47%* 6.06% 5.28%* 1.25% 0.71%*
Net investment income to
average net assets before
voluntary expense
reimbursements................ 1.39% 1.38%* N/A 5.11%* (0.02)% (0.21)%
Portfolio turnover (1)......... 16.59% 0.00% 96.19% 11.08% 43.67% 12.68%
</TABLE>

- ---------------------
/A/ For the period March 3, 1997 (commencement of operations) to December 31,
1997.
/B/ Less than $.005 per share.
/C/ For the period November 9, 1998 (commencement of operations) to December 31,
1998.
Footnotes Appear on Page 27.

<PAGE>

FINANCIAL HIGHLIGHTS

RUSSELL 2000 INDEX
Selected Data For a Share of Capital PORTFOLIO
---------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
---------------------------
1999 1998/C/
----------- -----------
----------------------------------------------------------------------
NET ASSET VALUE: Beginning of period $10.53 $10.00
----------------------------------------------------------------------
Investment Operations:
Net investment income/(loss)......... 0.08 0.02
Net realized and unrealized
gain/(loss)......................... 2.29 0.53
----------- ----------
Total From Investment Operations... 2.37 0.55
----------- ----------

Less Distributions:
Dividends from net investment
income.............................. (0.08) (0.02)
Distributions from net realized (0.30) --
capital gains.......................
----------- ----------
Total Distributions................ (0.38) (0.02)
----------- ----------
-----------------------------------------------------------------------
NET ASSET VALUE: End of period........ $12.52 $10.53
-----------------------------------------------------------------------
Total return......................... 22.73% 5.48%
Net assets at end of period (000's).. $111,729 $38,147

Supplemental Data/Significant
-----------------------------
Ratios:
-------
Net expenses to average net assets 0.45% 0.40%*
Operating expenses to average net
assets before voluntary expense
reimbursements...................... 0.89% 1.04%*
Net investment income to average
net assets.......................... 1.04% 1.46%*
Net investment income to average
net assets before voluntary expense
reimbursements...................... 0.59% 0.82%*
Portfolio turnover (1)............... 67.01% 2.80%

- ---------------------
/C/ For the period November 9, 1998 (commencement of operations) to December
31, 1998.

Notes:
------

* Ratios have been determined based on annualized operating results for the
period. Twelve month results may be different.

<TABLE>
<CAPTION>
Portfolio Purchases Sales of Securities
--------- --------- -------------------
<S> <C> <C>
State Street Research Growth............... $2,700,443,738 $2,676,686,614
State Street Research Income............... 886,515,836 899,620,990
State Street Research Diversified.......... 3,417,074,990 3,289,086,228
MetLife Stock Index........................ 776,401,767 317,391,821
Santander International Stock.............. 255,774,543 281,516,698
Loomis Sayles High Yield Bond.............. 26,645,433 13,830,252
Janus Mid Cap.............................. 1,548,568,019 878,660,374
T. Rowe Price Small Cap Growth............. 142,965,196 131,996,934
Scudder Global Equity...................... 92,395,485 68,284,251
Harris Oakmark Large Cap Value............. 37,718,312 3,866,011
Lehman Brothers Aggregate Bond Index....... 160,310,362 90,216,457
Morgan Stanley EAFE Index.................. 65,340,616 21,570,722
Russell 2000 Index......................... 102,489,864 46,437,402
</TABLE>

See Notes to Financial Statements.

28
<PAGE>

Appendix A To Prospectus

Portfolio Manager Prior Performance

Because they commenced operations only on November 9, 1998, limited performance
history is available for the Harris Oakmark Large Cap Value and Lehman Brothers
Aggregate Bond Index Portfolios. The following, however, sets forth total
return information for the one-year, three-year, five-year and ten-year periods
ended December 31, 1998 (or since inception if more recent) for certain similar
accounts that are managed by the same sub-investment managers as are these
Portfolios. Year-to-date information is also given for the two months ended
February 28, 1999. Results are shown on a "total return" basis and include
reinvestment of all dividends and capital gain distributions.

Each sub-investment manager has represented to the Fund that, except as
otherwise noted, the similar accounts for which performance figures are shown
include all of the sub-investment manager's investment company and other
accounts that (a) have been managed with investment objectives, policies, and
strategies substantially similar to those used in managing the corresponding
Portfolio, (b) are of sufficient size that their performance would be
considered relevant to the owner of a policy or contract investing in that
Portfolio and (c) are otherwise deemed sufficiently comparable to warrant
including their performance. (No such similar account performance information
is available with respect to the Morgan Stanley EAFE Index or Russell 2000
Index Portfolios, which also commenced operations on November 9, 1998.)

29
<PAGE>

THE FOLLOWING PERFORMANCE INFORMATION DOES NOT REPRESENT THE PERFORMANCE OF ANY
FUND PORTFOLIO EXCEPT IN THE RIGHT HAND COLUMN OF EACH TABLE.

Harris

MetLife

30
<PAGE>

Appendix B To Prospectus

Certain Investment Practices

<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
1. State Street Research Diversified
2. State Street Research Growth
3. State Street Research Income
4. Santander International Stock
5. Harris Oakmark Large Cap Value
6. Janus Mid Cap
7. Loomis Sayles High Yield Bond
</TABLE>
<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
8. Scudder Global Equity
9. T. Rowe Price Small Cap Growth
10. Lehman Brothers Aggregate Bond Index
11. MetLife Stock Index
12. Morgan Stanley EAFE Index
13. Russell 2000 Index
</TABLE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Sell covered call options on securities and All None
stock indices as a hedge against or to
minimize anticipated loss in value.
- ---------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and 4,6,7,8,9,13 None
stock indices to earn additional income, as a
hedge against or to minimize anticipated loss
in value.
- ---------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on 4,6,7,8,9 None
currencies as a hedge against anticipated
declines in currency exchange rates in which
securities are held or to be purchased or to
earn additional income.
- ---------------------------------------------------------------------------------------------------
4 Purchase put options on securities and All None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- ---------------------------------------------------------------------------------------------------
5 Purchase call options that on securities and All None
indice that correlate with that Portfolio's
securities.
- ---------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for 4,6,7,8,9 None
defensive purposes in order to protect
against anticipated declines in values on
currencies in which a Portfolio's securities
are or may be denominated.
- ---------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that 4,6,7,8,9 None
correlate with the currencies in which the
Portfolio's securities may be denominated.
- ---------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, 5,8 None
currency, and index put and call options
"over-the-counter" (rather than only on
established exchanges).
- ---------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on All, except Combined limit on the sum of
recognized futures exchanges) on debt 11,12,13 the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" and, for Portfolios
5, 6 and 7, "bona fide
hedging" as defined by the
Commodity Futures Trading
Commission)
- ---------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on All, except Same as Item 9
recognized futures exchanges) on equity 3,5,10
securities or stock indices as a hedge or to
enhance return.
- ---------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts 4,6,7,8,9 Same as Item 9
(on recognized futures exchanges) as a hedge
or to adjust exposure to the currency market.
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
12 Sell covered call options on and purchase put All Same as Item 9
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
- -----------------------------------------------------------------------------------------------------------
13 Sell covered put options on futures contracts 4,6,7,8,9 Same as Item 9
(on recognized futures exchanges) of the type
and for the same reasons the Portfolio is
permitted to enter into futures contracts.
- -----------------------------------------------------------------------------------------------------------
14 Enter into forward foreign currency exchange All, except 11,13 None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
- -----------------------------------------------------------------------------------------------------------
15 Enter into forward foreign currency exchange 4,6,7,8,9 5% of total assets
contracts for non hedging purposes.
- -----------------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close All None
out any of the above.
- -----------------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs All None
and POs).
- -----------------------------------------------------------------------------------------------------------
18 Mortgage related interest only (IOs) and All, except 11 None
principal only (POs) securities.
- -----------------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on 6,7,8,9,10 None
interest rates, currencies and indices as a
risk management tool.
- -----------------------------------------------------------------------------------------------------------
20 Invest in foreign securities (including A. 1,2,3,11 A. 10% of total assets in
investments through European Depository securities of foreign
Receipts ("EDRs") and International issuers except up to 25%
Depository Receipts ("IDRs")). of total assets may be
invested in securities
issued, assumed or
guaranteed by foreign
governments or their
political subdivisions or
instrumentalities; assumed
or guaranteed by domestic
issuers; or issued,
assumed or guaranteed by
foreign issuers with a
class of securities listed
on the New York Stock
Exchange.*
B. 4,8,10,12 B. None
C. 14 C. 50% of total assets in
foreign securities (except
100% in securities of
Canadian issuers).*
D. 9 D. 20% of total assets
(excluding reserves)*
E. 5 E. 25% of total assets*
F. 6 F. 30% of total assets in
foreign securities
denominated in a foreign
currency and not publicly
traded in U.S.*
- -----------------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. A. 1,2,3,4,11 A. 20% of total assets*
B. 5,7,8,9,10,12,13 B. 33 1/3% of total assets*
C. 6 C. 25% of total assets*
- -----------------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. A. All, except 8 A. 15% of total assets
B. 8 B. 10% of total assets
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
23 Invest in other investment companies, which A. All A. 10% of total assets
may involve payment of duplicate fees. except as in B below
(except that only 5% of
total assets may be
invested in a single
investment company and no
portfolio can purchase
more than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies
having the same investment
adviser, purchase more
than 10% of the voting
stock of any "closed-end"
investment company).
B. 6,9 B. Up to 25% of total assets
may be invested in
affiliated money market
funds for defensive
purposes or as a means of
receiving a return on idle
cash.
- -----------------------------------------------------------------------------------------------------------
24 Invest in money market instruments issued by 4,6,7,8,9 None
a commercial bank or savings and loan
associations (or its foreign branch or
agency) notwithstanding that the bank or
association has less than $1 billion in total
assets, is not a member of the Federal
Deposit Insurance Corporation, is not
organized in the U.S., and/or is not
operating in the U.S.
- -----------------------------------------------------------------------------------------------------------
25 Invest assets in securities issued by All 25% of total assets.
companies primarily engaged in any one Excluded from the 25%
industry. Provided that: (a) utilities will limitation is Portfolio 1's:
be considered separate industries according (a) money market,
to type of service; (b) oil and oil related securities, securities
companies will be considered separate issued or guaranteed by the
industries according to type; and (c) U.S. government, its
savings, loan associations, and finance agencies or
companies will be considered instrumentalities; and (b)
separate industries. bank issued debt
securities.* (The Fund will
disclose when more than 25%
of a Portfolio's total
assets are invested in four
oil related industries. For
Portfolio 11, companies
engaged in the business of
financing may be classified
according to the industries
of their parent or sponsor
companies, or industries
that otherwise most affect
the financing companies).
- -----------------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits All Together with items 27, up
necessary to clear Portfolio transactions; to 1/3 of the amount by
enter into reverse repurchase arrangements. which total assets exceed
total liabilities (excluding
the liabilities represented
by such obligations).*
- -----------------------------------------------------------------------------------------------------------
27 Borrow money for extraordinary or emergency A. All, except 8 A. 5% of total assets*
purposes (e.g. to honor redemption requests B. 8 B. 33 1/3% of total assets,
which might otherwise require the sale of provided that if these
securities at an inopportune time). obligations with reverse
repurchase agreements do
not exceed 5% of total
assets, no additional
securities will be
purchased for the
Portfolio.*
- -----------------------------------------------------------------------------------------------------------
28 Purchase securities on a "when-issued" basis. 4,5,6,7,8,9,10,12,13 None
- -----------------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including All 10% of total assets.* This
real estate mortgage loans. limit shall not restrict
investments in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
- -----------------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts A. 1,2,3 A. Together with the assets
("ADRs"). referred to in Item 20 A
above, 35% of total assets
B. 4,6,8,12 B. None
C. 9,11,13 C. 30% of total assets
D. 5 D. Together with assets
referred to in Item 20 E
above, 25% of total assets
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -----------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
31 Invest in debt securities. A. All, except A. None
4,5,9,10,11
B. 4,5,9,10,11 B. None on investment grade
securities but 25% of
total
assets for 5, 15% for 8,
5% for
9, 10 and 11, and 0% for 4
in
below investment grade
securities.
- -----------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. A. All, except 7 A. None
B. 7 B. Up to 20% of total assets
- -----------------------------------------------------------------------------------------------------
33 Invest in common stocks. A. All, except 7 A. None
B. 7 B. 10% of total assets
- -----------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. All None
- -----------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt All None
securities.
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted.
* Policy may be changed only by shareholder vote.

34
<PAGE>

Appendix C To Prospectus

Description Of Some Investments, Techniques, And Risks

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

Investment Styles

A value investing approach concentrates on securities that are undervalued in
relation to a company's fundamental economic values. Securities may be
undervalued for various reasons including special situations (i.e., where the
portfolio manager believes that a company's securities will appreciate when
the market recognizes a specific development at the company, such as a new
product or process, a management change or a technological breakthrough). A
growth investing approach emphasizes stocks of companies that are projected to
grow at above-average rates based on the company's earnings growth potential.

Morgan Stanley sponsors the MSCI EAFE Index, Lehman Brothers sponsors the
Lehman Brothers Aggregate Bond Index, the McGraw-Hill Companies, Inc.
sponsors; the Standard & Poor's 500 Composite Stock Price Index and Frank
Russell Company sponsors the Russell 2000 Index (together referred to as
"index sponsors"). The index sponsors have no responsibility for and do not
participate in the management of the Portfolio assets or sale of the Portfolio
shares. Each index and its associated trademarks and service marks are the
exclusive property of the respective index sponsors. The Metropolitan Series
Fund, Inc. Statement of Additional Information contains a more detailed
description of the limited relationship the index sponsors have the MetLife
and the Fund.

"Standard & Poor's(R)", "S&P 500(R)", "Standard & Poor's 500", and "500" are
trademarks of The McGraw-Hill Companies, Inc. and references thereto have been
made with permission. The Portfolio is not sponsored, endorsed, sold or
promoted by Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in the Portfolio. For more detailed
information, see the discussion under "GENERAL INFORMATION--Index Sponsors" in
the Statement of Additional Information.

[SIDEBAR: Capitalization]

Capitalization measures the size of a company, based on the aggregate market
value of the company's outstanding stock. Different Portfolios may use
different definitions with respect to whether a company is classified as a
small-cap, mid-cap or large-cap company. Investments in companies that are
less mature or are small or mid-cap may present greater opportunities for
capital appreciation than investments in larger, more mature companies, but
also present greater risks including:
. greater price volatility because they are less broadly traded
. less available public information
. greater price volatility due to limited product lines, markets, financial
resources, and management experience.

35
<PAGE>

[SIDEBAR: Equity Securities]

[SIDEBAR: Debt ("Fixed Income") Securities]

36
<PAGE>

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Synthetic Non-U.S. Money Market positions are created through the simultaneous
purchase of a U.S. dollar-denominated money market

37
<PAGE>

Foreign Securities Risk Considerations.

[SIDEBAR: American Depository Receipts ("ADRs")]

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

[SIDEBAR: Derivative Instruments]

38
<PAGE>

Portfolios use swaps, caps, floors and collars as risk management tools to
protect against changes in interest rates or in security or currency values, or

39
<PAGE>

[SIDEBAR: When-Issued Securities]

[SIDEBAR: Securities Lending]

40
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Managers
State Street Research &
Management Company
One Financial Center
Boston, Massachusetts 02111
(Principal Business Address)

Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
(Principal Business Address)

Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80206-4923
(Principal Executive Offices)

T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
(Principal Business Address)

Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
(Principal Executive Offices)

Harris Associates, LP
2 North LaSalle Street
Chicago, IL 60602
(Principal Executive Offices)

Putnam Investment Management, Inc.
One Post Office Square
Boston, Massachusetts 02109
(Principal Executive Offices)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, State Street Research, Loo-
mis Sayles, T. Rowe Price, Janus, Scudder, Harris or Putnam. This Prospectus
does not constitute an offering in any state in which such offering may not
lawfully be made.
<PAGE>

How to learn more:

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
E00048LJI(exp0501)MLIC-LD
<PAGE>

[LOGO OF METLIFE]

[LOGO OF STATE STREET RESEARCH]

[LOGO OF HARRIS ASSOCIATES L.P.]

[LOGO OF T. ROWE PRICE]

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options offered by the Metropolitan Series Fund (the "Fund")
under this Prospectus are:

State Street Research T. Rowe Price Large Cap
Diversified Portfolio Growth Portfolio

State Street Research Lehman Brothers(R)
Growth Portfolio Aggregate Bond Index
Portfolio

Harris Oakmark Large Cap MetLife Stock Index
Value Portfolio Portfolio

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................. 2
Performance and Volatility...................... 6
About the Investment Managers................... 11
Portfolio Turnover Rates........................ 14
Dividends, Distributions and Taxes.............. 14
General Information About the Fund and its
Purpose........................................ 14
Sale and Redemption of Shares................... 15
Financial Highlights............................ 16
Appendix A--Portfolio Manager Prior Performance. 20
Appendix B--Certain Investment Practices........ 23
Appendix C--Description of Some Investments,
Techniques, and Risks.......................... 26
</TABLE>

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to particular Portfolios.]

Risk/Return Summary

About all the Portfolios

While certain of the investment techniques, instruments and risks associated
with each Portfolio are referred to in the discussion that follows, additional
information on these subjects appears in Appendix B and C to this Prospectus.
However, those discussions do not list every type of investment, technique, or
risk to which a Portfolio may be exposed. Further, the Portfolios may change
their investment practices at any time without notice, except for those
policies that this Prospectus or the Statement of Additional Information
("SAI") specifically identify as requiring a shareholder vote to change.
Unless otherwise indicated, all percentage limitations, as well as
characterization of a company's capitalization, are evaluated as of the date
of purchase of the security.

[SIDEBAR: State Street Research Growth Portfolio]

About the State Street Research Growth Portfolio:

Investment objective: long-term growth of capital and income and moderate
current income.

Principal investment strategies: The Portfolio generally invests the greatest
portion of its assets in equity securities of larger, established companies
and equity securities that are selling below what the portfolio manager
believes to be their intrinsic values. Other principal strategies include
investing in cyclical securities and smaller emerging growth companies with
potential for above average earnings growth.

[SIDEBAR: State Street Research Diversified Portfolio]

About the State Street Research Diversified Portfolio:

Investment objective: high total return while attempting to limit investment
risk and preserve capital.

Principal investment strategies: The Portfolio invests portions of its assets
in the following three asset categories: (i) Equity securities of the type
that can be purchased by the State Street Research Growth Portfolio. While the
portion of the Portfolio's assets so invested will usually be similar in
composition to the State Street Research Growth Portfolio, the composition may
vary; (ii) Non-convertible debt securities in the three highest rating
categories as determined by a nationally recognized statistical rating
organization ("NRSRO"), or of comparable quality ("top three ratings"). The
maturities of the debt securities the Portfolio invests in vary depending on
market values and trends and can be long-term (10 or more years),

2
<PAGE>

intermediate term (1-10 years) or short-term (less than 1 year). The Portfolio
may also invest in debt securities that are not within the top three rating
categories, convertible securities and preferred stocks of companies that have
senior securities rated within the top three credit rating categories, as well
as up to 10% of total assets in common stocks acquired by conversion of
convertible securities or exercise of warrants attached to debt securities; and
(iii) Short term money market instruments with minimal credit risks including:
corporate debt securities, United States government securities, government
agency securities, bank certificates of deposit, bankers' acceptances, variable
amount master demand notes and repurchase and reverse repurchase agreements. No
absolute limits apply to the portion of assets invested in each category. The
amount of assets invested in each type of security will depend upon economic
conditions, the general level of common stock prices, interest rates and other
relevant considerations, including the risks of each type of security.

Principal risks: The major risk for the Portfolio is that the portfolio
managers will not correctly anticipate the relative performance of different
asset categories for specific periods resulting in the Portfolio
underperforming other types of asset allocation investments or other types of
investments in general. In addition, with respect to the portion of its assets
invested in equity securities of the type that can be purchased by the State
Street Research Growth Portfolio, the Portfolio is subject to the same risks as
that Portfolio. With respect to the portion of its assets invested in non-
convertible debt securities, the Portfolio is subject to the risks described
after the following captions under "Principal Risks of Investing in the Fund:"
"Investing in fixed income securities;" "Prepayment risk;" and "Zero coupon
risks." With respect to the portion of its assets invested in short term money
market instruments, the major risk involved with this portion of the Portfolio
is that the overall yield of the assets in this portion could decrease and
lower the return on your investment. Situations that can lower the yield
include those that cause short-term interest rates to decline. The risks
associated with each portion of the Portfolio may be moderated, however, by the
greater variety of asset types in which the State Street Research Diversified
Portfolio is generally expected to invest, as compared with portfolios that
invest solely in a particular asset class. Volatility may be indicative of
risk. Please refer to the discussion under "Performance and Volatility."

[SIDEBAR: Harris Oakmark Large Cap Value Portfolio]

About the Harris Oakmark Large Cap Value Portfolio

Investment objective: long-term capital appreciation.

Principal investment strategies: The Portfolio normally invests at least 65% of
its total assets in equity securities of large capitalization U.S. companies.
The portfolio managers define large-capitalization ("large-cap") companies as
those whose market capitalization falls within the range of companies included
in the S&P 500 Index at the time of the purchase. As of December 31, 1999, this
included companies with capitalizations of approximately $750 million and
above. The portfolio managers' chief consideration in selecting equity
securities for the Portfolio is their judgment as to the size of the discount
at which the security trades, relative to its economic value. The portfolio
managers' investment philosophy is predicated on the belief that, over time,
market price and value converge and that the investment in securities priced
significantly below long-term value presents the best opportunity to achieve
long-term capital appreciation. The portfolio managers use several methods to
analyze value, but consider the primary

3
<PAGE>

determinant to be the enterprise's long-run ability to generate cash for its
owners. The portfolio managers also believe the risks of equity investing are
often reduced if management's interests are strongly aligned with the interests
of its stockholders.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" "Investing in less mature companies, smaller companies and
companies with "special situations';" and "Value investing." Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: T. Rowe Price Large Cap Growth Portfolio]

About the T. Rowe Price Large Cap Growth Portfolio:

Investment objective: long-term growth of capital and, secondarily, dividend
income.

Principal investment strategies: The Portfolio normally invests at least 65% of
its total assets in a diversified group of large capitalization growth
companies. The portfolio managers define large capitalization ("large-cap")
companies as those whose market capitalization falls within the range of the
largest 300 companies included in the Russell 3000 Index at the time of the
purchase. As of December 31, 1999, this included companies with capitalizations
of approximately $7.7 billion and above. The Portfolio mostly seeks investment
in companies that have the ability to pay increasing dividends through strong
cash flow. The portfolio managers generally look for companies with above-
average rate of earnings, growth and a lucrative niche in the economy that
gives them the ability to sustain earnings momentum even during times of slow
economic growth.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" "Investing in securities of foreign issuers;" and "Growth
investing." The risks of equity investing may be moderated by the fact that the
Portfolio emphasizes dividend paying securities. On the other hand, that may
expose the Portfolio more directly to interest rate risk. Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: The Index Portfolios]

About the Index Portfolios

Principal investment strategies applicable to all the Index Portfolios: Each
Index Portfolio has as an investment objective to equal the performance of a
particular index. Certain strategies common to the Index Portfolios are
discussed in the next paragraph below. Thereafter, the unique aspects of the
objective and principal strategies of each Index Portfolio are discussed.

4
<PAGE>

the "correlation coefficient." A perfect correlation would produce a
coefficient of 1.00. The Portfolio will attempt to maintain a target
correlation coefficient of at least .95.

[SIDEBAR: Lehman Brothers Aggregate Bond Index Portfolio]

Lehman Brothers Aggregate Bond Index Portfolio:

Investment objective: to equal the performance of the Lehman Brothers Aggregate
Bond Index.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Investing in fixed income
securities;" "Prepayment risk;" "Zero coupon risks;" and "Index investing."
Volatility may be indicative of risk. Please refer to the discussion under
"Performance and Volatility."

[SIDEBAR: MetLife Stock Index Portfolio]

MetLife Stock Index Portfolio:

Investment objective: to equal the performance of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index").

Principal investment strategies: In addition to the strategies outlined above
under "Principal investment strategies applicable to all the Index Portfolios,"
the Portfolio will normally invest most of its assets in common stocks included
in the S&P 500 Index. The S&P 500 Index consists of 500 common stocks, most of
which are listed on the New York Stock Exchange. The Portfolio will be managed
by purchasing the common stock of all the companies in the S&P 500 Index. The
stocks included in the S&P 500 Index are issued by companies among those whose
outstanding stock have the largest aggregate market value, although stocks that
are not among the 500 largest are included in the S&P 500 Index for
diversification purposes.

5
<PAGE>

Performance and Volatility

State Street Research Diversified

Investment Results [GRAPH]
Average Annual Total Returns
As of December 31, 1999 1990 0.00%
1991 24.84%
1 Year 5 Years 10 Years 1992 9.48%
1993 12.75%
State Street 1994 -3.06%
Research Diversified 8.71% 17.94% 13.05% 1995 27.03%
1996 14.52%
S&P 500 21.04% 28.54% 18.19% 1997 20.58%
1998 19.64%
Lehman Brothers 1999 8.71%
Aggregate -0.82% 7.73% 7.70%

State Street Research Growth

Investment Results [GRAPH]
Average Annual Total Returns
As of December 31, 1999 1990 -8.50%
1991 33.09%
1 Year 5 Years 10 Years 1992 11.56%
1993 14.40%
State Street 1994 -3.25%
Research Growth 18.47% 25.96% 16.90% 1995 33.14%
1996 22.18%
S&P 500 Index 21.04% 28.54% 18.19% 1997 28.36%
1998 28.18%
1999 18.47%

6
<PAGE>

Harris Oakmark Large Cap Value

Investment Results
Average Annual Total Returns
As of December 31, 1999

1 Year Inception
[GRAPH]
Harris Oakmark
Large Cap Value -6.89% -8.27%
1998* -2.70%
S&P 500 21.04% 27.54% 1999 -6.89%

* For the period November 9,
1998 to December 31, 1998

During the period shown in the bar chart the highest return for a
quarter was 12.9% (quarter ended June 30, 1999) and the lowest return for a
quarter was -13.4% (quarter ended September 30, 1999).

T. Rowe Price Large Cap Growth

Investment Results
Average Annual Total Returns
As of December 31, 1999

1 Year Inception
[GRAPH]
T. Rowe Price
Large Cap Growth 22.23% 29.79%
1998* 10.28%
80% of S&P 500+ 1999 22.23%

20% of MSCI EAFE 22.22% 28.58% * For the period November 9,
1998 to December 31, 1998

During the period shown in the bar chart, the highest return for a
quarter was 19.3% (quarter ended December 31, 1999) and the lowest return for a
quarter was -5.8% (quarter ended September 30, 1999).

Lehman Brothers(R) Aggregate Bond Index

Investment Results
Average Annual Total Returns
As of December 31, 1999

1 Year Inception
[GRAPH]

Lehman Brothers(R)
Aggregate Bond Index -1.37% -0.01% 1998* 1.38%
1999 -1.37%
Lehman Brothers
Aggregate -0.82% -2.23%
* For the period November 9,
1998 to December 31, 1998

During the period shown in the bar chart, the highest return for a
quarter was 0.7% (quarter ended September 30, 1999) and the lowest return for a
quarter was -1.2% (quarter ended June 30, 1999).

7
<PAGE>

MetLife Stock Index

Investment Results [GRAPH]
Average Annual Total Returns
As of December 31, 1999 1991 29.76%
1992 7.44%
1 Year 5 Years Inception 1993 9.54%
1994 1.18%
MetLife 1995 36.87%
Stock Index 20.79% 28.01% 19.07% 1996 22.66%
1997 32.19%
S&P 500 21.04% 28.54% 19.57% 1998 28.23%
1999 20.79%

During the period shown in the bar chart, the highest return for a quarter was
21.3% (quarter ended December 31, 1998) and the lowest return for a quarter was
- -13.6% (guarter ended September 30, 1990).

8
<PAGE>

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

Principal Risks of Investing in the Fund

The following briefly describes the principal risks that are associated with
one or more of the Fund's Portfolios.

This is a principal risk for the following Portfolios:
Harris Oakmark Large Cap Value, State Street Research Growth, State Street
Research Diversified, T. Rowe Price Large Cap Growth and MetLife Stock Index.

This is a principal risk for the following Portfolios:
Harris Oakmark Large Cap Value, State Street Research Growth and State Street
Research Diversified.

This is a principal risk for the following Portfolios:
State Street Research Diversified, Harris Oakmark Large Cap Value, State Street
Research Growth, T. Rowe Price Large Cap Growth and MetLife Stock Index.

This is a principal risk for the following Portfolios:
State Street Research Diversified and Lehman Brothers Aggregate Bond Index.

Prepayment risk: Prepayment risk is the risk that an issuer of a debt security
owned by a Portfolio repays the debt before it is due. This is most

9
<PAGE>

likely to occur when interest rates have declined and the issuer can therefore
refinance the debt at a lower interest rate. A Portfolio that owns debt
obligations that are prepaid would generally have to reinvest the amount
prepaid in lower yielding instruments. Also, debt obligations that can be
prepaid tend to increase less in value when interest rates decline, and
decrease more when interest rates rise, than otherwise similar obligations that
are not prepayable.

This is a principal risk for the following Portfolios:
State Street Research Diversified and Lehman Brothers Aggregate Bond Index.

Investing in securities of foreign issuers: Investment in securities that are
traded outside the U.S. have additional risks beyond those of investing in U.S.
securities. Foreign securities are frequently more volatile and less liquid
than their U.S. counterparts for reasons that may include unstable political
and economic climates, lack of standardized accounting practices, limited
information available to investors and smaller markets that are more sensitive
to trading activity. Also, changes in currency exchange rates have the
potential of reducing gains or creating losses. There also can be risks of
expropriation, currency controls, foreign taxation or withholding, and less
secure procedures for transacting business in securities. The risks of
investing in foreign securities are usually higher in emerging markets such as
most countries in Southeast Asia, Eastern Europe, Latin America and Africa.

This is a principal risk for the T. Rowe Price Large Cap Growth Portfolio.

This is a principal risk for the following Portfolios:
Harris Oakmark Large Cap Value, State Street Research Growth and State Street
Research Diversified.

This is a principal risk for the following Portfolios:
State Street Research Growth, State Street Research Diversified and T. Rowe
Price Large Cap Growth.

10
<PAGE>

This is a principal risk for the following Portfolios:
MetLife Stock Index and Lehman Brothers Aggregate Bond Index.

Defensive Strategies

[SIDEBAR: About MetLife]

About The Investment Managers

Metropolitan Life Insurance Company ("MetLife") has overall responsibility for
investment management for each Portfolio and day-to-day investment management
responsibility for the index Portfolios. (MetLife also performs general
administrative and management services for the Fund.) In addition, MetLife is
the Fund's principal underwriter and distributor. MetLife also manages its own
investment assets and those of certain affiliated companies and other entities.
MetLife is a life insurance company which sells insurance policies and annuity
contracts. As of December 31, 1999 MetLife had $420 billion in assets under
management. MetLife is the parent of Metropolitan Tower Life Insurance Company
("Metropolitan Tower").

[SIDEBAR: Portfolio management of the State Street Research Portfolios]

The following gives you information on the portfolio managers for certain of
the State Street Research Portfolios:

State Street Diversified Portfolio:

The portfolio manager for the income portion is John H. Kallis, who has been
responsible for the day-to-day management of the State Street Research Income
Portfolio since January 2000. Mr. Kallis is a senior vice president, he joined
State Street Research in 1987 and has worked as an investment professional
since 1963. The portfolio-manager for the growth portion is the same as the
portfolio manager of the State Street Research.

11
<PAGE>

State Street Research Growth Portfolio:

John T. Wilson, a Senior Vice President at State Street Research since April,
1998, has been with the firm since 1996. Mr. Wilson is the portfolio manager
for the Portfolio and has been primarily responsible for its day-to-day
management for the past 2 years. During the past five years, he was also a vice
president with Phoenix Investment Counsel, Inc.

[SIDEBAR: Portfolio management of the Harris Oakmark Large Cap Value Portfolio]

[SIDEBAR: Portfolio management of the T. Rowe Price Large Cap Growth Portfolio]

T. Rowe Price Associates, Inc. ("T. Rowe Price") is the sub-investment manager
of the T. Rowe Price Large Cap Growth Portfolio. A Maryland corporation, it
dates back to 1937. In addition to the Fund, it provides investment management
services to over eight million retail and institutional accounts. As of
December 31, 1999, T. Rowe Price and its affiliates had investment management
arrangements in effect for about $179.7 billion in assets.

12
<PAGE>

[SIDEBAR: Investment Management Fees]

[SIDEBAR: Fund Expenses]

<TABLE>
<CAPTION>
SUBSIDIZED
EXPENSES* IN
PORTFOLIO EXCESS OF DATE
<S> <C> <C>
Harris Oakmark Large Cap Value 0.20% 11/9/00
T. Rowe Price Large Cap Growth 0.20% 11/9/00
</TABLE>

- --------
*Expenses for this purpose exclude the investment management fees payable to
MetLife, brokerage commissions on portfolio transactions (including any other
direct costs related to portfolio investment transactions), taxes, interest and
other loan costs owed by the Fund and any unusual one-time expenses (such as
legal related expenses).

Metlife also paid such excess expenses for the Lehman Brothers Aggregate Bond
Index Portfolio until July 13, 1999. These subsidies and other prior expense
reimbursement arrangements can increase the performance of the Portfolios.
MetLife also has the right to stop these payments at any time upon notice to
the Board of Directors and to Fund shareholders.

13
<PAGE>

Portfolio Turnover Rates

Dividends, Distributions and Taxes

[SIDEBAR: Dividends are reinvested.]

General Information about the Fund and its Purpose

14
<PAGE>

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund and the Insurance
Companies do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

Sale and Redemption of Shares

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

The Portfolios are not designed for market timers, or large or frequent
transfers. The Fund may restrict or refuse purchases or exchanges by market
timers. You will be considered a market timer if you have (a) requested an
exchange out of the Portfolios within two weeks of an earlier exchange request,
or (b) exchanged shares out of the Portfolios more than twice in a calendar
quarter, or (c) exchanged shares equal to at least $5 million, or more that 1%
of the Portfolios net assets, or (d) otherwise seen to follow a timing pattern.
Accounts under common ownership or control are combined for these limits.

Each Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued), deducting its
liabilities (including accrued expenses and dividends payable) and dividing the
result by the total number of the Portfolio's outstanding shares. To determine
the value of a Portfolio's assets, cash and receivables are valued at their
face amounts. Interest is recorded as accrued and dividends are recorded on the
ex-dividend date.

Securities, options and futures contracts held by the Portfolios are valued at
market value. Short-term debt instruments with a maturity of 60 days or less

15
<PAGE>

held by all Portfolios are valued on an amortized cost basis. When market
quotations are not readily available for securities and assets, or when the
Board of Directors determines that customary pricing procedures would result in
an unreliable valuation, they are valued at fair value as determined by the
Board of Directors. Such a fair value procedure could be followed, for example,
if (a) an event occurs after the time of the most recent available market
quotations that is likely to have affected the value of those securities or (b)
such market quotations for other reasons do not reflect information material to
the value of those securities. The possibility of fair value pricing means that
changes in a Portfolio's net asset value may not always correspond to changes
in quoted prices of a Portfolio's investments.

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

Financial Highlights

16
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital STATE STREET RESEARCH GROWTH PORTFOLIO
---------------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period... $37.10 $31.92 $30.51 $27.56 $21.81
----------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income................. 0.23 0.36 0.44 0.36 0.35
Net realized and unrealized
gain/(loss)......................... 6.38 8.52 7.72 5.78 6.83
-------- -------- -------- -------- --------
Total From Investment Operations.... 6.61 8.88 8.16 6.14 7.18
-------- -------- -------- -------- --------

Less Distributions:
Dividends from net investment income.. (0.24) (0.36) (0.44) (0.36) (0.35)
Distributions from net realized
capital gains....................... (4.33) (3.34) (6.31) (2.83) (1.08)
--------- --------- --------- --------- ---------
Total Distributions................... (4.57) (3.70) (6.75) (3.19) (1.43)
--------- --------- --------- --------- ---------
----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period......... $39.14 $37.10 $31.92 $30.51 $27.56
----------------------------------------------------------------------------------------------------------------------
Total return.......................... 18.47% 28.18% 28.36% 22.18% 33.14%

Net assets at end of period (000's)... $3,623,316 $3,112,081 $2,349,062 $1,597,728 $1,094,751

Supplemental Data/Significant Ratios:
Operating expenses to average net
assets.............................. 0.49% 0.53% 0.43% 0.29% 0.31%
Net investment income to average net
assets.............................. 0.59% 1.04% 1.37% 1.29% 1.46%
Portfolio turnover (1)................ 83.16% 74.29% 82.81% 93.05% 45.52%
</TABLE>

<TABLE>
<CAPTION>
Selected Data For a Share of Capital STATE STREET RESEARCH DIVERSIFIED PORTFOLIO
---------------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period.... $18.39 $16.98 $16.67 $15.95 $13.40
----------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income.................. 0.59 0.60 0.60 0.55 0.59
Net realized and unrealized
gain/(loss).......................... 0.96 2.70 2.71 1.77 3.02
-------- -------- -------- -------- --------
Total From Investment Operations..... 1.55 3.30 3.31 2.32 3.61
-------- -------- -------- -------- --------

Less Distributions:
Dividends from net investment income... (0.60) (0.57) (0.60) (0.53) (0.58)
Distributions from net realized capital
gains................................ (1.07) (1.32) (2.40) (1.07) (0.48)
-------- -------- -------- -------- --------
Total Distributions.................. (1.67) (1.89) (3.00) (1.60) (1.06)
-------- -------- -------- -------- --------
----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period.......... $18.27 $18.39 $16.98 $16.67 $15.95
----------------------------------------------------------------------------------------------------------------------
Total return........................... 8.71% 19.64% 20.58% 14.52% 27.03%

Net assets at end of period (000's).... $2,874,412 $2,656,987 $1,982,232 $1,448,841 $1,114,834

Supplemental Data/Significant Ratios:
Operating expenses to average net
assets.............................. 0.45% 0.48% 0.40% 0.29% 0.31%
Net investment income to average net
assets.............................. 3.08% 3.39% 3.50% 3.38% 3.92%
Portfolio turnover (1)................. 123.77% 105.89% 114.79% 91.07% 79.29%
</TABLE>

- ---------------------
Footnotes Appear on Page 19.

17
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital METLIFE STOCK INDEX PORTFOLIO
--------------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period..... $35.38 $28.78 $22.23 $18.56 $13.87
----------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income................... 0.37 0.37 0.34 0.33 0.32
Net realized and unrealized gain/(loss). 6.89 7.75 6.79 3.88 4.79
-------- -------- -------- -------- -------
Total From Investment Operations...... 7.26 8.12 7.13 4.21 5.11
-------- -------- -------- -------- -------

Less Distributions:
Dividends from net investment income.... (0.36) (0.36) (0.34) (0.33) (0.32)
Distributions from net realized capital
gains................................. (1.69) (1.16) (0.24) (0.21) (0.10)
-------- -------- -------- -------- -------
Total Distributions................... (2.05) (1.52) (0.58) (0.54) (0.42)
-------- -------- -------- -------- -------
----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period........... $40.59 $35.38 $28.78 $22.23 $18.56
----------------------------------------------------------------------------------------------------------------------
Total return............................ 20.79% 28.23% 32.19% 22.66% 36.87%

Net assets at end of period (000's)..... $4,205,202 $3,111,919 $2,020,480 $1,122,297 $635,823

Supplemental Data/Significant Ratios:
Operating expenses to average net
assets................................ 0.29% 0.30% 0.33% 0.30% 0.32%
Net investment income to average net
assets................................ 1.01% 1.21% 1.47% 1.91% 2.22%
Portfolio turnover (1).................. 8.77% 15.07% 10.69% 11.48% 6.35%
</TABLE>

<TABLE>
<CAPTION>
HARRIS OAKMARK T. ROWE PRICE LEHMAN BROTHERS
Selected Data For a Share of LARGE CAP VALUE LARGE CAP GROWTH AGGREGATE BOND
Capital PORTFOLIO PORTFOLIO INDEX PORTFOLIO
--------------------------- ----------------------- ----------------------------
Stock Outstanding Throughout
Period: YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------------
1999 1998/C/ 1999 1998/C/ 1999 1998/C/
---------- ---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of
period.......................... $9.70 $10.00 $11.02 $10.00 $10.06 $10.00
--------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss)... 0.10 0.03 0.02 0.01 0.48 0.07
Net realized and unrealized
gain/(loss).................. (0.78) (0.30) 2.43 1.02 (0.62) 0.07
-------- -------- ------- ------- -------- -------
Total From Investment
Operations................... (0.68) (0.27) 2.45 1.03 (0.14) 0.14
-------- -------- ------- ------- -------- -------

Less Distributions:
Dividends from net investment
income....................... (0.08) (0.03) (0.03) (0.01) (0.47) (0.08)
Distributions from net realized
capital gains................ (0.01) -- (0.03) -- -- /B/ --
-------- -------- ------- ------- -------- -------
Total Distributions............ (0.09) (0.03) (0.06) (0.01) (0.47) (0.08)
-------- -------- ------- ------- -------- -------

--------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period.. $8.93 $9.70 $13.41 $11.02 $9.45 $10.06
--------------------------------------------------------------------------------------------------------------------------
Total return................... (6.89)% (2.70)% 22.23% 10.28% (1.37)% 1.38%

Net assets at end of period
(000's)...................... $38,378 $8,658 $51,402 $6,740 $129,339 $58,810

Supplemental Data/Significant
-----------------------------
Ratios:
-------
Net expenses to average net
assets....................... 0.91% 0.70%* 0.87% 0.50%* 0.40% 0.42%*
Operating expenses to average
net assets before
voluntary expense
reimbursements............... 1.15% 1.79%* 1.31% 2.62%* N/A 0.59%*
Net investment income to
average net assets........... 1.63% 2.47%* 0.23% 0.93%* 6.06% 5.28%*
Net investment income to
average net assets
before voluntary expense
reimbursements.............. 1.39% 1.38%* (0.21)% (1.19)%* N/A 5.11%*
Portfolio turnover (1)......... 16.59% 0.00% 46.48% 5.69% 96.19% 11.08%
</TABLE>

- ---------------------
/B/ Less than $.005 per share.
/C/ For the period November 9, 1998 (commencement of operations) to December 31,
1998.
Footnotes Appear on Page 19.

18
<PAGE>

FINANCIAL HIGHLIGHTS
Notes:
- ------

* Ratios have been determined based on annualized operating results for the
period. Twelve month results may be different.

Portfolio Purchases Sales of Securities
--------- --------- -------------------
State Street Research Growth.......... $2,700,443,738 $2,676,686,614
State Street Research Diversified..... 3,417,074,990 3,289,086,228
MetLife Stock Index................... 776,401,767 317,391,821
Harris Oakmark Large Cap Value........ 37,718,312 3,866,011
T. Rowe Price Large Cap Growth........ 48,659,861 11,618,731
Lehman Brothers Aggregate Bond Index.. 160,310,362 90,216,457

See Notes to Financial Statements.

19
<PAGE>

Appendix A To Prospectus

Portfolio Manager Prior Performance

20
<PAGE>

THE FOLLOWING PERFORMANCE INFORMATION DOES NOT REPRESENT THE PERFORMANCE OF ANY
FUND PORTFOLIO EXCEPT IN THE RIGHT HAND COLUMN OF EACH TABLE.

Harris

<TABLE>
<CAPTION>
Harris Oakmark
Large Cap Value
Total Return for Oakmark Fund Portfolio
Period (unaudited) (8/5/91)/1/ S&P 500 Index/2/ (11/9/98)
------------------ ------------ ---------------- ---------------
<S> <C> <C> <C>
Year to Date (ended 2/29/2000) -10.47% -6.82% -6.89%
Since inception of Harris
Oakmark Large Cap Value
Portfolio (11/9/98 to 12/31/99,
annualized) -12.24% not available -9.40%
One Year (12/98 to 12/99) -10.47% 21.04% -6.8%
Three Year (12/96 to 12/99,
annualized) 7.19% 27.56% --
Five Year (12/99 to 12/99,
annualized) 13.99% 28.56% --
8/5/91 to 12/99, annualized
(since inception of the Oakmark
Fund) 21.17% 19.89% --
</TABLE>
- --------
/1/ As of December 31, 1999 the Oakmark Fund, a mutual fund, had assets of
$2.36 billion. The actual fees and expenses of the fund whose performance is
shown has been used. Had the Portfolio's estimated fees and expenses been used
(whether before or after estimated expense reimbursement), the performance
figures would have been lower. Performance figures are based on historical
performance and do not guarantee future results.

T. Rowe Price

21
<PAGE>

MetLife

<TABLE>
<CAPTION>
Lehman Brothers Lehman Brothers
Total Return for MetLife Fixed Aggregate Aggregate Bond
Period (unaudited) Income Account/1/ Bond Index/2/ Index Portfolio
------------------ ----------------- --------------- ---------------
<S> <C> <C> <C>
Year to Date (ended
2/29/2000) 0.88% 0.88% 0.85%
Since inception of Lehman
Brothers Aggregate Bond
Index Portfolio (11/9/98
to 12/31/99, annualized) -- 0.79% -0.01%
One Year (12/31/98 to
12/31/99) -0.67% -0.82% -1.37%
Two Year (12/31/96 to
12/31/99), annualized 5.88% 5.74% --
8/1/96 to 12/31/99,
annualized/3/ 6.62% 6.19% --
</TABLE>
- --------
/1/ As of December 31, 1999 the MetLife Fixed Income Account, a non-mutual fund
separate account, had assets of $400 million. The MetLife Fixed Income Account
is not an SEC registered investment company and does not comply with
requirements of Subchapter M of the Internal Revenue Code. The management of
the Account would not have been affected had the Account been a registered
investment company that complied with all legal requirements applicable to such
companies and Subchapter M of the Code. The total returns were calculated using
the estimated fees and expenses of the Lehman Brothers Aggregate Bond Index
Portfolio. Performance figures are based on historical performance and do not
guarantee future results.
/2/ Lehman Brothers Aggregate Bond Index is an unmanaged index comprised of the
Lehman Brothers Government/Corporate Index, the Lehman Brothers Mortgaged-
Backed Securities Index, and the Lehman Brothers Asset-Backed Securities Index
and effective July 1, 1999, the Lehman Brothers Commercial Mortgage-Backed
Securities Index. Performance for the index has been obtained from public
sources and has not been audited.
/3/ MetLife was not the investment manager of the separate account until August
1, 1996. Prior thereto an affiliate of MetLife was the investment manager for
the separate account.

22
<PAGE>

Appendix B To Prospectus

Certain Investment Practices

<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
1. State Street Research Diversified
2. State Street Research Growth
3. Harris Oakmark Large Cap Value
</TABLE>
<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
4. T. Rowe Price Large Cap Growth
5. Lehman Brothers Aggregate Bond Index
6. MetLife Stock Index
</TABLE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Sell covered call options on securities and All None
stock indices as a hedge against or to
minimize anticipated loss in value.
- ----------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and 4 None
stock indices to earn additional income, as a
hedge against or to minimize anticipated loss
in value.
- ----------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on 4 None
currencies as a hedge against anticipated
declines in currency exchange rates in which
securities are held or to be purchased or to
earn additional income.
- ----------------------------------------------------------------------------------------------------
4 Purchase put options on securities and All None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- ----------------------------------------------------------------------------------------------------
5 Purchase call options on securities and All None
indices that correlate with that Portfolio's
securities.
- ----------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for 1, 2, 4 None
defensive purposes in order to protect
against anticipated declines in values on
currencies in which a Portfolio's securities
are or may be denominated.
- ----------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that 1, 2, 4 None
correlate with the currencies in which the
Portfolio's securities may be denominated.
- ----------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, 1, 2, 3 None
currency, and index put and call options
"over-the-counter" (rather than only on
established exchanges).
- ----------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on All, except Combined limit on the sum of
recognized futures exchanges) on debt 6 the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" and, for Portfolio 3
and 4 "bona fide hedging" as
defined by the Commodity
Futures Trading Commission)
- ----------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on All, except Same as Item 9
recognized futures exchanges) on equity 3,5
securities or stock indices as a hedge or to
enhance return.
- ----------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts 4 Same as Item 9
(on recognized futures exchanges) as a hedge
or to adjust exposure to the currency market.
- ----------------------------------------------------------------------------------------------------
12 Sell covered call options on and purchase put All Same as Item 9
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
13 Sell covered put options on futures contracts 4 Same as Item 9
(on recognized futures exchanges) of the type
and for the same reasons the Portfolio is
permitted to enter into futures contracts.
- ---------------------------------------------------------------------------------------------------------
14 Enter into forward foreign currency exchange All, except 6 None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
- ---------------------------------------------------------------------------------------------------------
15 Enter into forward foreign currency exchange 1,2,4 5% of total assets
contracts for non hedging purposes.
- ---------------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close All None
out any of the above.
- ---------------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs All None
and POs).
- ---------------------------------------------------------------------------------------------------------
18 Mortgage related interest only (IOs) and All, except 6 None
principal only (POs) securities.
- ---------------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on 1,2,4,5 None
interest rates, currencies and indices as a
risk management tool.
- ---------------------------------------------------------------------------------------------------------
20 Invest in foreign securities (including A. 1,2,6 A. 10% of total assets in
investments through European Depository securities of foreign
Receipts ("EDRs") and International issuers except 25% of
Depository Receipts ("IDRs")). total assets may be
invested in securities
issued, assumed or
guaranteed by foreign
governments or their
political subdivisions or
instrumentalities;
assumed, or guaranteed by
domestic issuers; or
issued, assumed or
guaranteed by foreign
issuers with a class of
securities listed on the
New York Stock Exchange.*
B. 5 B. None
C. 4 C. 30% of total assets
(excluding reserves)*
D. 3 D. 25% of total assets*
- ---------------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. A. 1,2,6 A. 20% of total assets*
B. 3,4,5 B. 33 1/3% of total assets*
- ---------------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. All 15% of total assets
- ---------------------------------------------------------------------------------------------------------
23 Invest in other investment companies, which A. All A. 10% of total assets
may involve payment of duplicate fees. except as in B below
(except that only 5% of
total assets may be
invested in a single
investment company and no
portfolio can purchase
more than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies
having the same investment
adviser, purchase more
than 10% of the voting
stock of any "closed-end"
investment company).
B. 4 B. Up to 25% of total assets
may be invested in
affiliated money market
funds for defensive
purposes or as a means of
receiving a return on idle
cash.
</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
24 Invest in money market instruments issued by 1,2,4 None
a commercial bank or savings and loan
associations (or its foreign branch or
agency) notwithstanding that the bank or
association has less than $1 billion in total
assets, is not a member of the Federal
Deposit Insurance Corporation, is not
organized in the U.S., and/or is not
operating in the U.S.
- ---------------------------------------------------------------------------------------------------------
25 Invest assets in securities issued by All 25% of total assets.
companies primarily engaged in any one Excluded from the 25%
industry. Provided that: (a) utilities will limitation is Portfolio 1's:
be considered separate industries according (a) money market,
to type of service; (b) oil and oil related securities, securities
companies will be considered separate issued or guaranteed by the
industries according to type; and (c) U.S. government, its
savings, loan associations, and finance agencies or
companies will be considered separate instrumentalities; and (b)
industries. bank issued debt
securities.* (The Fund will
disclose when more than 25%
of a Portfolio's total
assets are invested in four
oil related industries. For
Portfolios 1,2 and 5,
companies engaged in the
business of financing may be
classified according to the
industries of their parent
or sponsor companies, or
industries that otherwise
most affect the financing
companies).
- ---------------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits All Together with items 27, up
necessary to clear Portfolio transactions; to 1/3 of the amount by
enter into reverse repurchase arrangements. which total assets exceed
total liabilities (excluding
those liabilities
represented by such
obligations).*
- ---------------------------------------------------------------------------------------------------------
27 Borrow money for extraordinary or emergency All 5% of total assets.* and
purposes (e.g. to honor redemption requests together with item 26, up to
which might otherwise require the sale of 1/3 of the amount by which
securities at an inopportune time). total assets exceed total
liabilities (excluding those
liabilities represented by
such obligations).*
- ---------------------------------------------------------------------------------------------------------
28 Purchase securities on a "when-issued" basis. All None
- ---------------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including All 10% of total assets.* This
real estate mortgage loans. limit shall not restrict
investments in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
- ---------------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts A. 1,2 A. Together with the assets
("ADRs"). referred to in Item 20 A
above, 35% of total assets
B. 4,6 B. Together with assets
referred to in Item 20 C
above, 30% of total assets
C. 3 C. Together with assets
referred to in Item 20 D
above, 25% of total assets
- ---------------------------------------------------------------------------------------------------------
31 Invest in debt securities. A. All, except 3,5 A. None
B. 3,4,5 B. None on investment grade
securities but 25% of
total assets for 3 and 5%
for 4 and 5 in below
investment grade
securities.
- ---------------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. All None
- ---------------------------------------------------------------------------------------------------------
33 Invest in common stocks. All None
- ---------------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. A. All, except 4 A. None
B. 4 B. 10% of its total assets
- ---------------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt All None
securities.
</TABLE>
/1/ At time of investment, unless otherwise noted.
- -----------
* Policy may be changed only by shareholder vote.

25
<PAGE>

Appendix C To Prospectus

Description Of Some Investments, Techniques, And Risks

Investment Styles

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

A value investing approach concentrates on securities that are undervalued in
relation to a company's fundamental economic values. Securities may be
undervalued for various reasons including special situations (i.e., where the
portfolio manager believes that a company's securities will appreciate when
the market recognizes a specific development at the company, such as a new
product or process, a management change or a technological breakthrough). A
growth investing approach emphasizes stocks of companies that are projected to
grow at above-average rates based on the company's earnings growth potential.

Lehman Brothers sponsors the Lehman Brothers Aggregate Bond Index and the
McGraw Hill Companies, Inc. sponsor the Standard & Poor's 500 Composite Stock
Price Index (together referred to as "index sponsors"). The index sponsors
have no responsibility for and do not participate in the management of the
Portfolio assets or sale of the Portfolio shares. Each index and its
associated trademarks and service marks are the exclusive property of the
respective index sponsors. The Metropolitan Series Fund, Inc. Statement of
Additional Information contains a more detailed description of the limited
relationship the index sponsors have with MetLife and the Fund.

"Standard & Poor's(TM)", "S&P(TM)", "S&P 500(TM)", "Standard & Poor's 500",
and "500" are trademarks of The McGraw-Hill Companies, Inc. and references
thereto have been made with permission. The Portfolio is not sponsored,
endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no
representation regarding the advisability of investing in the Portfolio. For
more detailed information, see the discussion under "GENERAL INFORMATION--
Index Sponsors" in the Statement of Additional Information.

[SIDEBAR: Capitalization]

Capitalization measures the size of a company, based on the aggregate market
value of the company's outstanding stock. Different Portfolios may use
different definitions with respect to whether a company is classified as a
small-cap, mid-cap or large-cap company. Investments in companies that are
less mature or are small or mid-cap may present greater opportunities for
capital appreciation than investments in larger, more mature companies, but
also present greater risks including:
. greater price volatility because they are less broadly traded
. less available public information
. greater price volatility due to limited product lines, markets, financial
resources, and management experience.

26
<PAGE>

[SIDEBAR: Equity Securities]

[SIDEBAR: Debt ("Fixed Income") Securities]

27
<PAGE>

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Synthetic Non-U.S. Money Market positions are created through the simultaneous
purchase of a U.S. dollar-denominated money market

28
<PAGE>

Foreign Securities Risk Considerations.

[SIDEBAR: American Depository Receipts ("ADRs")]

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

[SIDEBAR: Derivative Instruments]

29
<PAGE>

Portfolios use swaps, caps, floors and collars as risk management tools to
protect against changes in interest rates or in security or currency values, or

30
<PAGE>

[SIDEBAR: When-Issued Securities]

[SIDEBAR: Securities Lending]

31
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Managers
State Street Research &
Management Company
One Financial Center
Boston, Massachusetts 02111
(Principal Business Address)

T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
(Principal Business Address)

Harris Associates, LP
2 North LaSalle Street
Chicago, IL 60602
(Principal Executive Offices)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, State Street Research, T.
Rowe Price or Harris. This Prospectus does not constitute an offering in any
state in which such offering may not lawfully be made.
<PAGE>

How to learn more:

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
200 Park Avenue Area 5P
New York, NY 10166-0188
Phone: (800) 638-2704 ext 0606

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
E00048LJI(exp 0501)MLIC-LD
<PAGE>

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options currently offered by the Metropolitan Series Fund (the
"Fund") are:

Putnam International
Stock Portfolio (formerly
Santander International Janus Mid Cap
Stock Portfolio) Portfolio

Putnam Large Cap Russell 2000(R) Index
Growth Portfolio Portfolio

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................................... 2
Performance and Volatility........................................ 4
About the Investment Managers..................................... 7
Portfolio Turnover Rates.......................................... 9
Dividends, Distributions and Taxes................................ 10
General Information About the Fund and its Purpose................ 10
Sale and Redemption of Shares..................................... 11
Financial Highlights.............................................. 12
Appendix A--Portfolio Manager Prior Performance................... 15
Appendix B--Certain Investment Practices.......................... 16
Appendix C--Description of Some Investments,
Techniques, and Risks............................................ 19
</TABLE>

[LOGO OF METLIFE]

[LOGO OF JANUS]

[LOGO OF PUTNAM INVESTMENTS]
<PAGE>

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to particular Portfolios.]

Risk/Return Summary

About all the Portfolios

[SIDEBAR: Putnam International Stock Portfolio]

About the Putnam International Stock Portfolio:
(formerly, the Santander International Stock Portfolio).

Investment objective: long-term growth of capital.

[SIDEBAR: Putnam Large Cap Growth Portfolio]

About the Putnam Large Cap Growth Portfolio:

Investment objective: capital appreciation.

Principal investment strategies: The portfolio normally invests in the common
stocks of U.S. companies, with a focus on growth stocks. The portfolio managers
look for stocks issued by companies that are likely to grow faster than the
economy as a whole. The Portfolio invests in a relatively small number of
companies that the managers believe will benefit from long-term trends in the
economy, business conditions, consumer behavior or public perceptions of the
economic environment. The Portfolio invests mainly in large companies.

2
<PAGE>

Principal risks: Since the Portfolio invests in fewer issuers than a fund that
invests more broadly, there is vulnerablility to factors affecting a single
investment that can result in greater Portfolio losses and volatility. The
Portfolio's other principal risks are described after the following captions
under "Principal Risks of Investing in the Fund:" "Equity investing;"
"Investing in larger companies;" "Investing in securities of foreign issuers;"
and "Growth investing." Volatility may be indicative of risk.

[SIDEBAR: Janus Mid Cap Portfolio]

About the Janus Mid Cap Portfolio:

Investment objective: long-term growth of capital.

[SIDEBAR: Russell 2000 Index Portfolio]

Russell 2000 Index Portfolio:

Investment objective: to equal the return of the Russell 2000 Index.

3
<PAGE>

trading, to reduce transaction costs or to seek higher return when these
derivatives are priced more attractively than the underlying security. Also,
since the Portfolio attempts to keep transaction costs low, the portfolio
manager generally will rebalance the Portfolio only if it deviates from the
actual index by a certain percent, depending on the company, industry, and
country, as applicable. MetLife monitors the tracking performance of the
Portfolio through examination of the "correlation coefficient." A perfect
correlation would produce a coefficient of 1.00. The Portfolio will attempt to
maintain a target correlation coefficient of at least .95.

Performance and Volatility

The following tables and charts are provided to illustrate the variability of
the investment returns that each Portfolio shown below has earned in the past.
. Average annual total return measures a Portfolio's performance over time,
and compares those returns to a representative index. Periods of 1, 5, and
10 years (or since inception as applicable) are presented.
. The graphs of year-by-year returns examine volatility by illustrating a
Portfolio's historic highs and lows, as well as the consistency of returns.
. In general, as reflected in this section, Portfolios with higher average
annual total returns tend to be more volatile.
. Return calculations do not reflect insurance product fees or other charges,
and if included these charges would reduce each Portfolio's past
performance. Also, past performance does not necessarily indicate how a
particular Portfolio will perform in the future.

4
<PAGE>

Putnam International Stock(1)

Investment Results
Average Annual Total Returns

As of December 31, 1999
---------------------------------
1 Year 5 Years 10 Years
------ ------- --------
Santander
International Stock 16.44% 6.66% 7.80%
- ------------------------------------------------------------------
MSCI EAFE 26.96% 12.83% 10.07%

[GRAPH]

92 -10.21
93 47.76
94 5.08
95 0.84
96 -1.77
97 -2.34
98 22.56
99 16.44

Putnam Large Cap Growth

Since the Portfolio will commence operations effective on or about May 1, 2000,
no volatility or performance information is available.

Janus Mid Cap

Investment Results
Average Annual Total Returns

As of December 31, 1999
----------------------
1 Year Inception
------ ---------

Janus Mid Cap 122.92% 61.99%
- -------------------------------------------------------
S&P 400 MidCap 14.72% 21.99%

[GRAPH]

97* 28.22
98 37.19
99 122.92

* For the period March 3, 1997 to December 31, 1997.

Russell 2000(R) Index

Investment Results
Average Annual Total Returns

As of December 31, 1999
---------------------------------
1 Year Inception
------ ---------

Russell 2000(R) 22.73% 25.29%
- ------------------------------------------------------
Russell 21.26% 24.72%

[GRAPH]

98* 5.48
99 22.73

* For the period November 9, 1998 to December 31, 1998.

5
<PAGE>

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

Principal Risks of Investing in the Fund

The following briefly describes the principal risks that are associated with
one or more of the Fund's Portfolios.

This is a principal risk for the following Portfolios:
Putnam International Stock, Putnam Large Cap Growth, Janus Mid Cap and Russell
2000 Index.

This is a principal risk for the following Portfolios:
Janus Mid Cap and Russell 2000 Index.

This is a principal risk for the following Portfolios:
Putnam International Stock, Putnam Large Cap Growth, and Janus Mid Cap.

This is a principal risk for the following Portfolios:
Putnam International Stock and Janus Mid Cap.

6
<PAGE>

This is a principal risk for the following Portfolio:
Putnam International Stock.

This is a principal risk for the following Portfolios:
Putnam International Stock, Putnam Large Cap Growth and Janus Mid Cap.

This is a principal risk for the following Portfolio:
Russell 2000 Index.

This is a principal risk for the following Portfolio:
Janus Mid Cap.

Defensive Strategies

Except with respect to the Russell 2000 Index Portfolio, portfolio managers
generally may use defensive strategies. These include holding greater cash
positions, short-term money market instruments or similar investments that are
not within the Portfolio's usual investment strategy, but do not violate any
prohibition to which the Portfolio is subject. Portfolio managers may use
defensive strategies when they believe that market conditions are not favorable
for profitable investing or when the portfolio manager is otherwise unable to
locate favorable investment opportunities. Adopting a defensive position,
however, can mean that a Portfolio would be unable to meet its investment
objective.

About The Investment Managers

[SIDEBAR: About MetLife]

Metropolitan Life Insurance Company ("MetLife") has overall responsibility for
investment management for each Portfolio and day-to-day investment management
responsibility for the Russell 2000 Index Portfolio. (MetLife also performs
general administrative and management services for the Fund.) In addition,
MetLife is the Fund's principal underwriter and distributor. MetLife also
manages its own investment assets and those of certain affiliated companies and
other entities. MetLife is a life insurance company which sells insurance
policies and annuity contracts. As of December 31, 1999 MetLife had $420
billion in assets under management. MetLife is the parent of New England Life
Insurance Company.

7
<PAGE>

[SIDEBAR: Portfolio management of the Putnam Portfolios]

Putnam Investment Management, Inc. ("Putnam") is the sub-investment manager of
the Putnam Portfolios. Putnam, a Massachusetts corporation, has managed mutual
funds since 1937. As of December 31, 1999, Putnam and its affiliates managed in
excess of $391 billion of retail and institutional investors worldwide. All of
the outstanding voting and nonvoting securities of Putnam
are held of record by Putnam Investments, Inc., which is, in turn, except for a
minority interest owned by employees, owned by Marsh & McLennan Companies,
Inc., an NYSE listed public company whose business is insurance brokerage,
investment management and consulting.

The following gives you information on the portfolio managers for the Putnam
Portfolios:.

Putnam International Stock Portfolio:

Putnam Large Cap Growth Portfolio:

[SIDEBAR: Portfolio management of the Janus Mid Cap Portfolio]

[SIDEBAR: Investment Management Fees]

8
<PAGE>

The Putnam Large Cap Growth Portfolio will not commence operation until on or
after May 1, 2000. The following shows the investment management and sub-
investment management fee schedules as an annual percentage of the average
daily net assets of that Portfolio.

[SIDEBAR: Fund Expenses]

The Fund is responsible for paying its own expenses. However, MetLife
voluntarily pays expenses of the Putnam Large Cap Growth Portfolio in excess of
.20% of the average net assets of that Portfolio until the earlier of either
total net assets of the Portfolio reaching $100 million or July 1, 2002.

Expenses for this purpose exclude the investment management fees payable to
MetLife, brokerage commissions on portfolio transactions (including any other
direct costs related to portfolio investment transactions), taxes, interest and
other loan costs owed by the Fund and any unusual one-time expenses (such as
legal related expenses).

MetLife also paid such excess expenses for the Janus Mid Cap Portfolio until
December 31, 1997 and for the Russell 2000 Index Portfolio until December 3,
1999. Beginning on February 22, 2000, MetLife will pay all expenses in excess
of 0.30% of the average net assets for the Russell 2000 Index Portfolio until
the Portfolio's assets reach $200 million, or until April 30, 2001, whichever
comes first. These subsidies and other prior expense reimbursement arrangements
can increase the performance of the Portfolios. MetLife also has the right to
stop these payments at any time upon notice to the Board of Directors and to
Fund shareholders.

Portfolio Turnover Rates

9
<PAGE>

market or business conditions and client contributions and withdrawals. To the
extent that brokerage commissions and transaction costs are incurred in buying
and selling portfolio securities, the rate of portfolio turnover could affect
each Portfolio's net asset value. The historical rates of portfolio turnover
for all of the Portfolios are set forth in the Prospectus under the Financial
Highlights.

Dividends, Distributions and Taxes

[SIDEBAR: Dividends are reinvested.]

The Fund intends to qualify as a regulated investment company under the tax
law and, as such distributes substantially all of each Portfolio's ordinary
net income and capital gains each calendar year as a dividend to the separate
accounts funding the Contracts to avoid an excise tax on certain undistributed
amounts. The Fund expects to pay no income tax. Dividends are reinvested in
additional full and partial shares of the Portfolio as of the dividend payment
date.

General Information about the Fund and its Purpose

The Fund offers its shares to MetLife and its affiliated insurance companies
("Insurance Companies"), including New England Life Insurance Company. The
Insurance Companies hold the Fund's shares in separate accounts that they use
to support variable life insurance policies and variable annuity contracts
(together, the "Contracts"). Not all of the Portfolios of the Fund are
available to each of these separate accounts. An Insurance Company holding
Fund shares for a separate account has different rights from those of the
owner of a Contract. The terms "shareholder" or "shareholders" in this
Prospectus refer to the Insurance Companies, and not to any Contract owner.

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

Within limitations described in the appropriate Contract, owners may allocate
the amounts under the Contracts for ultimate investment in the Portfolios. See
the prospectus which is attached at the front of this Prospectus for a
description of (a) the Contract, (b) the Portfolios of the Fund that are
available under that Contract and (c) the relationship between increases or
decreases in the net asset value of Fund shares (and any dividends and
distributions on such shares) and the benefits provided under that Contract.

10
<PAGE>

will result from such factors as different implementation of investment
policies, different cash flows into and out of the Portfolios, different fees,
and different sizes.

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund and the Insurance
Companies do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

Sale and Redemption of Shares

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

The Portfolios are not designed for market timers, or large or frequent
transfers. The Fund may restrict or refuse purchases or exchanges by market
timers. You will be considered a market timer if you have (a) requested an
exchange out of the Portfolios within two weeks of an earlier exchange request,
or (b) exchanged shares out of the Portfolios more than twice in a calendar
quarter, or (c) exchanged shares equal to at least $5 million, or more than 1%
of the Portfolios net assets, or (d) otherwise seem to follow a timing pattern.
Accounts under common ownership or control are combined for these limits.

Each Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued), deducting its
liabilities (including accrued expenses and dividends payable) and dividing the
result by the total number of the Portfolio's outstanding shares. To determine
the value of a Portfolio's assets, cash and receivables are valued at their
face amounts. Interest is recorded as accrued and dividends are recorded on the
ex-dividend date.

Securities, options and futures contracts held by the Portfolios are valued at
market value. Short-term debt instruments with a maturity of 60 days or less
held by all Portfolios are valued on an amortized cost basis. When market
quotations are not readily available for securities and assets, or when the
Board of Directors determines that customary pricing procedures would result in
an unreliable valuation, they are valued at fair value as determined by the
Board of Directors. Such a fair value procedure could be followed, for example,
if (a) an event occurs after the time of the most recent available market
quotations that is likely to have affected the value of those securities or (b)
such market quotations for other reasons do not reflect information material to
the value of those securities. The possibility of fair value pricing means that
changes in a Portfolio's net asset value may not always correspond to changes
in quoted prices of a Portfolio's investments.

11
<PAGE>

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

Financial Highlights

12
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital SANTANDER INTERNATIONAL STOCK PORTFOLIO +
----------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period............. $14.14 $11.67 $11.95 $12.29 $12.30
-----------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income........................... 0.13 0.13 0.10 0.07 0.03
Net realized and unrealized gain/(loss)......... 2.05 2.50 (0.38) (0.28) 0.07
------- ------- ------- ------- -------
Total From Investment Operations............... 2.18 2.63 (0.28) (0.21) 0.10
------- ------- ------- ------- -------
Less Distributions:
Dividends from net investment income............ (0.13) (0.16) -- -- (0.04)
Distributions from net realized capital gains... (2.32) -- -- (0.13) (0.07)
------- ------- ------- ------- -------
Total Distributions............................ (2.45) (0.16) -- (0.13) (0.11)
------- ------- ------- ------- -------
-----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period.................. $13.87 $14.14 $11.67 $11.95 $12.29
-----------------------------------------------------------------------------------------------------------------------
Total return................................... 16.44% 22.56% (2.34)% (1.77)% 0.84
Net assets at end of period (000's)............$317,831 $297,381 $267,089 $303,826 $297,461
Supplemental Data/Significant Ratios:
Operating expenses to average net assets....... 0.97% 1.02% 1.03% 0.97% 1.01
Net investment income to average net assets.... 0.95% 0.87% 0.77% 0.56% 0.21
Portfolio turnover (1)......................... 86.77% 156.32% 182.11% 116.67% 86.24
</TABLE>
- ---------------------
+ Now, Putnam International Stock Portfolio.

<TABLE>
<CAPTION>
JANUS MID CAP RUSSELL 2000 INDEX
PORTFOLIO PORTFOLIO
----------------------------------------- ------------------------
Selected Data For a Share of Capital YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
----------------------------------------- ------------------------
Stock Outstanding Throughout Period: 1999 1998 1997/A/ 1999 1998/B/
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period.......... $17.44 $12.77 $10.00 $10.53 $10.00
-----------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss)................. (0.05) (0.02) 0.01 0.08 0.02
Net realized and unrealized gain/(loss)...... 21.14 4.77 2.81 2.29 0.53
-------- ------- ------- ------- ------
Total From Investment Operations........... 21.09 4.75 2.82 2.37 0.55
-------- ------- ------- ------- ------
Less Distributions:
Dividends from net investment income......... -- -- (0.01) (0.08) (0.02)
Distributions from net realized capital
gains...................................... (1.99) (0.08) (0.04) (0.30) --
-------- ------- ------- ------- ------
Total Distributions........................ (1.99) (0.08) (0.05) (0.38) (0.02)
-------- ------- ------- ------- ------
----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period............... $36.54 $17.44 $12.77 $12.52 $10.53
----------------------------------------------------------------------------------------------------------------------
Total return............................... 122.92% 37.19% 28.22% 22.73% 5.48
Net assets at end of period (000's)........ $1,931,797 $371,504 $103,852 $111,729 $38,147

Supplemental Data/Significant Ratios:
-------------------------------------
Net expenses to average net assets........... 0.71% 0.81% 0.85%* 0.45% 0.40
Operating expenses to average net assets
before voluntary expense reimbursements.... N/A N/A 0.99%* 0.89% 1.04
Net investment income to average net assets.. (0.41)% (0.22)% 0.10%* 1.04% 1.46
Net investment income to average net assets
before voluntary expense reimbursements.... N/A N/A (0.40)%* 0.59% 0.82
Portfolio turnover (1)....................... 103.28% 106.66% 74.70% 67.01% 2.80
</TABLE>

- ---------------------
Footnotes Appear on Page 14.

<PAGE>

FINANCIAL HIGHLIGHTS
Notes:
- ------

/A/ For the period March 3, 1997 (commencement of operations) to December 31,
1997.
/B/ For the period November 9, 1998 (commencement of operations) to December
31, 1998.
* Ratios have been determined based on annualized operating results for the
period. Twelve month results may be different.

Portfolio Purchases Sales of Securities
--------- --------- -------------------
Santander
International Stock.. $255,774,543 $281,516,698
Janus Mid Cap.......... 1,548,568,019 878,660,374
Russell 2000 Index..... 102,489,864 46,437,402

See Notes to Financial Statements.

<PAGE>

Appendix A To Prospectus

Portfolio Manager Prior Performance

Because Putnam Large Cap Growth will not commence operations until on or about
May 1, 2000, no performance history is available for this Portfolio. The
following, however, sets forth total return information for the one-year,
three-year, five-year and ten-year periods ended December 31, 1999 (or since
inception if more recent) for certain similar accounts that are managed by the
same sub-investment manager as is this Portfolio. Year-to-date information is
also given for the two months ended February 29, 2000. Results are shown on a
"total return" basis and include reinvestment of all dividends and capital gain
distributions.

The tables also show the total return information for appropriate indices for
the same periods. The index performance information set forth below does not
reflect any fees and expenses that the Portfolio will bear. Finally each table
also shows the Portfolio over the period of its existence.

The sub-investment manager has represented to the Fund that, except as
otherwise noted, the similar accounts for which performance figures are shown
include all of the sub-investment manager's investment company and other
accounts that (a) have been managed with investment objectives, policies, and
strategies substantially similar to those used in managing the corresponding
Portfolio, (b) are of sufficient size that their performance would be
considered relevant to the owner of a policy or contract investing in that
Portfolio and (c) are otherwise deemed sufficiently comparable to warrant
including their performance.

The similar accounts are shown for illustrative purposes only and do not
necessarily predict future performance of the Portfolio. You should be aware
that the Portfolio is likely to differ from other accounts managed by the same
sub-investment manager in such matters as size, cash flow pattern, expense
levels and certain tax matters. Accordingly, the portfolio holdings and
performance of the Portfolio will vary from those of such other accounts.

The performance figures set forth below do not reflect any of the charges and
deductions under the terms of the variable annuity contracts and variable life
insurance policies that may invest in the Portfolio. These charges may be
substantial and will cause the investment return under such a contract or
policy to be less than that of the Portfolio. Such charges are discussed in
detail in the appropriate Contract prospectus.

THE FOLLOWING PERFORMANCE INFORMATION DOES NOT REPRESENT THE PERFORMANCE OF THE
PORTFOLIO EXCEPT IN THE RIGHT HAND COLUMN OF THE TABLE.

Putnam

15
<PAGE>

Appendix B To Prospectus

Certain Investment Practices

<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
1. Putnam International Stock
2. Janus Mid Cap
</TABLE>
<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
3. Russell 2000 Index
4. Putnam Large Cap Growth
</TABLE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Sell covered call options on securities and All None
stock indices as a hedge against or to
minimize anticipated loss in value.
- ----------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and 1,2,4 None
stock indices to earn additional income, as a
hedge against or to minimize anticipated loss
in value.
- ----------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on 1,2 None
currencies as a hedge against anticipated
declines in currency exchange rates in which
securities are held or to be purchased or to
earn additional income.
- ----------------------------------------------------------------------------------------------------
4 Purchase put options on securities and All None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- ----------------------------------------------------------------------------------------------------
5 Purchase call options on securities and All None
indices that correlate with that Portfolio's
securities.
- ----------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for 1,2 None
defensive purposes in order to protect
against anticipated declines in values on
currencies in which a Portfolio's securities
are or may be denominated.
- ----------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that 1,2 None
correlate with the currencies in which the
Portfolio's securities may be denominated.
- ----------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, 1,2 None
currency, and index put and call options
"over-the-counter" (rather than only on
established exchanges).
- ----------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on All, except 3 Combined limit on the sum of
recognized futures exchanges) on debt the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" and, for Portfolio 2,
"bona fide hedging" as
defined by the Commodity
Futures Trading Commission)
- ----------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on All Same as Item 9
recognized futures exchanges) on equity
securities or stock indices as a hedge or to
enhance return.
- ----------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts 1,2 Same as Item 9
(on recognized futures exchanges) as a hedge
or to adjust exposure to the currency market.
- ----------------------------------------------------------------------------------------------------
12 Sell covered call options on and purchase put All Same as Item 9
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
- ----------------------------------------------------------------------------------------------------
13 Sell covered put options on futures contracts 1,2,4 Same as Item 9
(on recognized futures exchanges) of the type
and for the same reasons the Portfolio is
permitted to enter into futures contracts.
</TABLE>

16
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
14 Enter into forward foreign currency exchange 1,2,4 None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
- ----------------------------------------------------------------------------------------------------
15 Enter into forward foreign currency exchange 1,2 5% of total assets
contracts for non hedging purposes.
- ----------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close All None
out any of the above.
- ----------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs All None
and POs).
- ----------------------------------------------------------------------------------------------------
18 Mortgage related interest only (IOs) and 1,2,4 None
principal only (POs) securities.
- ----------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on 1,2,4 None
interest rates, currencies and indices as a
risk management tool or to enhance return.
- ----------------------------------------------------------------------------------------------------
20 Invest in foreign securities (including A. 3,4 A. 10% of total assets in
investments through European Depository securities of foreign
Receipts ("EDRs") and International issuers except 25% of
Depository Receipts ("IDRs")). total assets may be
invested in securities
issued, assumed, or
guaranteed by foreign
governments or their
political subdivisions or
instrumentalities; assumed
or guaranteed by domestic
issuers; or issued,
assumed, or guaranteed by
foreign issuers with a
class of securities listed
on the New York Stock
Exchange.*
B. 1 B. None
C. 2 C. 30% of total assets in
foreign securities
denominated in a foreign
currency and not publicly
traded in the U.S.*
- ----------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. A. 1 A. 20% of total assets*
B. 3,4 B. 33 1/3% of total assets*
C. 2 C. 25% of total assets*
- ----------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. All 15% of total assets
- ----------------------------------------------------------------------------------------------------
23 Invest in other investment companies, which A. All A. 10% of total assets
may involve payment of duplicate fees. except as in B below
(except that only 5% of
total assets may be
invested in a single
investment company and no
portfolio can purchase
more than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies
having the same investment
adviser, purchase more
than 10% of the voting
stock of any "closed-end"
investment company).
B. 2 B. Up to 25% of total assets
may be invested in
affiliated money market
funds for defensive
purposes or as a means of
receiving a return on idle
cash.
- ----------------------------------------------------------------------------------------------------
24 Invest in money market instruments issued by 1,2,4 None
a commercial bank or savings and loan
associations (or its foreign branch or
agency) notwithstanding that the bank or
association has less than $1 billion in total
assets, is not a member of the Federal
Deposit Insurance Corporation, is not
organized in the U.S., and/or is not
operating in the U.S.
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
25 Invest assets in securities issued by All 25% of total assets.* (The
companies primarily engaged in any one Fund will disclose when more
industry. Provided that: (a) utilities will than 25% of a Portfolio's
be considered separate industries according total assets are invested in
to type of service; (b) oil and oil related four oil related
companies will be considered separate industries).
industries according to type; and (c)
savings, loan associations, and finance
companies will be considered separate
industries.
- ----------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits All Together with item 27, up to
necessary to clear Portfolio transactions; 1/3 of the amount by which
enter into reverse repurchase arrangements total assets exceed total
with banks. liabilities (excluding the
liabilities represented by
such obligations).*
- ----------------------------------------------------------------------------------------------------
27 Borrow money for extraordinary or emergency A. All A. 5% of total assets*
purposes (e.g.
to honor redemption requests which might B. All B. Together with item 26, up
otherwise require the sale of securities at to 1/3 of the amount by
an inopportune time). which total assets exceed
total liabilities
(excluding the liabilities
represented by such
obligations).*
- ----------------------------------------------------------------------------------------------------
28 Purchase securities on a "when-issued" basis. All None
- ----------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including All 10% of total assets.* This
real estate mortgage loans. limit shall not restrict
investments in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
- ----------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts A. 4 A. Together with the assets
("ADRs"). referred to in Item 20 A
above, 35% of total assets
B. 1,2 B. None
C. 3 C. Together with assets
referred to in Item 20 A
above, 30% of total
assets.
- ----------------------------------------------------------------------------------------------------
31 Invest in debt securities. A. 2,3 A. None
B. 1,4 B. None on investment grade
securities but 5% in below
investment grade
securities.
- ----------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. All None
- ----------------------------------------------------------------------------------------------------
33 Invest in common stocks. All None
- ----------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. All None
- ----------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt All None
securities.
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted.
* Policy may be changed only by shareholder vote.

18
<PAGE>

Appendix C To Prospectus

Description Of Some Investments, Techniques, And Risks

Investment Styles

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

Frank Russell Company sponsors the Russell 2000 Index (referred to as "index
sponsor"). The index sponsor has no responsibility for and does not participate
in the management of the Portfolio assets or sale of the Portfolio shares. The
index and its associated trademarks and service marks are the exclusive
property of the index sponsor. The Metropolitan Series Fund, Inc. Statement of
Additional Information contains a more detailed description of the limited
relationship the index sponsor has with MetLife and the Fund.

[SIDEBAR: Capitalization]

[SIDEBAR: Equity Securities]

19
<PAGE>

Common stocks represent ownership in a company and participate in company
profits through dividend payments or capital appreciation after other claims
are satisfied. Common stock generally has the greatest potential for
appreciation and depreciation of all corporate securities (other than warrants)
since the share price reflects the company's earnings.

20
<PAGE>

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Foreign Securities Risk Considerations.

[SIDEBAR: American Depository Receipts ("ADRs")]

21
<PAGE>

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

[SIDEBAR: Derivative Instruments]

22
<PAGE>

Portfolios use swaps, caps, floors and collars as risk management tools to
protect against changes in interest rates or in security or currency values, or
to gain exposure to certain markets in an economical way. Swap transactions
involve an agreement where one party exchanges payments equal to a floating
interest rate, currency exchange rate or variation in interest rates or
currency indexes on a specified amount (the "notional amount"), and the other
party agrees to make payments equal to a fixed rate on the same amount for a
specified period. Caps give the purchaser the right to receive payments from
the seller to the extent a specified interest rate, currency exchange rate or
index exceeds a specified level during a specified period of time. Floors give
the purchaser the right to receive payments from the seller to the extent a
specified interest rate, currency exchange rate or index is less than a
specified level during a specified period of time. Collars give the purchaser
the right to receive payments from the seller to the extent a specified
interest rate, currency exchange rate or index is outside an agreed upon range
during a specified period of time.

23
<PAGE>

[SIDEBAR: When-Issued Securities]

[SIDEBAR: Securities Lending]

24
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Managers
Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80206-4923
(Principal Executive Offices)

Putnam Investment Management, Inc.
One Post Office Square
Boston, Massachusetts 02109
(Principal Executive Office)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, New England Life Insurance
Company, Janus or Putnam. This Prospectus does not constitute an offering in
any state in which such offering may not lawfully be made.
<PAGE>

How to learn more:

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
<PAGE>

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options currently offered by the Metropolitan Series Fund (the
"Fund") are:

Putnam International Putnam Large Cap
Stock Portfolio Growth Portfolio
(formerly
Santander
International
Stock Portfolio)

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary.............................................. 2
Performance and Volatility....................................... 3
About the Investment Managers.................................... 5
Portfolio Turnover Rates......................................... 7
Dividends, Distributions and Taxes............................... 7
General Information About the Fund and its Purpose............... 7
Sale and Redemption of Shares.................................... 8
Financial Highlights............................................. 9
Appendix A--Portfolio Manager Prior Performance.................. 11
Appendix B--Certain Investment Practices......................... 12
Appendix C--Description of Some Investments, Techniques, and
Risks........................................................... 15
</TABLE>

[LOGO OF METLIFE]

[LOGO OF PUTNAM INVESTMENTS]
<PAGE>

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to either Portfolio.]

Risk/Return Summary

About Both the Portfolios

Each Portfolio of the Fund has its own investment objective. Since investment
in any Portfolio involves both opportunities for gain and risks of loss, we
cannot give you assurance that the Portfolio will achieve its objectives. You
should carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to particular Portfolios. The loss of money is a risk of
investing in the Fund.

[SIDEBAR: Putnam International Stock Portfolio]

About the Putnam International Stock Portfolio:
(formerly, the Santander International Stock Portfolio).

Investment objective: long-term growth of capital.

[SIDEBAR: Putnam Large Cap Growth Portfolio]

About the Putnam Large Cap Growth Portfolio:

Investment objective: capital appreciation.

2
<PAGE>

behavior or public perceptions of the economic environment. The Portfolio
invests mainly in large companies.

Performance and Volatility

The following table and chart are provided to illustrate the variability of the
investment returns that the Putman International Stock Portfolio has earned in
the past.
. Average annual total return measures the Portfolio's performance over time,
and compares those returns to a representative index. Periods of 1, 5, and
since inception are presented.
. The graph of year-by-year returns examines volatility by illustrating the
Portfolio's historic highs and lows, as well as the consistency of returns.
. Return calculations do not reflect insurance product fees or other charges,
and if included these charges would reduce the Portfolio's past performance.
Also, past performance does not necessarily indicate how the Portfolio will
perform in the future.

Putnam International Stock/1/

Investment Results
Average Annual Total Returns [BAR CHART]

As of December 31, 1999 92 -10.21
93 47.76
1 Year 5 Years 10 Years 94 5.08
95 0.84
Santander 96 -1.77
International Stock 16.44% 6.66% 7.80% 97 -2.34
98 22.56
MSCI EAFE 26.96% 12.83% 10.07% 99 16.44

Putnam Large Cap Growth

Since the Portfolio will commence operations effective on or about May 1, 2000,
no volatility or performance information is available.

3
<PAGE>

Principal Risks of Investing in the Fund

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

The following briefly describes the principal risks that are associated with
the Putnam International Stock Portfolio or the Putnam Large Cap Growth
Portfolio.

This is a principal risk for both the Putnam International Stock Portfolio and
the Putnam Large Cap Growth Portfolio.

This is a principal risk for the Putnam International Stock Portfolio.

This is a principal risk for both the Putnam International Stock Portfolio and
the Putnam Large Cap Growth Portfolio.

4
<PAGE>

Defensive Strategies

The portfolio managers generally may use defensive strategies. These include
holding greater cash positions, short-term money market instruments or similar
investments that are not within the Portfolio's usual investment strategy, but
do not violate any prohibition to which the Portfolio is subject. Portfolio
managers may use defensive strategies when they believe that market conditions
are not favorable for profitable investing or when the portfolio manager is
otherwise unable to locate favorable investment opportunities. Adopting a
defensive position, however, can mean that a Portfolio would be unable to meet
its investment objective.

About The Investment Managers

[SIDEBAR: About MetLife]

Metropolitan Life Insurance Company ("MetLife") has overall responsibility for
investment management for each Portfolio. (MetLife also performs general
administrative and management services for the Fund.) In addition, MetLife is
the Fund's principal underwriter and distributor. MetLife also manages its own
investment assets and those of certain affiliated companies and other entities.
MetLife is a life insurance company which sells insurance policies and annuity
contracts. As of December 31, 1999 MetLife had $420 billion in assets under
management. MetLife is the parent of New England Life Insurance Company.

[SIDEBAR: Portfolio management of the Putnam Portfolios]

Putnam Investment Management, Inc. ("Putnam") is the sub-investment manager of
the Putnam Portfolios. Putnam, a Massachusetts corporation, has managed mutual
funds since 1937. As of December 31, 1999, Putnam and its affiliates managed in
excess of $391 billion of retail and institutional investors worldwide. All of
the outstanding voting and nonvoting securities of Putnam are held of record by
Putnam Investments, Inc., which is, in turn, except for a minority interest
owned by employees, owned by Marsh & McLennan Companies, Inc., an NYSE listed
public company whose business is insurance brokerage, investment management and
consulting.

The following gives you information on the portfolio managers for the Putnam
Portfolios:.

Putnam International Stock Portfolio:

5
<PAGE>

Putnam Large Cap Growth Portfolio:

[SIDEBAR: Investment Management Fees]

The Fund pays MetLife monthly for its investment management services. MetLife
pays Putnam for its investment management services to each Portfolio. There is
no separate charge to the Fund for such services.

The following table shows the investment management and sub-investment
management fees for the year ending December 31, 1999 as an annual percentage
of the average daily net assets of the Putnam International Stock Portfolio.

[SIDEBAR: Fund Expenses]

These subsidies and other prior expense reimbursement arrangements can increase
the performance of the Portfolios. MetLife also has the right to stop these
payments at any time upon notice to the Board of Directors and to Fund
shareholders.

6
<PAGE>

Portfolio Turnover Rates

Dividends, Distributions and Taxes

[SIDEBAR: Dividends are reinvested.]

General Information about the Fund and its Purpose

The Fund offers its shares to MetLife and its affiliated insurance companies
("Insurance Companies"), including New England Life Insurance Company. The
Insurance Companies hold the Fund's shares in separate accounts that they use
to support variable life insurance policies and variable annuity contracts
(together, the "Contracts"). Not all of the Portfolios of the Fund are
available to each of these separate accounts. An Insurance Company holding Fund
shares for a separate account has different rights from those of the owner of a
Contract. The terms "shareholder" or "shareholders" in this Prospectus refer to
the Insurance Companies, and not to any Contract owner.

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

7
<PAGE>

dividends and distributions on such shares) and the benefits provided under
that Contract.

Some of the Portfolios have names and investment objectives that are very
similar to certain publicly available mutual funds that are managed by the
same money managers. These Portfolios are not those publicly available mutual
funds and will not have the same performance. Different performance will
result from such factors as different implementation of investment policies,
different cash flows into and out of the Portfolios, different fees, and
different sizes.

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund and the Insurance
Companies do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

Sale and Redemption of Shares

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

Securities, options and futures contracts held by the Portfolios are valued at
market value. Short-term debt instruments with a maturity of 60 days or less
held by all Portfolios are valued on an amortized cost basis. When market
quotations are not readily available for securities and assets, or when the
Board of Directors determines that customary pricing procedures would result
in an unreliable valuation, they are valued at fair value as determined by the
Board of Directors. Such a fair value procedure could be followed, for

8
<PAGE>

example, if (a) an event occurs after the time of the most recent available
market quotations that is likely to have affected the value of those securities
or (b) such market quotations for other reasons do not reflect information
material to the value of those securities. The possibility of fair value
pricing means that changes in a Portfolio's net asset value may not always
correspond to changes in quoted prices of a Portfolio's investments.

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

Financial Highlights

9
<PAGE>

FINANCIAL HIGHLIGHTS

Less Distributions:
Dividends from net investment income (0.13) (0.16) -- -- (0.04)
Distributions from net realized capital gains (2.32) -- -- (0.13) (0.07)
---------- ---------- ---------- ---------- ----------
Total Distributions.. (2.45) (0.16) -- (0.13) (0.11)
---------- ---------- ---------- ---------- ----------
-----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period $13.87 $14.14 $11.67 $11.95 $12.29
-----------------------------------------------------------------------------------------------------------------------
Total return......... 16.44% 22.56% (2.34)% (1.77)% 0.84

Net assets at end of period (000's) $317,831 $297,381 $267,089 $303,826 $297,461

Supplemental Data/Significant Ratios:
Operating expenses to average net assets 0.97% 1.02% 1.03% 0.97% 1.01%
Net investment income to average net assets 0.95% 0.87% 0.77% 0.56% 0.21%
Portfolio turnover (1) 86.77% 156.32% 182.11% 116.67% 86.24%
</TABLE>

- ---------------------
+ Now, Putnam International Stock Portfolio.

Portfolio Purchases Sales of Securities
--------- --------- -------------------
Santander International Stock.. $255,774,543 $281,516,698

See Notes to Financial Statements.

10
<PAGE>

Appendix A To Prospectus

Portfolio Manager Prior Performance

The tables also show the total return information for appropriate indices for
the same periods. The index performance information set forth below does not
reflect any fees and expenses that the Portfolio will bear. Finally each table
also shows the Portfolio over the period of its existence.

The performance figures set forth below do not reflect any of the charges and
deductions under the terms of the variable annuity contracts and variable life
insurance policies that may invest in the Portfolio. These charges may be
substantial and will cause the investment return under such a contract or
policy to be less than that of the Portfolio. Such charges are discussed in
detail in the appropriate Contract prospectus.

THE FOLLOWING PERFORMANCE INFORMATION DOES NOT REPRESENT THE PERFORMANCE OF THE
PORTFOLIO EXCEPT IN THE RIGHT HAND COLUMN OF THE TABLE.

Putnam

11
<PAGE>

Appendix B To Prospectus

Certain Investment Practices

<TABLE>
<CAPTION>
Portfolio Portfolio
Number Portfolio Name Number Portfolio Name
--------- -------------- --------- --------------
<C> <S> <C> <C>
1. Putnam International Stock 2. Putnam Large Cap Growth
</TABLE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Sell covered call options on securities and Both None
stock indices as a hedge against or to
minimize anticipated loss in value.
- ----------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and Both None
stock indices to earn additional income, as a
hedge against or to minimize anticipated loss
in value.
- ----------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on 1 None
currencies as a hedge against anticipated
declines in currency exchange rates in which
securities are held or to be purchased or to
earn additional income.
- ----------------------------------------------------------------------------------------------------
4 Purchase put options on securities and Both None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- ----------------------------------------------------------------------------------------------------
5 Purchase call options on securities and Both None
indices that correlate with that Portfolio's
securities.
- ----------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for 1 None
defensive purposes in order to protect
against anticipated declines in values on
currencies in which a Portfolio's securities
are or may be denominated.
- ----------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that 1 None
correlate with the currencies in which the
Portfolio's securities may be denominated.
- ----------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, 1 None
currency, and index put and call options
"over-the-counter" (rather than only on
established exchanges).
- ----------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on Both Combined limit on the sum of
recognized futures exchanges) on debt the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" as defined by the
Commodity Futures Trading
Commission)
- ----------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on Both Same as Item 9
recognized futures exchanges) on equity
securities or stock indices as a hedge or to
enhance return.
- ----------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts 1 Same as Item 9
(on recognized futures exchanges) as a hedge
or to adjust exposure to the currency market.
- ----------------------------------------------------------------------------------------------------
12 Sell covered call options on and purchase put Both Same as Item 9
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
- ----------------------------------------------------------------------------------------------------
13 Sell covered put options on futures contracts Both Same as Item 9
(on recognized futures exchanges) of the type
and for the same reasons the Portfolio is
permitted to enter into futures contracts.
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
14 Enter into forward foreign currency exchange Both None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
- ----------------------------------------------------------------------------------------------------
15 Enter into forward foreign currency exchange 1 5% of total assets
contracts for non hedging purposes.
- ----------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close Both None
out any of the above.
- ----------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs Both None
and POs).
- ----------------------------------------------------------------------------------------------------
18 Mortgage related interest only (IOs) and Both None
principal only (POs) securities.
- ----------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on Both None
interest rates, currencies and indices as a
risk management tool or to enhance return.
- ----------------------------------------------------------------------------------------------------
20 Invest in foreign securities (including A. 2 A. 10% of total assets in
investments through European Depository securities of foreign
Receipts ("EDRs") and International issuers except 25% of
Depository Receipts ("IDRs")). total assets may be
invested in securities
issued, assumed, or
guaranteed by foreign
governments or their
political subdivisions or
instrumentalities; assumed
or guaranteed by domestic
issuers; or issued,
assumed, or guaranteed by
foreign issuers with a
class of securities listed
on the New York Stock
Exchange.*
B. 1 B. None
- ----------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. A. 1 A. 20% of total assets*
B. 2 B. 33 1/3% of total assets*
- ----------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. Both 15% of total assets
- ----------------------------------------------------------------------------------------------------
23 Invest in other investment companies, which Both 10% of total assets except
may involve payment of duplicate fees. as in B below (except that
only 5% of total assets may
be invested in a single
investment company and no
portfolio can purchase more
than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies having
the same investment adviser,
purchase more than 10% of
the voting stock of any
"closed-end" investment
company).
- ----------------------------------------------------------------------------------------------------
24 Invest in money market instruments issued by Both None
a commercial bank or savings and loan
associations (or its foreign branch or
agency) notwithstanding that the bank or
association has less than $1 billion in total
assets, is not a member of the Federal
Deposit Insurance Corporation, is not
organized in the U.S., and/or is not
operating in the U.S.
- ----------------------------------------------------------------------------------------------------
25 Invest assets in securities issued by Both 25% of total assets.* (The
companies primarily engaged in any one Fund will disclose when more
industry. Provided that: (a) utilities will than 25% of a Portfolio's
be considered separate industries according total assets are invested in
to type of service; (b) oil and oil related four oil related
companies will be considered separate industries).
industries according to type; and (c)
savings, loan associations, and finance
companies will be considered separate
industries.
- ----------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits Both Together with item 27, up to
necessary to clear Portfolio transactions; 1/3 of the amount by which
enter into reverse repurchase arrangements total assets exceed total
with banks. liabilities (excluding the
liabilities represented by
such obligations).*
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
27 Borrow money for extraordinary or emergency A. Both A. 5% of total assets*
purposes (e.g.
to honor redemption requests which might B. Both B. Together with item 26, up
otherwise require the sale of securities at to 1/3 of the amount by
an inopportune time). which total assets exceed
total liabilities
(excluding the liabilities
represented by such
obligations).*
- ----------------------------------------------------------------------------------------------------
28 Purchase securities on a "when-issued" basis. Both None
- ----------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including Both 10% of total assets.* This
real estate mortgage loans. limit shall not restrict
investments in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
- ----------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts A. 2 A. Together with the assets
("ADRs"). referred to in Item 20 A
above, 35% of total assets
B. 1 B. None
- ----------------------------------------------------------------------------------------------------
31 Invest in debt securities. Both None on investment grade
securities but 5% in below
investment grade securities.
- ----------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. Both None
- ----------------------------------------------------------------------------------------------------
33 Invest in common stocks. Both None
- ----------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. Both None
- ----------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt Both None
securities.
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted.
* Policy may be changed only by shareholder vote.

14
<PAGE>

Appendix C To Prospectus

Description Of Some Investments, Techniques, And Risks

Investment Styles

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

[SIDEBAR: Capitalization]

[SIDEBAR: Equity Securities]

Common stocks represent ownership in a company and participate in company
profits through dividend payments or capital appreciation after other claims
are satisfied. Common stock generally has the greatest potential for
appreciation and depreciation of all corporate securities (other than warrants)
since the share price reflects the company's earnings.

Convertible securities generally are bonds or preferred stocks which can be
exchanged, through warrants or otherwise, into a specified number of shares

15
<PAGE>

of the issuer's common stock. Convertible securities generally pay higher
interest or dividends than common stock but lower interest or dividends than
non-convertible securities.

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

16
<PAGE>

Foreign Securities Risk Considerations.

[SIDEBAR: American Depository Receipts ("ADRs")]

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

17
<PAGE>

[SIDEBAR: Derivative Instruments]

18
<PAGE>

[SIDEBAR: When-Issued Securities]

19
<PAGE>

[SIDEBAR: Securities Lending]

20
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Managers
Putnam Investment Management, Inc.
One Post Office Square
Boston, Massachusetts 02109
(Principal Executive Office)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, New England Life Insurance
Company or Putnam. This Prospectus does not constitute an offering in any state
in which such offering may not lawfully be made.
<PAGE>

How to learn more:

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
<PAGE>

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment option currently offered by the Metropolitan Series Fund (the
"Fund") is the Putnam International Stock Portfolio (formerly Santander
International Stock Portfolio).

<TABLE>
<S> <C>
</TABLE>
TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................................... 2
Performance and Volatility........................................ 3
About the Investment Managers..................................... 5
Portfolio Turnover Rates.......................................... 6
Dividends, Distributions and Taxes................................ 6
General Information About the Fund and its Purpose................ 6
Sale and Redemption of Shares..................................... 7
Financial Highlights.............................................. 8
Appendix A--Certain Investment Practices.......................... 10
Appendix B--Description of Some Investments,
Techniques, and Risks............................................ 12
</TABLE>

[LOGO OF METLIFE]

[LOGO OF PUTNAM INVESTMENTS]
<PAGE>

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolio and consider your ability to assume the risks involved before
allocating payments to the Portfolio.]

Risk/Return Summary

About the Portfolio

Since investment in the Portfolio involves both opportunities for gain and
risks of loss, we cannot give you assurance that the Putnam International
Stock Portfolio (the "Portfolio") will achieve its objectives. You should
carefully review the objectives and investment practices of the Portfolio and
consider your ability to assume the risks involved before allocating payments
to the Portfolio. The loss of money is a risk of investing in the Fund.

While certain of the investment techniques, instruments and risks associated
with the Portfolio are referred to in the discussion that follows, additional
information on these subjects appears in Appendix A and B to this Prospectus.
However, those discussions do not list every type of investment, technique, or
risk to which the Portfolio may be exposed. Further, the Portfolio may change
its investment practices at any time without notice, except for those policies
that this Prospectus or the Statement of Additional Information ("SAI")
specifically identify as requiring a shareholder vote to change. Unless
otherwise indicated, all percentage limitations, as well as characterization
of a company's capitalization, are evaluated as of the date of purchase of the
security.

[SIDEBAR: Putnam International Stock Portfolio]

About the Putnam International Stock Portfolio:
(formerly, the Santander International Stock Portfolio)

Investment objective: long-term growth of capital.

Principal investment strategies: The Portfolio normally invests mostly in the
common stocks of companies outside the United States. The portfolio manager
selects countries and industries it believes are attractive. The portfolio
manager then seeks stocks offering opportunity for gain. These may include
both growth and value stocks. The Portfolio invests mainly in mid-sized and
large companies, although the Portfolio can invest in companies of any size.
The Portfolio will usually be invested in issuers located in at least three
countries, not including the U.S. Under normal conditions, the Portfolio

2
<PAGE>

will not invest more than 15% of its net assets in the equity securities of
companies domiciled in "emerging countries," as defined by Morgan Stanley
Capital International.

Performance and Volatility

The following table and chart are provided to illustrate the variability of the
investment returns that the Portfolio has earned in the past.
. Average annual total return measures the Portfolio's performance over time,
and compares those returns to a representative index. Periods of 1, 5, and
since inception are presented.
. The graphs of year-by-year returns examine volatility by illustrating the
Portfolio's historic highs and lows, as well as the consistency of returns.
. Return calculations do not reflect insurance product fees or other charges,
and if included these charges would reduce the Portfolio's past performance.
Also, past performance does not necessarily indicate how the Portfolio will
perform in the future.

Putnam International Stock/1/

Investment Results [GRAPH]
Average Annual Total Returns
As of December 31, 1999 1992 -10.21%
1993 47.76%
1 Year 5 Years Inception 1994 5.08%
1995 0.84%
Santander 1996 -1.77%
International Stock 16.44% 6.66% 7.80% 1997 -2.34%
1998 22.56%
MSCI EAFE 26.96% 12.83% 10.07% 1999 16.44%

During the period shown in the bar chart, the highest return for a
quarter was 19.4% (quarter ended March 31, 1993) and the lowest return for a
quarter was -12.8% (quarter ended September 30, 1998).

3
<PAGE>

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolio.]

Principal Risks of Investing in the Fund

The following briefly describes the principal risks that are associated with
the Portfolio.

Defensive Strategies

The portfolio manager generally may use defensive strategies. These include
holding greater cash positions, short-term money market instruments or similar
investments that are not within the Portfolio's usual investment strategy, but
do not violate any prohibition to which the Portfolio is subject. The portfolio
manager may use defensive strategies when they believe that market conditions
are not favorable for profitable investing or when the portfolio manager is
otherwise unable to locate favorable investment opportunities. Adopting a
defensive position, however, can mean that the Portfolio would be unable to
meet its investment objective.

4
<PAGE>

[SIDEBAR: About MetLife]

About The Investment Managers

Metropolitan Life Insurance Company ("MetLife") has overall responsibility for
investment management for the Portfolio. (MetLife also performs general
administrative and management services for the Fund.) In addition, MetLife is
the Fund's principal underwriter and distributor. MetLife also manages its own
investment assets and those of certain affiliated companies and other entities.
MetLife is a life insurance company which sells insurance policies and annuity
contracts. As of December 31, 1999 MetLife had $420 billion in assets under
management. MetLife is the parent of New England Life Insurance Company.

[SIDEBAR: Portfolio management of the Putnam International Stock Portfolio]

The following gives you information on the portfolio managers for the
Portfolio:

Putnam International Stock Portfolio:

[SIDEBAR: Investment Management Fees]

The Fund pays MetLife monthly for its investment management services. MetLife
pays Putnam for its investment management services. There is no separate charge
to the Fund for such services.

5
<PAGE>

The following table shows the investment management and sub-investment
management fees for the year ending December 31, 1999 as an annual percentage
of the average daily net assets of the Portfolio.

The Fund is responsible for paying its own expenses.

Portfolio Turnover Rates

The rate of portfolio turnover is the annual amount, expressed as a percentage,
of the Portfolio's securities that it replaces in one year. The portfolio
turnover rate will not be a limiting factor when it is deemed appropriate to
purchase or sell securities for the Portfolio. Portfolio turnover may vary from
year to year or within a year, depending upon economic, market or business
conditions and client contributions and withdrawals. To the extent that
brokerage commissions and transaction costs are incurred in buying and selling
portfolio securities, the rate of portfolio turnover could affect the
Portfolio's net asset value. The historical rates of portfolio turnover for the
Portfolio are set forth in the Prospectus under the Financial Highlights.

Dividends, Distributions and Taxes

[SIDEBAR: Dividends are reinvested.]

The Fund intends to qualify as a regulated investment company under the tax law
and, as such distributes substantially all of the Portfolio's ordinary net
income and capital gains each calendar year as a dividend to the separate
accounts funding the Contracts to avoid an excise tax on certain undistributed
amounts. The Fund expects to pay no income tax. Dividends are reinvested in
additional full and partial shares of the Portfolio as of the dividend payment
date.

General Information about the Fund and its Purpose

6
<PAGE>

contracts (together, the "Contracts"). Not all of the Portfolios of the Fund
are available to each of these separate accounts. An Insurance Company holding
Fund shares for a separate account has different rights from those of the owner
of a Contract. The terms "shareholder" or "shareholders" in this Prospectus
refer to the Insurance Companies, and not to any Contract owner.

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolio.]

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund and the Insurance
Companies do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

Sale and Redemption of Shares

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

The Portfolio is not designed for market timers, or large or frequent
transfers. The Fund may restrict or refuse purchases or exchanges by market
timers. You will be considered a market timer if you have (a) requested an
exchange out of the Portfolio within two weeks of an earlier exchange request,
or (b) exchanged shares out of the Portfolio more than twice in a calendar
quarter, or (c) exchanged shares equal to at least $5 million, or more than 1%
of the Portfolios net assets, or (d) otherwise seem to follow a timing pattern.
Accounts under common ownership or control are combined for these limits.

The Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued), deducting its
liabilities (including accrued expenses and dividends payable) and dividing the
result

7
<PAGE>

by the total number of the Portfolio's outstanding shares. To determine the
value of the Portfolio's assets, cash and receivables are valued at their face
amounts. Interest is recorded as accrued and dividends are recorded on the ex-
dividend date.

Securities, options and futures contracts held by the Portfolio are valued at
market value. Short-term debt instruments with a maturity of 60 days or less
held by the Portfolio are valued on an amortized cost basis. When market
quotations are not readily available for securities and assets, or when the
Board of Directors determines that customary pricing procedures would result
in an unreliable valuation, they are valued at fair value as determined by the
Board of Directors. Such a fair value procedure could be followed, for
example, if (a) an event occurs after the time of the most recent available
market quotations that is likely to have affected the value of those
securities or (b) such market quotations for other reasons do not reflect
information material to the value of those securities. The possibility of fair
value pricing means that changes in the Portfolio's net asset value may not
always correspond to changes in quoted prices of the Portfolio's investments.

[SIDEBAR: The Portfolio's net asset value per share is determined once daily.]

The Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern
time. The net asset value may also be determined on days when the New York
Stock Exchange is closed when there has been trading in the Portfolio's
securities which would result in a material change in the net asset value.

Financial Highlights

The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years, or since inception of
the Portfolio if shorter. Certain information reflects financial results for a
single share of the Portfolio. The total returns in the table represent the
rate that a shareholder would have earned or lost on an investment in the
Portfolio (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP, whose report, along
with the Fund's financial statements, are included in the annual report, which
is available upon request.

8
<PAGE>

FINANCIAL HIGHLIGHTS

<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period........... $14.14 $11.67 $11.95 $12.29 $12.30
-----------------------------------------------------------------------------------------------------------------------
Investment Operations:

Net investment income........................ 0.13 0.13 0.10 0.07 0.03

Net realized and unrealized gain/(loss)...... 2.05 2.50 (0.38) (0.28) 0.07
---------- ---------- ---------- ---------- ----------
Total From Investment Operations........... 2.18 2.63 (0.28) (0.21) 0.10.
---------- ---------- ---------- ---------- ----------

Less Distributions:

Dividends from net investment income......... (0.13) (0.16) -- -- (0.04)

Distributions from net realized capital gains (2.32) -- -- (0.13) (0.07)
---------- ---------- ---------- ---------- ----------
Total Distributions........................ (2.45) (0.16) -- (0.13) (0.11)
---------- ---------- ---------- ---------- ----------
-----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period................. $13.87 $14.14 $11.67 $11.95 $12.29
-----------------------------------------------------------------------------------------------------------------------
Total return................................. 16.44% 22.56% (2.34)% (1.77)% 0.84%

Net assets at end of period (000's).......... $317,831 $297,381 $267,089 $303,826 $297,461

Supplemental Data/Significant Ratios:

Operating expenses to average net assets..... 0.97% 1.02% 1.03% 0.97% 1.01%

Net investment income to average net assets.. 0.95% 0.87% 0.77% 0.56% 0.21%

Portfolio turnover (1)....................... 86.77% 156.32% 182.11% 116.67% 86.24%
</TABLE>

- ---------------------
+ Now, Putnam International Stock Portfolio.

Portfolio Purchases Sales of Securities
--------- --------- -------------------
Santander International Stock.... $255,774,543 $281,516,698

See Notes to Financial Statements.

9
<PAGE>

Appendix A To Prospectus

Certain Investment Practices

The Table that follows sets forth certain investment practices in which the
Putnam International Stock Portfolio may engage. These practices will not be
the primary activity of the Portfolio, however, except if noted under
"Risk/Return Summary" in the Prospectus.

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice on assets/1/
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
1 Sell covered call options on securities and stock None
indices as a hedge against or to minimize
anticipated loss in value.
- -------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and stock None
indices to earn additional income, as a hedge
against or to minimize anticipated loss in value.
- -------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on None
currencies as a hedge against anticipated declines
in currency exchange rates in which securities are
held or to be purchased or to earn additional
income.
- -------------------------------------------------------------------------------------------------
4 Purchase put options on securities and indices that None
correlate with a Portfolio's securities for
defensive purposes in order to protect against
anticipated declines in values.
- -------------------------------------------------------------------------------------------------
5 Purchase call options on securities and indices that None
correlate with that Portfolio's securities.
- -------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for defensive None
purposes in order to protect against anticipated
declines in values on currencies in which a
Portfolio's securities are or may be denominated.
- -------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that correlate None
with the currencies in which the Portfolio's
securities may be denominated.
- -------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, None
currency, and index put and call options "over-the-
counter" (rather than only on established
exchanges).
- -------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on recognized Combined limit on the sum of the
futures exchanges) on debt securities and indices of initial margin for futures and
debt securities as a hedge against or to minimize options sold on futures, plus
adverse principal fluctuations resulting from premiums paid for unexpired
anticipated interest rate changes or to adjust options on futures, is 5% of total
exposure to the bond market. assets (excluding "in the money"
as defined by the Commodity
Futures Trading Commission)
- -------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on recognized Same as Item 9
futures exchanges) on equity securities or stock
indices as a hedge or to enhance return.
- -------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts (on Same as Item 9
recognized futures exchanges) as a hedge or to
adjust exposure to the currency market.
- -------------------------------------------------------------------------------------------------
12 Sell covered call options on and purchase put and Same as Item 9
call options contracts on futures contracts (on
recognized futures exchanges) of the type and for
the same reasons the Portfolio is permitted to enter
futures contracts.
- -------------------------------------------------------------------------------------------------
13 Sell covered put options on futures contracts (on Same as Item 9
recognized futures exchanges) of the type and for
the same reasons the Portfolio is permitted to enter
into futures contracts.
- -------------------------------------------------------------------------------------------------
14 Enter into forward foreign currency exchange None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded in a
foreign currency in which the Portfolio may invest.
- -------------------------------------------------------------------------------------------------
15 Enter into forward foreign currency exchange 5% of total assets
contracts for non hedging purposes.
- -------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close out any None
of the above.
- -------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs and POs). None
- -------------------------------------------------------------------------------------------------
18 Mortgage related interest only (IOs) and principal None
only (POs) securities.
- -------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on interest None
rates, currencies and indices as a risk management
tool or to enhance return.
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice on assets/1/
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
20 Invest in foreign securities (including investments None
through European Depository Receipts ("EDRs") and
International Depository Receipts ("IDRs")).
- -------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. 20% of total assets*
- -------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. 15% of total assets
- -------------------------------------------------------------------------------------------------
23 Invest in other investment companies, which may 10% of total assets except as in B
involve payment of duplicate fees. below (except that only 5% of
total assets may be invested in a
single investment company and no
portfolio can purchase more than
3% of the total outstanding voting
securities of any one investment
company or, together with other
investment companies having the
same investment adviser, purchase
more than 10% of the voting stock
of any "closed-end" investment
company).
- -------------------------------------------------------------------------------------------------
24 Invest in money market instruments issued by a None
commercial bank or savings and loan associations (or
its foreign branch or agency) notwithstanding that
the bank or association has less than $1 billion in
total assets, is not a member of the Federal Deposit
Insurance Corporation, is not organized in the U.S.,
and/or is not operating in the U.S.
- -------------------------------------------------------------------------------------------------
25 Invest assets in securities issued by companies 25% of total assets.* (The Fund
primarily engaged in any one industry. Provided will disclose when more than 25%
that: (a) utilities will be considered separate of a Portfolio's total assets are
industries according to type of service; (b) oil and invested in four oil related
oil related companies will be considered separate industries).
industries according to type; and (c) savings, loan
associations, and finance companies will be
considered separate industries.
- -------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits necessary Together with item 27, up to 1/3
to clear Portfolio transactions; enter into reverse of the amount by which total
repurchase arrangements with banks. assets exceed total liabilities
(excluding the liabilities
represented by such obligations).*
- -------------------------------------------------------------------------------------------------
27 Borrow money for extraordinary or emergency purposes A. 5% of total assets*
(e.g.
to honor redemption requests which might otherwise B. Together with item 26, up to
require the sale of securities at an inopportune 1/3 of the amount by which total
time). assets exceed total liabilities
(excluding the liabilities
represented by such
obligations).*
- -------------------------------------------------------------------------------------------------
28 Purchase securities on a "when-issued" basis. None
- -------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including real 10% of total assets.* This limit
estate mortgage loans. shall not restrict investments in
exchange-traded real estate
investment trusts and shares of
other real estate companies.
- -------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts ("ADRs"). None
- -------------------------------------------------------------------------------------------------
31 Invest in debt securities. None on investment grade
securities but 5% in below
investment grade securities.
- -------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. None
- -------------------------------------------------------------------------------------------------
33 Invest in common stocks. None
- -------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. None
- -------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt securities. None
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted.
* Policy may be changed only by shareholder vote.

11
<PAGE>

Appendix B To Prospectus

Description Of Some Investments, Techniques, And Risks

Investment Styles

[SIDEBAR: To varying extent, the portfolio manager may use the following
techniques and investments in managing the Portfolio.]

[SIDEBAR: Capitalization]

[SIDEBAR: Equity Securities]

12
<PAGE>

interest or dividends than common stock but lower interest or dividends than
non-convertible securities.

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

13
<PAGE>

Foreign Securities Risk Considerations.

[SIDEBAR: American Depository Receipts ("ADRs")]

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

[SIDEBAR: Derivative Instruments]

Special skill is required in order to effectively use futures contracts. No
Portfolio will use futures contracts or options thereon for leveraging

14
<PAGE>

purposes. Certain risks exist when a Portfolio uses futures contracts including
the:

15
<PAGE>

[SIDEBAR: When-Issued Securities]

[SIDEBAR: Securities Lending]

16
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Managers
Putnam Investment Management, Inc.
One Post Office Square
Boston, Massachusetts 02109
(Principal Executive Office)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, New England Life Insurance
Company or Putnam. This Prospectus does not constitute an offering in any state
in which such offering may not lawfully be made.
<PAGE>

How to learn more:

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
<PAGE>

[LOGO OF METLIFE]

[LOGO OF JANUS]

[LOGO OF T. ROWE PRICE]

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options currently offered by the Metropolitan Series Fund (the
"Fund") are the Janus Mid Cap Portfolio, the T. Rowe Price Large Cap Growth
Portfolio and the T. Rowe Price Small Cap Growth Portfolio.

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................. 2
Performance and Volatility...................... 4
About the Investment Managers................... 7
Portfolio Turnover Rates........................ 9
Dividends, Distributions and Taxes.............. 9
General Information About the Fund and its
Purpose........................................ 9
Sale and Redemption of Shares................... 10
Financial Highlights............................ 11
Appendix A--Portfolio Manager Prior Performance. 14
Appendix B--Certain Investment Practices........ 15
Appendix C--Description of Some Investments,
Techniques, and Risks.......................... 18
</TABLE>

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to particular Portfolios.]

Risk/Return Summary

About all the Portfolios

[SIDEBAR: Janus Mid Cap Portfolio]

About the Janus Mid Cap Portfolio:

Investment objective: long-term growth of capital.

2
<PAGE>

[SIDEBAR: T. Rowe Price Large Cap Growth Portfolio]

About the T. Rowe Price Large Cap Growth Portfolio:

Investment objective: long-term growth of capital and, secondarily, dividend
income.

Principal risks: The risks described after the following captions under
"Principal Risks of Investing in the Fund:" "Equity investing;" "Investing in
larger companies;" "Investing in securities of foreign issuers;" and "Growth
investing." The risks of equity investing may be moderated by the fact that the
Portfolio emphasizes dividend paying securities. On the other hand, that may
expose the Portfolio more directly to interest rate risk. Volatility may be
indicative of risk. Please refer to the discussion under "Performance and
Volatility."

[SIDEBAR: T. Rowe Price Small Cap Growth Portfolio]

About the T. Rowe Price Small Cap Growth Portfolio:

Investment objective: long-term capital growth.

Principal investment strategies: The Portfolio normally invests at least 65% of
its total assets in a diversified group of small capitalization companies. The
portfolio manager defines small capitalization ("small cap") companies as those
whose market capitalization is within the range of or smaller than the bottom
100 companies in the S&P 500 Index at the time of the purchase. As of December
31, 1999, this included companies with capitalizations of approximately $3.3
billion and below. The Portfolio will be very broadly diversified which should
minimize the effects of individual security selection on Portfolio performance.
The Portfolio expects to invest primarily in common stocks and convertible
securities of companies in the development stage of their corporate life cycle
with potential to achieve long-term earnings growth faster than the overall
market.

3
<PAGE>

Performance and Volatility

The following tables and charts are provided to illustrate the variability of
the investment returns that each Portfolio shown below has earned in the past.
. Average annual total return measures a Portfolio's performance over time, and
compares those returns to a representative index. Periods of 1 year and since
inception are presented.
. The graphs of year-by-year returns examine volatility by illustrating a
Portfolio's historic highs and lows, as well as the consistency of returns.
. In general, as reflected in this section, Portfolios with higher average
annual total returns tend to be more volatile.
. Return calculations do not reflect insurance product fees or other charges,
and if included these charges would reduce each Portfolio's past performance.
Also, past performance does not necessarily indicate how a particular
Portfolio will perform in the future.

Janus Mid Cap

Investment Results
Average Annual Total Returns

[GRAPH]
As of December 31, 1999 1997* 28.22%
----------------------- 1998 37.19%
1 Year Inception 1999 122.92%
------ ---------

Janus Mid Cap 122.92% 61.99%
- --------------------------------------------
S&P 400 MidCap 14.72% 21.99%

* For the period March 3, 1997 to December 31, 1997.

T. Rowe Price Large Cap Growth

Investment Results
Average Annual Total Returns

[GRAPH]
As of December 31, 1999 1998* 10.28%
-----------------------
1999 22.23%
1 Year Inception
------ ---------

T. Rowe Price Large Cap Growth 22.23% 29.79%
- ---------------------------------------------------------
80% of S&P 500+

20% of MSCI EAFE 22.22% 28.58%

* For the period November 9, 1998 to December 31, 1998.

During the period shown in the bar chart, the highest return for a quarter was
19.3% (quarter ended December 31, 1999) and the lowest return for a quarter was
- -5.8% (quarter ended September 30, 1999.)

4
<PAGE>

T. Rowe Price Small Cap Growth

Investment Results
Average Annual Total Returns

[GRAPH]
As of December 31, 1999 1997* 18.81%
----------------------- 1998 3.45%
1 Year Inception 1999 27.99%
------ ---------

T. Rowe Price Small Cap Growth 27.99% 17.34%
- -----------------------------------------------------------
Russell 2000 Growth 43.09% 20.59%

* For the period March 3, 1997 to December 31, 1997.

5
<PAGE>

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

Principal Risks of Investing in the Fund

The following briefly describes the principal risks that are associated with
one or more of the Fund's Portfolios.

This is a principal risk for the following Portfolios:
T. Rowe Price Small Cap Growth, Janus Mid Cap and T. Rowe Price Large Cap
Growth.

This is a principal risk for the following Portfolios:
T. Rowe Price Small Cap Growth and Janus Mid Cap.

This is a principal risk for the following Portfolios:
T. Rowe Price Large Cap Growth and Janus Mid Cap.

This is a principal risk for the following Portfolios:
Janus Mid Cap and T. Rowe Price Large Cap Growth.

6
<PAGE>

dividends of value stocks that can cushion prices in a falling market. Also,
earnings disappointments often lead to sharply falling prices because investors
buy growth stocks in anticipation of superior earnings growth.

This is a principal risk for the following Portfolios:
T. Rowe Price Small Cap Growth, Janus Mid Cap and T. Rowe Price Large Cap
Growth.

This is a principal risk for the Janus Mid Cap Portfolio.

Defensive Strategies

About The Investment Managers

[SIDEBAR: About MetLife]

Portfolio management of the Janus Mid Cap Portfolio

[SIDEBAR: Portfolio management of the T. Rowe Price Portfolios]

7
<PAGE>

December 31, 1999, T. Rowe Price and its affiliates had investment management
arrangements in effect for about $179.7 billion in assets. The following gives
you information on the portfolio managers for the T. Rowe Price Portfolios:

T. Rowe Price Large Cap Growth Portfolio:

T. Rowe Price Small Cap Growth Portfolio:

[SIDEBAR: Investment Management Fees]

[SIDEBAR: Fund Expenses]

The Fund is responsible for paying its own expenses. MetLife also paid such
excess expenses for the Janus Mid Cap Portfolio until December 31, 1997 and for
the T. Rowe Price Small Cap Growth Portfolio until January 22, 1998. These
arrangements increased the performance of the Portfolios.

8
<PAGE>

Portfolio Turnover Rates

[SIDEBAR: Dividends are reinvested.]

Dividends, Distributions and Taxes

General Information about the Fund and its Purpose

The Fund offers its shares to MetLife and its affiliated insurance companies
("Insurance Companies"), including General American. The Insurance Companies
hold the Fund's shares in separate accounts that they use to support variable
life insurance policies and variable annuity contracts (together, the
"Contracts"). Not all of the Portfolios of the Fund are available to each of
these separate accounts. An Insurance Company holding Fund shares for a
separate account has different rights from those of the owner of a Contract.
The terms "shareholder" or "shareholders" in this Prospectus refer to the
Insurance Companies, and not to any Contract owner.

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

9
<PAGE>

shares (and any dividends and distributions on such shares) and the benefits
provided under that Contract.

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund and the Insurance
Companies do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

Sale and Redemption of Shares

The Portfolios are not designed for market timers, or large or frequent
transfers. The Fund may restrict or refuse purchases or exchanges by market
timers. You will be considered a market timer if you have (a) requested an
exchange out of the Portfolios within two weeks of an earlier exchange request,
or (b) exchanged shares out of the Portfolios more than twice in a calendar
quarter, or (c) exchanged shares equal to at least $5 million, or more than 1%
of the Portfolios net assets, or (d) otherwise seem to follow a timing pattern.
Accounts under common ownership or control are combined for these limits.

Each Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued), deducting its
liabilities (including accrued expenses and dividends payable) and dividing the
result by the total number of the Portfolio's outstanding shares. To determine
the value of a Portfolio's assets, cash and receivables are valued at their
face amounts. Interest is recorded as accrued and dividends are recorded on the
ex-dividend date.

10
<PAGE>

procedures would result in an unreliable valuation, they are valued at fair
value as determined by the Board of Directors. Such a fair value procedure
could be followed, for example, if (a) an event occurs after the time of the
most recent available market quotations that is likely to have affected the
value of those securities or (b) such market quotations for other reasons do
not reflect information material to the value of those securities. The
possibility of fair value pricing means that changes in a Portfolio's net asset
value may not always correspond to changes in quoted prices of a Portfolio's
investments.

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

Financial Highlights

11
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Janus Mid Cap T. Rowe Price Small Cap
Portfolio Growth Portfolio
-------------------------------- -----------------------------
Selected Data For a Share of Capital Year Ended December 31, Year Ended December 31,
-------------------------------- -----------------------------
Stock Outstanding Throughout Period: 1999 1998 1997A 1999 1998 1997A
-------- -------- --------- -------- -------- --------
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period....... $17.44 $12.77 $10.00 $12.29 $11.88 $10.00
- -----------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss)............. (0.05) (0.02) 0.01 (0.03) -- --
Net realized and unrealized gain/(loss).. 21.14 4.77 2.81 3.47 0.41 1.88
--------- -------- -------- -------- -------- -------
Total From Investment Operations....... 21.09 4.75 2.82 3.44 0.41 1.88
--------- -------- -------- -------- -------- -------
Less Distributions:
Dividends from net investment income..... -- -- (0.01) -- -- --B
Distributions from net realized capital
gains.................................... (1.99) (0.08) (0.04) -- -- --
--------- -------- -------- -------- -------- -------
Total Distributions.................... (1.99) (0.08) (0.05) -- -- --
--------- -------- -------- -------- -------- -------
- -----------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period............. $36.54 $17.44 $12.77 $15.73 $12.29 $11.88
- -----------------------------------------------------------------------------------------------------------------
Total return............................. 122.92% 37.19% 28.22% 27.99% 3.45% 18.81%
Net assets at end of period (000's)...... $1,931,797 $371,504 $103,852 $269,518 $189,132 $94,020

Supplemental Data/Significant Ratios:
- -------------------------------------
Net expenses to average net assets....... 0.71% 0.81% 0.85%* 0.61% 0.67% 0.67%*
Operating expenses to average net assets
before voluntary expense reimbursements.. N/A N/A 0.99%* N/A N/A 0.86%*
Net investment income to average net assets (0.41)% (0.22)% 0.10%* (0.27)% (0.02)% 0.01%*
Net investment income to average net assets
before voluntary expense reimbursements.. N/A N/A (0.40)%* N/A N/A (0.19)%*
Portfolio turnover (1)................... 103.28% 106.66% 74.70% 67.99% 37.93% 13.45%

<CAPTION>
T. Rowe Price Large
Cap Growth Portfolio
--------------------------
Selected Data For a Share of Capital Year Ended December 31,
Stock Outstanding Throughout Period: --------------------------
1999 1998C
---------- -----------
- -------------------------------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE: Beginning of period ............... $11.02 $10.00
- -------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss) ..................... 0.02 0.01
Net realized and unrealized gain/(loss) .......... 2.43 1.02
------- -------
Total From Investment Operations ............... 2.45 1.03
------- -------
Less Distributions:
Dividends from net investment income ............. (0.03) (0.01)
Distributions from net realized capital gains .... (0.03) --
------- -------
Total Distributions ............................ (0.06) (0.01)
------- ------
- -------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ..................... $13.41 $11.02
- -------------------------------------------------------------------------------------
Total return ..................................... 22.23% 10.28%
Net assets at end of period (000's) .............. $51,402 $6,740

Supplemental Data/Significant Ratios:
- -------------------------------------
Net expenses to average net assets ............... 0.87% 0.50%*
Operating expenses to average net assetsbefore
voluntary expense reimbursements ............... 1.31% 2.62%*
Net investment income to average net assets ...... 0.23% 0.93%*
Net investment income to average net assets before
voluntary expense reimbursements ............... (0.21)% (1.19)%*
Portfolio turnover (1) ........................... 46.48% 5.69%
</TABLE>
- ------------------------------
Footnotes Appear on Page 14.

12
<PAGE>

FINANCIAL HIGHLIGHTS\

Notes:
- ------

A For the period March 3, 1997 (commencement of operations) to December 31,
1997.
B Less than $.005 per share.
C For the period November 9, 1998 (commencement of operations) to December 31,
1998.
* Ratios have been determined based on annualized operating results for the
period. Twelve month results may be different.

Portfolio Purchases Sales of Securities
--------- --------- -------------------
Janus Mid Cap .................... $1,548,568,019 $878,660,374
T. Rowe Price Small Cap Growth ... 142,965,196 131,996,934
T. Rowe Price Large Cap Growth ... 48,659,861 11,618,731

See Notes to Financial Statements.

13
<PAGE>

Appendix A To Prospectus

Portfolio Manager Prior Performance

Because it commenced operations only on November 9, 1998, limited performance
history is available for the T. Rowe Price Large Cap Growth Portfolio. The
following, however, sets forth total return information for the one-year,
three-year, five-year and ten-year periods ended December 31, 1999 (or since
inception if more recent) for certain similar accounts that are managed by the
same sub-investment manager as is this Portfolio. Year-to-date information is
also given for the two months ended February 29, 2000. Results are shown on a
"total return" basis and include reinvestment of all dividends and capital gain
distributions.

The table also show the total return information for appropriate indices for
the same periods. The index performance information set forth below does not
reflect any fees and expenses that the Portfolio will bear. Finally each table
also shows the Portfolio over the period of its existence.

The performance figures set forth below do not reflect any of the charges and
deductions under the terms of the variable annuity contracts and variable life
insurance policies that may invest in the Portfolio. These charges may be
substantial and will cause the investment return under such a contract or
policy to be less than that of the Portfolio. Such charges are discussed in
detail in the appropriate Contract prospectus.

THE FOLLOWING PERFORMANCE INFORMATION DOES NOT REPRESENT THE PERFORMANCE OF ANY
FUND PORTFOLIO EXCEPT IN THE RIGHT HAND COLUMN OF THE TABLE.

T. Rowe Price

14
<PAGE>

Appendix B To Prospectus

Certain Investment Practices

<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
1. Janus Mid Cap
</TABLE>
<TABLE>
<CAPTION>
Portfolio
Number Portfolio Name
--------- --------------
<C> <S>
2. T. Rowe Price Large Cap Growth
3. T. Rowe Price Small Cap Growth
</TABLE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Sell covered call options on securities and All None
stock indices as a hedge against or to
minimize anticipated loss in value.
- ----------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and All None
stock indices to earn additional income, as a
hedge against or to minimize anticipated loss
in value.
- ----------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on All None
currencies as a hedge against anticipated
declines in currency exchange rates in which
securities are held or to be purchased or to
earn additional income.
- ----------------------------------------------------------------------------------------------------
4 Purchase put options on securities and All None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- ----------------------------------------------------------------------------------------------------
5 Purchase call options on securities and All None
indices that correlate with that Portfolio's
securities.
- ----------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for All None
defensive purposes in order to protect
against anticipated declines in values on
currencies in which a Portfolio's securities
are or may be denominated.
- ----------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that All None
correlate with the currencies in which the
Portfolio's securities may be denominated.
- ----------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, 1 None
currency, and index put and call options
"over-the-counter" (rather than only on
established exchanges).
- ----------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on All Combined limit on the sum of
recognized futures exchanges) on debt the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" and "bona fide
hedging" as defined by the
Commodity Futures Trading
Commission)
- ----------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on All Same as Item 9
recognized futures exchanges) on equity
securities or stock indices as a hedge or to
enhance return.
- ----------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts All Same as Item 9
(on recognized futures exchanges) as a hedge
or to adjust exposure to the currency market.
- ----------------------------------------------------------------------------------------------------
12 Sell covered call options on and purchase put All Same as Item 9
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
- ----------------------------------------------------------------------------------------------------
13 Sell covered put options on futures contracts All Same as Item 9
(on recognized futures exchanges) of the type
and for the same reasons the Portfolio is
permitted to enter into futures contracts.
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
14 Enter into forward foreign currency exchange All None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
- ----------------------------------------------------------------------------------------------------
15 Enter into forward foreign currency exchange All 5% of total assets
contracts for non hedging purposes.
- ----------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close All None
out any of the above.
- ----------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs All None
and POs).
- ----------------------------------------------------------------------------------------------------
18 Mortgage related interest only (IOs) and All None
principal only (POs) securities.
- ----------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on All None
interest rates, currencies and indices as a
risk management tool or to enhance return.
- ----------------------------------------------------------------------------------------------------
20 Invest in foreign securities (including A. 2 A. 30% of total assets
investments through European Depository (excluding reserves)*
Receipts ("EDRs") and International
Depository Receipts ("IDRs")). B. 3 B. 20% of total assets
(excluding reserves)*
C. 1 C. 30% of total assets in
foreign securities
denominated in a foreign
currency and not publicly
traded in the U.S.*
- ----------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. A. 2,3 A. 33 1/3% of total assets*
B. 1 B. 25% of total assets*
- ----------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. All . 15% of total assets
- ----------------------------------------------------------------------------------------------------
23 Invest in other investment companies, which All A. 10% of total assets
may involve payment of duplicate fees. except as in B below
(except that only 5% of
total assets may be
invested in a single
investment company and no
portfolio can purchase
more than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies
having the same investment
adviser, purchase more
than 10% of the voting
stock of any "closed-end"
investment company).
B. Up to 25% of total assets
may be invested in
affiliated money market
funds for defensive
purposes or as a means of
receiving a return on idle
cash.
- ----------------------------------------------------------------------------------------------------
24 Invest in money market instruments issued by All None
a commercial bank or savings and loan
associations (or its foreign branch or
agency) notwithstanding that the bank or
association has less than $1 billion in total
assets, is not a member of the Federal
Deposit Insurance Corporation, is not
organized in the U.S., and/or is not
operating in the U.S.
- ----------------------------------------------------------------------------------------------------
25 Invest assets in securities issued by All 25% of total assets* (The
companies primarily engaged in any one Fund will disclose when more
industry. Provided that: (a) utilities will than 25% of a Portfolio's
be considered separate industries according total assets are invested in
to type of service; (b) oil and oil related four oil related
companies will be considered separate industries.)
industries according to type; and (c)
savings, loan associations, and finance
companies will be considered separate
industries.
- ----------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits All Together with item 27, up to
necessary to clear Portfolio transactions; 1/3 of the amount by which
enter into reverse repurchase arrangements total assets exceed total
with banks. liabilities (excluding the
liabilities represented by
such obligations).*
- ----------------------------------------------------------------------------------------------------
27 Borrow money for extraordinary or emergency All A. 5% of total assets*
purposes (e.g.
to honor redemption requests which might B. Together with item 26, up
otherwise require the sale of securities at to 1/3 of the amount by
an inopportune time). which total assets exceed
total liabilities
(excluding the liabilities
represented by such
obligations).*
</TABLE>

16
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
28 Purchase securities on a "when-issued" basis. All None
- ----------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including All 10% of total assets.* This
real estate mortgage loans. limit shall not restrict
investments in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
- ----------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts A. 1 A. None
("ADRs").
B. 2 B. Together with assets
referred to in Item 20A
above, 30% of total assets
C. 3 C. Together with assets
referred to in Item 20B
above, 20% of total assets
- ----------------------------------------------------------------------------------------------------
31 Invest in debt securities. A. 1,3 A. None
B. 2,3 B. None on investment grade
securities but 5% below
investment grade
securities.
- ----------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. All None
- ----------------------------------------------------------------------------------------------------
33 Invest in common stocks. All None
- ----------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. A. 1 A. None
B. 2,3 B. 10% of its total assets
- ----------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt All None
securities.
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted.
* Policy may be changed only by shareholder vote.

17
<PAGE>

Appendix C To Prospectus

Description Of Some Investments, Techniques, And Risks

Investment Styles

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

[SIDEBAR: Capitalization]

[SIDEBAR: Equity Securities]

18
<PAGE>

interest or dividends than common stock but lower interest or dividends than
non-convertible securities.

[SIDEBAR: Debt ("Fixed Income") Securities]

19
<PAGE>

securities. The collateral supporting these securities generally is of shorter
maturity than mortgage-related securities, but exposes a Portfolio to similar
risks associated with prepayment of the receivables prior to maturity.

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Foreign Securities Risk Considerations.

20
<PAGE>

. higher custodial and settlement costs
. change in net asset value of the Portfolio's shares on days when shareholders
will not be able to purchase or redeem Fund shares.

[SIDEBAR: American Depository Receipts ("ADRs")]

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

[SIDEBAR: Derivative Instruments]

Special skill is required in order to effectively use futures contracts. No
Portfolio will use futures contracts or options thereon for leveraging
purposes. Certain risks exist when a Portfolio uses futures contracts including
the:
. inability to close out or offset futures contract transactions at favorable
prices
. reduction of the Portfolio's income
. reduction in the value of the subject of the futures contract or of the
contract itself
. imperfect correlation between the value of the futures contract and the value
of the subject of the contract
. prices moving contrary to the portfolio manager's expectation

21
<PAGE>

losing the entire premium it has paid for the option if the option cannot be
exercised profitably.

22
<PAGE>

. investment performance of the Portfolio can be worse than if these techniques
were not used if the assumptions used in entering into the transactions were
incorrect
. since these instruments generally do not trade on exchanges, a Portfolio may
not be able to enter into offsetting positions, or may suffer other losses,
if the other party to the transaction fails to meet its obligations
. more market volatility than other types of investments

[SIDEBAR: When-Issued Securities]

[SIDEBAR: Securities Lending]

23
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Managers
Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80206-4923
(Principal Executive Offices)

T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
(Principal Business Address)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, General American, T. Rowe
Price, or Janus. This Prospectus does not constitute an offering in any state
in which such offering may not lawfully be made.
<PAGE>

How to learn more:

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618

<PAGE>

[METLIFE LOGO]

[JANUS LOGO]

[L.P.LOOMIS SAYLES & COMPANY, L.P. LOGO]

[FPO PUTNAM INVESTMENTS]

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options currently offered by the Metropolitan Series Fund (the
"Fund") are:

<TABLE>
<S> <C>
Putnam International Loomis Sayles High
Stock Portfolio Yield Bond Portfolio
(formerly
Santander Russell 2000(R) Index
International Portfolio
Stock Portfolio)

Putnam Large Cap
Growth Portfolio

Janus Mid Cap
Portfolio
</TABLE>

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................................... 2
Performance and Volatility........................................ 5
About the Investment Managers..................................... 9
Portfolio Turnover Rates.......................................... 12
Dividends, Distributions and Taxes................................ 12
General Information About the Fund and its Purpose................ 12
Sale and Redemption of Shares..................................... 13
Financial Highlights.............................................. 14
Appendix A--Portfolio Manager Prior Performance................... 17
Appendix B--Certain Investment Practices.......................... 18
Appendix C--Description of Some Investments,
Techniques, and Risks............................................ 21
</TABLE>

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to particular Portfolios.]

Risk/Return Summary

About all the Portfolios

[SIDEBAR: Putnam International Stock Portfolio]

About the Putnam International Stock Portfolio:
(formerly, the Santander International Stock Portfolio).

Investment objective: long-term growth of capital.

2
<PAGE>

three countries, not including the U.S. Under normal conditions, the Portfolio
will not invest more than 15% of its net assets in the equity securities of
companies domiciled in "emerging countries," as defined by Morgan Stanley
Capital International.

[SIDEBAR: Putnam Large Cap Growth Portfolio]

About the Putnam Large Cap Growth Portfolio:

Investment objective: capital appreciation.

Principal investment strategies: The Portfolio normally invests in the common
stocks of U.S. companies, with a focus on growth stocks. The portfolio managers
look for stocks issued by companies that are likely to grow faster than the
economy as a whole. The Portfolio invests in a relatively small number of
companies that the managers believe will benefit from long-term trends in the
economy, business conditions, consumer behavior or public perceptions of the
economic environment. The Portfolio invests mainly in large companies.

[SIDEBAR: Janus Mid Cap Portfolio]

About the Janus Mid Cap Portfolio:

Investment objective: long-term growth of capital.

3
<PAGE>

"special situations';" "Investing in larger companies;" "Investing in
securities of foreign issuers;" "Investing in medium sized companies;" and
"Growth investing." Volatility may be indicative of risk. Please refer to the
discussion under "Performance and Volatility."

[SIDEBAR: Loomis Sayles High Yield Bond Portfolio]

About the Loomis Sayles High Yield Bond Portfolio:

Investment objective: high total investment return through a combination of
current income and capital appreciation.

[SIDEBAR: Russell 2000 Index Portfolio]

Russell 2000 Index Portfolio:

Investment objective: to equal the return of the Russell 2000 Index.

Principal investment strategies: The Portfolio will normally invest most of its
assets in common stocks included in the Russell 2000 Index. The Russell 2000
Index is composed of approximately 2,000 small capitalization companies. As of
December 31, 1999, the average stock market capitalization of companies in the
Russell 2000 Index was $460 million, and the weighted average stock market
capitalization was $1,360 million. The Portfolio will invest in a statistically
selected sample of the 2000 stocks included in the Russell 2000 Index. The
stocks purchased for the Portfolio are chosen to, as a group, reflect the
composite performance of the Russell 2000 Index. As the Portfolio's total
assets grow, a larger percentage of stocks included in the Russell 2000 Index
will be included in the Portfolio. In addition to securities of the type
contained in its index, the Portfolio also expects to invest, as a principal
investment strategy, in securities index futures contracts to simulate full
investment in the index while retaining liquidity, to facilitate trading, to
reduce transaction costs or to seek higher return when these derivatives are
priced more attractively than the underlying security. Also, since the
Portfolio attempts to keep transaction costs low, the portfolio manager
generally will rebalance the Portfolio only if it deviates from the actual
index by a certain percent, depending on the company, industry, and country, as
applicable. MetLife monitors the tracking performance of the Portfolio through
examination of the "correlation coefficient." A perfect correlation would
produce a coefficient of 1.00. The Portfolio will attempt to maintain a target
correlation coefficient of at least .95.

4
<PAGE>

Performance and Volatility

Putnam International Stock/1/

Investment Results
Average Annual Total Returns
[GRAPH]
As of December 31, 1999 1992 -10.21
-------------------------- 1993 47.76
1 Year 5 Years Inception 1994 5.08
------ ------- --------- 1995 0.84
Santander 1996 -1.77
International Stock 16.44% 6.66% 7.80% 1997 -2.34
- -------------------------------------------------- 1998 22.56
MSCI EAFE 26.96% 12.83% 10.07% 1999 16.44
During the period shown in the bar chart, the hightest return for a quarter was
19.4% (quarter ended March 31, 1993) and the lowest return for a quarter was
- -12.8% (quarter ended September 30, 1998).
- --------
/1/ Putnam became the sub-investment manager of the Putnam International Stock
Portfolio on January 24, 2000. Performance for all prior periods reflects
results under other sub-investment managers.

Putnam Large Cap Growth

Since the Portfolio will commence operations effective on or about May 1, 2000,
no volatility or performance information is available.

Janus Mid Cap
Investment Results
Average Annual Total Returns
[GRAPH]
As of December 31, 1999 1997 28.22
----------------------- 1998 37.19
1 Year Inception 1999 122.92
------ ---------
Janus Mid Cap 122.92% 61.99% *For the period March 3, 1997
- ------------------------------------------ to December 31, 1997.
S&P 400 MidCap 14.72% 21.99%
During the period shown inthe bar chart, the highest return for a quarter was
59.4% (quarter ended December 31, 199) and the lowest return for a quarter was
- -14.5% (quarter ended September 30, 1998).

5
<PAGE>

Loomis Sayles High Yield Bond
Investment Results
Average Annual Total Returns
As of December 31, 1999
-----------------------
1 Year Inception
------ --------- [GRAPH]
Loomis Sayles 1997 6.18
High Yield Bond 17.82% 5.29% 1998 -7.51
1999 17.82
Merrill Lynch High Yield 1.57% 5.40%
*For the period March 3, 1997
to December 31, 1997.
During the period shown in the bar chart, the highest return for a quarter was
7.5% (quarter ended September 30, 1997) and the lowest return for a quarter was
- -15.8% (quarter ended September 30, 1998).

Russell 2000(R) Index
Investment Results
Average Annual Total Returns
As of December 31, 1999
-----------------------
1 Year Inception
------ ---------
[GRAPH]
Russell 2000(R) 22.73% 25.29% 1998 5.48
- --------------------------------------------- 1999 22.73
Russell 21.26% 24.72%
*For the period November 9,
1998 to December 31, 1998.
During the period shown in the bar chart, the highest return for a quarter was
18.7% (quarter ended December 31, 1999) and the lowest return for a quarter was
- -6.2% (quarter ended September 30, 1999).

6
<PAGE>

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

Principal Risks of Investing in the Fund

The following briefly describes the principal risks that are associated with
one or more of the Fund's Portfolios.

This is a principal risk for the following Portfolios:
Putnam International Stock, Putnam Large Cap Growth, Janus Mid Cap and Russell
2000 Index.

This is a principal risk for the following Portfolios:
Janus Mid Cap and Russell 2000 Index.

This is a principal risk for the following Portfolios:
Putnam International Stock, Putnam Large Cap Growth and Janus Mid Cap.

This is a principal risk for the following Portfolio:
Loomis Sayles High Yield Bond.

7
<PAGE>

decrease more when interest rates rise, than otherwise similar obligations that
are not prepayable.

This is a principal risk for the following Portfolio:
Loomis Sayles High Yield Bond.

This is a principal risk for the following Portfolios:
Putnam International Stock, Janus Mid Cap and Loomis Sayles High Yield Bond.

This is a principal risk for the following Portfolio:
Putnam International Stock.

This is a principal risk for the following Portfolios:
Putnam International Stock, Putnam Large Cap Growth and Janus Mid Cap.

8
<PAGE>

errors may result in a Portfolio's return being lower than the return of the
applicable index.

This is a principal risk for the following Portfolio:
Russell 2000 Index.

This is a principal risk for the following Portfolio:
Janus Mid Cap.

Defensive Strategies

About The Investment Managers

[SIDEBAR: About MetLife]

Metropolitan Life Insurance Company ("MetLife") has overall responsibility for
investment management for each Portfolio and day-to-day investment management
responsibility for the Russell 2000 Index Portfolio. (MetLife also performs
general administrative and management services for the Fund.) In addition,
MetLife is the Fund's principal underwriter and distributor. MetLife also
manages its own investment assets and those of certain affiliated companies and
other entities. MetLife is a life insurance company which sells insurance
policies and annuity contracts. As of December 31, 1999 MetLife had $420
billion in assets under management. MetLife is the parent of Security First
Life Insurance Company ("Security First").

[SIDEBAR: Portfolio management of the Putnam Portfolios]

The following gives you information on the portfolio managers for the Putnam
Portfolios:

Putnam International Stock Portfolio:

The Portfolio is managed by Putnam's Core International team, with Omid
Kamshad, Managing Director, as the lead manager. Mr. Kamshad has been

9
<PAGE>

employed by Putnam since 1996. Prior to 1996, Mr. Kamshad was employed at
Lombard Odier International Portfolio Management Limited. Prior to April, 1995
he was employed at Baring Asset Management Company. He also has portfolio
management responsibilities on the Putnam teams that manage European Core,
Global Core, and Core International Small Cap institutional portfolios.

Putnam Large Cap Growth Portfolio:

[SIDEBAR: Portfolio management of the Janus Mid Cap Portfolio]

Janus Capital Corporation ("Janus") is the sub-investment manager for the
Janus Mid Cap Portfolio. It is a Colorado corporation that began providing
investment management services at its inception in 1970. In addition to the
Fund, it provides investment management services to several mutual funds and
several individual and institutional clients. As of December 31, 1999, Janus
managed approximately $248 billion in assets.

James P. Goff, Vice President since December 1993 and Portfolio Manager,
joined Janus in 1988. He is the portfolio manager for the Portfolio and has
been primarily responsible for its day-to-day management since its inception
in March, 1997. He is also a portfolio manager for other investment
portfolios. Over the past five years, he has also been Portfolio Manager at
Janus.

[SIDEBAR: Portfolio management of the Loomis Sayles High Yield Bond Portfolio]

Daniel J. Fuss, Executive Vice President, Director and Managing Partner, and
Kathleen C. Gaffney, Vice-President, have held their current positions over
the past five years and have been with Loomis Sayles since 1976 and 1984,
respectively. Mr. Fuss and Ms. Gaffney, co-portfolio managers for the
Portfolio, have been primarily responsible for its day-to-day management since
its inception in March, 1997.

10
<PAGE>

[SIDEBAR: Investment Management Fees]

The Putman Large Cap Growth Portfolios will not commence operation until on or
after May 1, 2000. The following shows the investment management and sub-
investment management fee schedules as an annual percentage of the average
daily net assets of that Portfolio.

[SIDEBAR: Fund Expenses]

The Fund is responsible for paying its own expenses. However, MetLife
voluntarily pays expenses of the Putnum Large Cap Growth Portfolio in excess of
a .20% of the average net assets of that Portfolio until the earlier of either
total net assets of the Portfolio reaching $100 million or July 1, 2002:

MetLife also paid such excess expenses for the Janus Mid Cap Portfolio until
December 31, 1997, for the Loomis Sayles High Yield Bond Portfolio until
March 2, 1999 and for the Russell 2000 Index Portfolio until December 3, 1999.
Beginning on February 22, 2000, MetLife will pay all expenses in excess of
0.30% of the average net assets for the Russell 2000 Index Portfolio until the
Portfolio's assets reach $200 million, or until April 30, 2001, whichever comes
first. These subsidies and other prior expense reimbursement arrangements can
increase the performance of the Portfolios. MetLife also has the right to stop
these payments at any time upon notice to the Board of Directors and to Fund
shareholders.

11
<PAGE>

Portfolio Turnover Rates

The rate of portfolio turnover is the annual amount, expressed as a
percentage, of a Portfolio's securities that it replaces in one year. The
portfolio turnover rate will not be a limiting factor when it is deemed
appropriate to purchase or sell securities for a Portfolio. Portfolio turnover
may vary from year to year or within a year, depending upon economic, market
or business conditions and client contributions and withdrawals. To the extent
that brokerage commissions and transaction costs are incurred in buying and
selling portfolio securities, the rate of portfolio turnover could affect each
Portfolio's net asset value. The historical rates of portfolio turnover for
all of the Portfolios are set forth in the Prospectus under the Financial
Highlights.

[SIDEBAR: Dividends are reinvested.]

Dividends, Distributions and Taxes

The Fund intends to qualify as a regulated investment company under the tax
law and, as such distributes substantially all of each Portfolio's ordinary
net income and capital gains each calendar year as a dividend to the separate
accounts funding the Contracts to avoid an excise tax on certain undistributed
amounts. The Fund expects to pay no income tax. Dividends are reinvested in
additional full and partial shares of the Portfolio as of the dividend payment
date.

General Information about the Fund and its Purpose

The Fund offers its shares to MetLife and its affiliated insurance companies
("Insurance Companies"), including Security First. The Insurance Companies
hold the Fund's shares in separate accounts that they use to support variable
life insurance policies and variable annuity contracts (together, the
"Contracts"). Not all of the Portfolios of the Fund are available to each of
these separate accounts. An Insurance Company holding Fund shares for a
separate account has different rights from those of the owner of a Contract.
The terms "shareholder" or "shareholders" in this Prospectus refer to the
Insurance Companies, and not to any Contract owner.

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

12
<PAGE>

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund and the Insurance
Companies do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

Sale and Redemption of Shares

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

The Portfolios are not designed for market timers, or large or frequent
transfers. The Fund may restrict or refuse purchases or exchanges by market
timers. You will be considered a market timer if you have (a) requested an
exchange out of the Portfolios within two weeks of an earlier exchange request,
or (b) exchanged shares out of the Portfolios more than twice in a calendar
quarter, or (c) exchanged shares equal to at least $5 million, or more than 1%
of the Portfolios net assets, or (d) otherwise seem to follow a timing pattern.
Accounts under common ownership or control are combined for these limits.

Each Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued), deducting its
liabilities (including accrued expenses and dividends payable) and dividing the
result by the total number of the Portfolio's outstanding shares. To determine
the value of a Portfolio's assets, cash and receivables are valued at their
face amounts. Interest is recorded as accrued and dividends are recorded on the
ex-dividend date.

Securities, options and futures contracts held by the Portfolios are valued at
market value. Short-term debt instruments with a maturity of 60 days or less
held by all Portfolios are valued on an amortized cost basis. When market
quotations are not readily available for securities and assets, or when the
Board of Directors determines that customary pricing procedures would result in
an unreliable valuation, they are valued at fair value as determined by the
Board of Directors. Such a fair value procedure could be followed, for example,
if (a) an event occurs after the time of the most recent available market
quotations that is likely to have affected the value of those securities or (b)
such market quotations for other reasons do not reflect information material to
the value of those securities. The possibility of fair value pricing

13
<PAGE>

means that changes in a Portfolio's net asset value may not always correspond
to changes in quoted prices of a Portfolio's investments.

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

Financial Highlights

14
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
SANTANDER INTERNATIONAL STOCK PORTFOLIO +
----------------------------------------------------------------------
Selected Data For a Share of Capital YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
Stock Outstanding Throughout Period: 1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period ............. $14.14 $11.67 $11.95 $12.29 $12.30
- --------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income ........................... 0.13 0.13 0.10 0.07 0.03
Net realized and unrealized gain/(loss) ......... 2.05 2.50 (0.38) (0.28) 0.07
--------- --------- --------- --------- ---------
Total From Investment Operations .............. 2.18 2.63 (0.28) (0.21) 0.10
--------- --------- --------- --------- ---------
Less Distributions:
Dividends from net investment income ............ (0.13) (0.16) -- -- (0.04)
Distributions from net realized capital gains.... (2.32) -- -- (0.13) (0.07)
--------- --------- --------- --------- ---------
Total Distributions ........................... (2.45) (0.16) -- (0.13) (0.11)
--------- --------- --------- --------- ---------
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ................... $13.87 $14.14 $11.67 $11.95 $12.29
- --------------------------------------------------------------------------------------------------------------------------
Total return .................................... 16.44% 22.56% (2.34)% (1.77)% 0.84
Net assets at end of period (000's) ............. $317,831 $297,381 $267,089 $303,826 $297,461

Supplemental Data/Significant Ratios:
Operating expenses to average net assets ........ 0.97% 1.02% 1.03% 0.97% 1.01%
Net investment income to average net assets ..... 0.95% 0.87% 0.77% 0.56% 0.21%
Portfolio turnover (1) .......................... 86.77% 156.32% 182.11% 116.67% 86.24%
</TABLE>

- ---------------------
+ Now, Putnam International Stock Portfolio.
<TABLE>
<CAPTION>
LOOMIS SAYLES HIGH YIELD BOND JANUS MID CAP
PORTFOLIO PORTFOLIO
--------------------------------- ---------------------------------
Selected Data For a Share of Capital YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
--------------------------------- ---------------------------------
Stock Outstanding Throughout Period: 1999 1998 1997/A/ 1999 1998 1997/A/
-------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period ............. $8.39 $10.14 $10.00 $17.44 $12.77 $10.00
- ---------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss) .................... 0.80 0.88 0.35 (0.05) (0.02) 0.01
Net realized and unrealized gain/(loss) ......... 0.69 (1.65) 0.26 21.14 4.77 2.81
-------- -------- --------- -------- -------- ---------
Total From Investment Operations .............. (1.49) (0.77) 0.61 21.09 4.75 2.82
-------- -------- --------- -------- -------- ---------
Less Distributions:
Dividends from net investment income ............ (0.79) (0.89) (0.35) -- -- (0.01)
Distributions from net realized capital gains.... --/B/ (0.09) (0.12) (1.99) (0.08) (0.04)
-------- -------- --------- -------- -------- ---------
Total Distributions ........................... (0.79) (0.98) (0.47) (1.99) (0.08) (0.05)
-------- -------- --------- -------- -------- ---------
- ---------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ................... $9.09 $8.39 $10.14 $36.54 $17.44 $12.77
- ---------------------------------------------------------------------------------------------------------------------------
Total return .................................... 17.82% (7.51)% 6.18% 122.92% 37.19% 28.22%
Net assets at end of period (000's) ............. $61,701 $42,403 $27,804 $1,931,797 $371,504 $103,852

Supplemental Data/Significant Ratios:
- -------------------------------------
Net expenses to average net assets .............. 0.93% 0.87% 0.83%* 0.71% 0.81% 0.85%*
Operating expenses to average net assets
before voluntary expense reimbursements ......... 0.94% 1.05% 1.35%* N/A N/A 0.99%*
Net investment income to average net assets ..... 9.49% 10.41% 7.04%* (0.41)% (0.22)% 0.10%*
Net investment income to average net assets
before voluntary expense reimbursements.......... 9.48% 10.23% 6.52%* N/A N/A (0.40)%*
Portfolio turnover (1) .......................... 27.75% 46.02% 39.26% 103.28% 106.66% 74.70%
</TABLE>

- ---------------------
Footnotes Appear on Page 16.

15
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
RUSSELL 2000 INDEX
PORTFOLIO
-----------------------------
Selected Data For a Share of Capital YEAR ENDED DECEMBER 31,
-----------------------------
Stock Outstanding Throughout Period: 1999 1998/C/
------------- -------------
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period ....................................................... $10.53 $10.00
- -----------------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss) .............................................................. 0.08 0.02
Net realized and unrealized gain/(loss) ................................................... 2.29 0.53
--------- ---------
Total From Investment Operations ........................................................ 2.37 0.55

Less Distributions:
Dividends from net investment income ...................................................... (0.08) (0.02)
Distributions from net realized capital gains ............................................. (0.30) --
--------- ---------
Total Distributions ..................................................................... (0.38) (0.02)
--------- ---------
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period ............................................................. $12.52 $10.53
- -----------------------------------------------------------------------------------------------------------------------------
Total return .............................................................................. 22.73% 5.48%
Net assets at end of period (000's) ....................................................... $111,729 $38,147

Supplemental Data/Significant Ratios:
- -------------------------------------
Net expenses to average net assets ........................................................ 0.45% 0.40%*
Operating expenses to average net assets before voluntary expense reimbursements .......... 0.89% 1.04%*
Net investment income to average net assets ............................................... 1.04% 1.46%*
Net investment income to average net assets before voluntary expense reimbursements ....... 0.59% 0.82%*
Portfolio turnover (1) .................................................................... 67.01% 2.80%
</TABLE>

Notes:
- ------

/A/ For the period March 3, 1997 (commencement of operations) to December 31,
1997.
/B/ Less than $.005 per share.
/C/ For the period November 9, 1998 (commencement of operations) to December
31, 1998.
* Ratios have been determined based on annualized operating results for the
period. Twelve month results may be different.

<TABLE>
<CAPTION>
Portfolio Purchases Sales of Securities
--------- --------- -------------------
<S> <C> <C>
Santander International Stock................................... $255,774,543 $281,516,698
Loomis Sayles High Yield Bond................................... 26,645,433 13,830,252
Janus Mid Cap................................................... 1,548,568,019 878,660,374
Russell 2000 Index.............................................. 102,489,864 46,437,402
</TABLE>

See Notes to Financial Statements.

16
<PAGE>

Appendix A To Prospectus

Portfolio Manager Prior Performance

The tables also show the total return information for appropriate indices for
the same periods. The index performance information set forth below does not
reflect any fees and expenses that the Portfolio will bear. Finally each table
also shows the Portfolio over the period of its existence.

The performance figures set forth below do not reflect any of the charges and
deductions under the terms of the variable annuity contracts and variable life
insurance policies that may invest in the Portfolio. These charges may be
substantial and will cause the investment return under such a contract or
policy to be less than that of the Portfolio. Such charges are discussed in
detail in the appropriate Contract prospectus.

THE FOLLOWING PERFORMANCE INFORMATION DOES NOT REPRESENT THE PERFORMANCE OF THE
PORTFOLIO EXCEPT IN THE RIGHT HAND COLUMN OF THE TABLE.

Putnam

17
<PAGE>

Appendix B To Prospectus

Certain Investment Practices

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Sell covered call options on securities and All None
stock indices as a hedge against or to
minimize anticipated loss in value.
- ----------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and 1,2,4,5 None
stock indices to earn additional income, as a
hedge against or to minimize anticipated loss
in value.
- ----------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on 1,2,5 None
currencies as a hedge against anticipated
declines in currency exchange rates in which
securities are held or to be purchased or to
earn additional income.
- ----------------------------------------------------------------------------------------------------
4 Purchase put options on securities and All None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- ----------------------------------------------------------------------------------------------------
5 Purchase call options on securities and All None
indices that correlate with that Portfolio's
securities.
- ----------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for 1,2,5 None
defensive purposes in order to protect
against anticipated declines in values on
currencies in which a Portfolio's securities
are or may be denominated.
- ----------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that 1,2,5 None
correlate with the currencies in which the
Portfolio's securities may be denominated.
- ----------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, 1,2 None
currency, and index put and call options
"over-the-counter" (rather than only on
established exchanges).
- ----------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on All, except 3 Combined limit on the sum of
recognized futures exchanges) on debt the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" and, for Portfolios 2
and 5, "bona fide hedging"
as defined by the Commodity
Futures Trading Commission)
- ----------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on All Same as Item 9
recognized futures exchanges) on equity
securities or stock indices as a hedge or to
enhance return.
- ----------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts 1,2,5 Same as Item 9
(on recognized futures exchanges) as a hedge
or to adjust exposure to the currency market.
- ----------------------------------------------------------------------------------------------------
12 Sell covered call options on and purchase put All Same as Item 9
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
- ----------------------------------------------------------------------------------------------------
13 Sell covered put options on futures contracts 1,2,4,5 Same as Item 9
(on recognized futures exchanges) of the type
and for the same reasons the Portfolio is
permitted to enter into futures contracts.
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
14 Enter into forward foreign currency exchange 1,2,4,5 None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
- ----------------------------------------------------------------------------------------------------
15 Enter into forward foreign currency exchange 1,2,5 5% of total assets
contracts for non hedging purposes.
- ----------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close All None
out any of the above.
- ----------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs All None
and POs).
- ----------------------------------------------------------------------------------------------------
18 Mortgage related interest only (IOs) and 1,2,4,5 None
principal only (POs) securities.
- ----------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on 1,2,4,5 None
interest rates, currencies and indices as a
risk management tool or to enhance return.
- ----------------------------------------------------------------------------------------------------
20 Invest in foreign securities (including A. 3,4 A. 10% of total assets in
investments through European Depository securities of foreign
Receipts ("EDRs") and International issuers except 25% of
Depository Receipts ("IDRs")). total assets may be
invested in securities
issued, assumed, or
guaranteed by foreign
governments or their
political subdivisions or
instrumentalities; assumed
or guaranteed by domestic
issuers; or issued,
assumed, or guaranteed by
foreign issuers with a
class of securities listed
on the New York Stock
Exchange.*
B. 1 B. None
C. 2 C. 30% of total assets in
foreign securities
denominated in a foreign
currency and not publicly
traded in the U.S.*
D. 5 D. 50% of total assets in
foreign securities (except
100% in securities of
Canadian issuers)*
- ----------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. A. 1,5 A. 20% of total assets*
B. 3,4 B. 33 1/3% of total assets*
C. 2 C. 25% of total assets*
- ----------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. All 15% of total assets
- ----------------------------------------------------------------------------------------------------
23 Invest in other investment companies, which A. All A. 10% of total assets
may involve payment of duplicate fees. except as in B below
(except that only 5% of
total assets may be
invested in a single
investment company and no
portfolio can purchase
more than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies
having the same investment
adviser, purchase more
than 10% of the voting
stock of any "closed-end"
investment company).
B. 2 B. Up to 25% of total assets
may be invested in
affiliated money market
funds for defensive
purposes or as a means of
receiving a return on idle
cash.
- ----------------------------------------------------------------------------------------------------
24 Invest in money market instruments issued by 1,2,4,5 None
a commercial bank or savings and loan
associations (or its foreign branch or
agency) notwithstanding that the bank or
association has less than $1 billion in total
assets, is not a member of the Federal
Deposit Insurance Corporation, is not
organized in the U.S., and/or is not
operating in the U.S.
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
25 Invest assets in securities issued by All 25% of total assets.* (The
companies primarily engaged in any one Fund will disclose when more
industry. Provided that: (a) utilities will than 25% of a Portfolio's
be considered separate industries according total assets are invested in
to type of service; (b) oil and oil related four oil related
companies will be considered separate industries).
industries according to type; and (c)
savings, loan associations, and finance
companies will be considered separate
industries.
- ----------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits All Together with item 27, up to
necessary to clear Portfolio transactions; 1/3 of the amount by which
enter into reverse repurchase arrangements total assets exceed total
with banks. liabilities (excluding the
liabilities represented by
such obligations).*
- ----------------------------------------------------------------------------------------------------
27 Borrow money for extraordinary or emergency A. All A. 5% of total assets*
purposes (e.g.
to honor redemption requests which might B. All B. Together with item 26, up
otherwise require the sale of securities at to 1/3 of the amount by
an inopportune time). which total assets exceed
total liabilities
(excluding the liabilities
represented by such
obligations).*
- ----------------------------------------------------------------------------------------------------
28 Purchase securities on a "when-issued" basis. All None
- ----------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including All 10% of total assets.* This
real estate mortgage loans. limit shall not restrict
investments in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
- ----------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts A. 4 A. Together with the assets
("ADRs"). referred to in Item 20 A
above, 35% of total assets
B. 1,2 B. None
C. 3 C. Together with assets
referred to in Item 20 A
above, 30% of total
assets.
D. 5 D. Together with assets
referred to in item 20D
above, 50% of total assets
(except 100% in
securities).
- ----------------------------------------------------------------------------------------------------
31 Invest in debt securities. A. 2,3,5 A. None
B. 1,4 B. None on investment grade
securities but 5% in below
investment grade
securities.
- ----------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. A. All, A. None
except 5
B. 5 B. Up to 20% of total assets
- ----------------------------------------------------------------------------------------------------
33 Invest in common stocks. A. All, A. None
except 5
B. 5 B. 10% of total assets
- ----------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. All None
- ----------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt All None
securities.
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted.
* Policy may be changed only by shareholder vote.

20
<PAGE>

Appendix C To Prospectus

Description Of Some Investments, Techniques, And Risks

Investment Styles

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

[SIDEBAR: Capitalization]

[SIDEBAR: Equity Securities]

21
<PAGE>

[SIDEBAR: Debt ("Fixed Income") Securities]

22
<PAGE>

associated with prepayment of the obligations makes these securities more
volatile in response to changing interest rates than other fixed-income
securities. Interest only securities ("IOs") are entitled to interest payments
from a class of these securities and principal only securities ("POs") are
entitled to principal payments from a class of these securities. POs are more
volatile in response to changing interest rates than mortgage-related
securities that provide for interest payments. IOs also are extremely volatile
and generally experience a loss in value in the event prepayment rates are
greater than anticipated, which occurs generally when interest rates fall, and
an increase in value when interest rates rise.

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Foreign Securities Risk Considerations.

23
<PAGE>

. expropriation
. costs associated with currency conversions
. less publicly available information because foreign securities and issuers
are generally not subject to the reporting requirements of the SEC
. differences in financial evaluation because foreign issuers are not subject
to the domestic accounting, auditing and financial reporting standards and
practices
. lack of development or efficiency with respect to non-domestic securities
markets and brokerage practices (including higher, non-negotiable brokerage
costs)
. less liquidity (including due to delays in transaction settlement)
. more price volatility
. smaller options and futures markets, causing lack of liquidity for these
securities
. higher custodial and settlement costs
. change in net asset value of the Portfolio's shares on days when shareholders
will not be able to purchase or redeem Fund shares.

[SIDEBAR: American Depository Receipts ("ADRs")]

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

[SIDEBAR: Derivative Instruments]

24
<PAGE>

transactions at favorable prices or to participate in the appreciation of the
subject of the call option above the exercise price. Purchasing call options
exposes a Portfolio to the risk of losing the entire premium it has paid for
the option.

25
<PAGE>

[SIDEBAR: When-Issued Securities]

[SIDEBAR: Securities Lending]

26
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Managers
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
(Principal Business Address)

Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80206-4923
(Principal Executive Offices)

Putnam Investment Management, Inc.
One Post Office Square
Boston, Massachusetts 02109
(Principal Executive Office)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, Security First, Loomis
Sayles, Janus or Putnam. This Prospectus does not constitute an offering in any
state in which such offering may not lawfully be made.
<PAGE>

How to learn more:

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
<PAGE>

[LOGO OF METLIFE]

[LOGO OF JANUS]

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options currently offered by the Metropolitan Series Fund (the
"Fund") under this prospectus are the MetLife Stock Index Portfolio and the
Janus Mid Cap Portfolio.

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................................... 2
Performance and Volatility........................................ 4
About the Investment Managers..................................... 6
Portfolio Turnover Rates.......................................... 7
Dividends, Distributions and Taxes................................ 7
General Information About the Fund and its Purpose................ 8
Sale and Redemption of Shares..................................... 8
Financial Highlights.............................................. 9
Appendix A--Certain Investment Practices.......................... 11
Appendix B--Description of Some Investments,
Techniques, and Risks............................................ 14
</TABLE>

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to either Portfolio.]

Risk/Return Summary

About Both the Portfolios

Each Portfolio of the Fund has its own investment objective. Since investment
in any Portfolio involves both opportunities for gain and risks of loss, we
cannot give you assurance that the Portfolio will achieve its objectives. You
should carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to a particular Portfolio. The loss of money is a risk of
investing in the Fund.

While certain of the investment techniques, instruments and risks associated
with each Portfolio are referred to in the discussion that follows, additional
information on these subjects appears in Appendix A and B to this Prospectus.
However, those discussions do not list every type of investment, technique, or
risk to which a Portfolio may be exposed. Further, the Portfolios may change
their investment practices at any time without notice, except for those
policies that this Prospectus or the Statement of Additional Information
("SAI") specifically identify as requiring a shareholder vote to change. Unless
otherwise indicated, all percentage limitations, as well as characterization of
a company's capitalization, are evaluated as of the date of purchase of the
security.

[SIDEBAR: MetLife Stock Index Portfolio]

About the MetLife Stock Index Portfolio

Investment objective: to equal the performance of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index").

Principal investment strategies: The Portfolio will normally invest most of its
assets in common stocks included in the S&P 500 Index. The S&P 500 Index
consists of 500 common stocks, most of which are listed on the New York Stock
Exchange. The Portfolio will be managed by purchasing the common stock of all
the companies in the S&P 500 Index. The stocks included in the S&P 500 Index
are issued by companies among those whose outstanding stock have the largest
aggregate market value, although stocks that are not among the 500 largest are
included in the S&P 500 Index for diversification purposes. In addition to
securities of the type contained in its index, the Portfolio also expects to
invest, as a principal investment strategy, in securities index futures
contracts to simulate full investment in the index while retaining liquidity,
to facilitate trading, to reduce transaction costs or to seek higher return
when these derivatives are priced more attractively than the underlying
security. Also, since the Portfolio attempts to keep transaction costs low, the
portfolio manager generally will rebalance the Portfolio only if it deviates
from the actual index by a certain percent, depending on the company, industry,
and country, as applicable. MetLife monitors the tracking performance of the
Portfolio through examination of the "correlation coefficient." A perfect
correlation would produce a coefficient of 1.00. The Portfolio will attempt to
maintain a target correlation coefficient of at least .95.

2
<PAGE>

[SIDEBAR: Janus Mid Cap Portfolio]

About the Janus Mid Cap Portfolio

Investment objective: long-term growth of capital.

3
<PAGE>

Performance and Volatility

The following table and chart are provided to illustrate the variability of the
investment returns that each Portfolio has earned in the past.

. Average annual total return measures a Portfolio's performance over time,
and compares those returns to a representative index. Periods of 1 year, 5
years (if applicable) and since inception are presented.
. The graph of year-by-year returns examines volatility by illustrating a
Portfolio's historic highs and lows, as well as the consistency of returns.
. In general, as reflected in this section, a Portfolio with higher average
annual total returns tends to be more volatile.
. Return calculations do not reflect insurance product fees or other charges,
and if included these charges would reduce each Portfolio's past
performance. Also, past performance does not necessarily indicate how a
particular Portfolio will perform in the future.

MetLife Stock Index
Investment Results [GRAPH]
Average Annual Total Returns
1991 29.76
As of December 31, 1999 1992 7.44
1 Year 5 Years Inception 1993 9.54
1994 1.18
MetLife 1995 36.87
Stock Index 20.79% 28.01% 19.07% 1996 22.66
1997 32.19
S&P 500 21.04% 28.54% 19.57% 1998 28.23
1999 20.79

Janus Mid Cap
Investment Results [GRAPH]
Average Annual Total Returns
1997 28.22
As of December 31, 1999 1998 37.19
1 Year Inception 1999 122.92

Janus Mid Cap 122.92% 61.99%

S&P 400 Mid Cap 14.72% 21.99%

4
<PAGE>

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

Principal Risks of Investing in the Fund

The following briefly describes the principal risks that are associated with
the MetLife Stock Index Portfolio or the Janus Mid Cap Portfolio.

This is a principal risk for both the MetLife Stock Index Portfolio and the
Janus Mid Cap Portfolio.

This a principal risk of investing in the MetLife Stock Index Portfolio.

This is a principal risk of investing in the Janus Mid Cap Portfolio.

5
<PAGE>

personnel may lack depth and experience. (For an explanation of "special
situations" see "investment styles" in Appendix B.)

This is a principal risk of investing in the Janus Mid Cap Portfolio.

Defensive Strategies

With respect to the Janus Mid Cap Portfolio, the portfolio manager may use
defensive strategies. These include holding greater cash positions, short-term
money market instruments or similar investments that are not within the
Portfolio's usual investment strategy, but do not violate any prohibition to
which the Portfolio is subject. The Portfolio manager may use defensive
strategies when it believes that market conditions are not favorable for
profitable investing or when the portfolio manager is otherwise unable to
locate favorable investment opportunities. Adopting a defensive position,
however, can mean that the Portfolio would be unable to meet its investment
objective.

About The Investment Managers

[SIDEBAR: About MetLife]

Metropolitan Life Insurance Company ("MetLife") has day-to-day investment
management responsibility for the Portfolio. (MetLife also performs general
administrative and management services for the Fund.) In addition, MetLife is
the Fund's principal underwriter and distributor. MetLife also manages its own
investment assets and those of certain affiliated companies and other entities.
MetLife is a life insurance company which sells insurance policies and annuity
contracts. As of December 31, 1999, MetLife had $420 billion in assets under
management. MetLife is the parent of New England Life Insurance Company.

[SIDEBAR: Portfolio management of the Janus Mid Cap Portfolio]

6
<PAGE>

March, 1997. He is also a portfolio manager for other investment portfolios.
Over the past five years, he has also been Portfolio Manager at Janus.

The Fund pays MetLife monthly for its investment management services. MetLife
pays Janus for its investment management services to the Janus Mid Cap
Portfolio. There is no separate charge to the Fund for such services.

The investment management fee for the MetLife Stock Index Portfolio for the
year ending December 31, 1999 was .25% as an annual percentage of the average
daily net assets of that Portfolio.

[SIDEBAR: Investment Management Fees]

The investment management fee and sub-investment management fee for the Janus
Mid Cap Portfolio for the year ending December 31, 1999 were .67% and total
.49%, respectively as an annual percentage of the average daily net assets of
that Portfolio.

The Fund is responsible for paying its own expenses. However, until December
30, 1997 MetLife voluntarily paid expenses of the Janus Mid Cap Portfolio in
excess of a certain percentage of net assets. This arrangement increased the
performance of the Portfolio.

Portfolio Turnover Rates

The rate of portfolio turnover is the annual amount, expressed as a percentage,
of a Portfolio's securities that it replaces in one year. The portfolio
turnover rate will not be a limiting factor when it is deemed appropriate to
purchase or sell securities for a Portfolio. Portfolio turnover may vary from
year to year or within a year, depending upon economic, market or business
conditions and client contributions and withdrawals. To the extent that
brokerage commissions and transaction costs are incurred in buying and selling
portfolio securities, the rate of portfolio turnover could affect each
Portfolio's net asset value. The historical rates of portfolio turnover for
each Portfolio are set forth in the Prospectus under the Financial Highlights.

[SIDEBAR: Dividends are reinvested]

Dividends, Distributions and Taxes

7
<PAGE>

General Information about the Fund and its Purpose

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

Some of the Portfolios have names and investment objectives that are very
similar to certain publicly available mutual funds that are managed by the
same money managers. These Portfolios are not those publicly available mutual
funds and will not have the same performance. Different performance will
result from such factors as different implementation of investment policies,
different cash flows into and out of the Portfolios, different fees, and
different sizes.

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund and the Insurance
Companies do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

Sale and Redemption of Shares

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

Shares are sold and redeemed at a price equal to the net asset value without
any sales charges. The Insurance Companies purchase or redeem shares of each
Portfolio, based on, among other things: (1) the amount of net Contract
premiums or purchase payments transferred to the separate accounts; (2)
transfers to or from separate account investment divisions; (3) policy loans;
(4) loan repayments; and (5) benefit payments to be effected on a given date
under the Contracts. Generally, these purchases and redemptions are priced
using the Portfolio net asset value computed for the same date and time as are
used to price the corresponding Contract transaction.

8
<PAGE>

The Portfolios are not designed for market timers, or large or frequent
transfers. The Fund may restrict or refuse purchases or exchanges by market
timers. You will be considered a market timer if you have (a) requested an
exchange out of the Portfolios within two weeks of an earlier exchange request,
or (b) exchanged shares out of the Portfolios more than twice in a calendar
quarter, or (c) exchanged shares equal to at least $5 million, or more than 1%
of the Portfolios net assets, or (d) otherwise seem to follow a timing pattern.
Accounts under common ownership or control are combined for these limits.

Each Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued), deducting its
liabilities (including accrued expenses and dividends payable) and dividing the
result by the total number of the Portfolio's outstanding shares. To determine
the value of a Portfolio's assets, cash and receivables are valued at their
face amounts. Interest is recorded as accrued and dividends are recorded on the
ex-dividend date.

Securities, options and futures contracts held by the Portfolios are valued at
market value. Short-term debt instruments with a maturity of 60 days or less
held by all Portfolios are valued on an amortized cost basis. When market
quotations are not readily available for securities and assets, or when the
Board of Directors determines that customary pricing procedures would result in
an unreliable valuation, they are valued at fair value as determined by the
Board of Directors. Such a fair value procedure could be followed, for example,
if (1) an event occurs after the time of the most recent available market
quotations that is likely to have affected the value of those securities or (2)
such market quotations for other reasons do not reflect information material to
the value of those securities. The possibility of fair value pricing means that
changes in a Portfolio's net asset value may not always correspond to changes
in quoted prices of a Portfolio's investments.

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

Financial Highlights

The financial highlights table is intended to help you understand each
Portfolio's financial performance for the past five years, or since inception
of the Portfolio if shorter. Certain information reflects financial results for
a single share of the Portfolio. The total returns in the table represent the
rate that a shareholder would have earned or lost on an investment in a
Portfolio (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP, whose report, along with
the Fund's financial statements, are included in the annual report, which is
available upon request.

9
<PAGE>

FINANCIAL HIGHLIGHTS

Investment Operations:
Net investment income...................... 0.37 0.37 0.34 0.33 0.32
Net realized and unrealized gain/(loss).... 6.89 7.75 6.79 3.88 4.79
----------- ----------- ----------- ----------- ----------
Total From Investment Operations......... 7.26 8.12 7.13 4.21 5.11
----------- ----------- ----------- ----------- ----------

Less Distributions:
Dividends from net investment income....... (0.36) (0.36) (0.34) (0.33) (0.32)
Distributions from net realized capital
gains..................................... (1.69) (1.16) (0.24) (0.21) (0.10)
----------- ----------- ----------- ----------- ----------
Total Distributions...................... (2.05) (1.52) (0.58) (0.54) (0.42)
----------- ----------- ----------- ----------- ----------
---------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period.............. $40.59 $35.38 $28.78 $22.23 $18.56
---------------------------------------------------------------------------------------------------------------------------
Total return............................... 20.79% 28.23% 32.19% 22.66% 36.87%%
Net assets at end of period (000's)........$4,205,202 $3,111,919 $2,020,480 $1,122,297 $635,823

Supplemental Data/Significant Ratios:
-------------------------------------
Operating expenses to average net assets... 0.29% 0.30% 0.33% 0.30% 0.32%%
Net investment income to average net
assets.................................... 1.01% 1.21% 1.47% 1.91% 2.22%%
Portfolio turnover (1)..................... 8.77% 15.07% 10.69% 11.48% 6.35%%
</TABLE>
<TABLE>
<CAPTION>
Selected Data For a JANUS MID CAP PORTFOLIO
Share of Capital -----------------------------------------
Stock Outstanding YEAR ENDED DECEMBER 31,
Throughout Period: -----------------------------------------
1999 1998 1997/A/
----------- ---------- ----------
<S> <C> <C> <C>
NET ASSET VALUE:
Beginning of period...... $17.44 $12.77 $10.00
-------------------------------------------------------------------
Investment Operations:
Net investment
income/(loss).......... (0.05) (0.02) 0.01
Net realized and
unrealized gain/(loss). 21.14 4.77 2.81
--------- -------- --------
Total From Investment
Operations............ 21.09 4.75 2.82
--------- -------- --------
Less Distributions:
Dividends from net
investment income...... -- -- (0.01)
Distributions from net
realized capital gains. (1.99) (0.08) (0.04)
--------- -------- --------
Total Distributions..... (1.99) (0.08) (0.05)
--------- -------- --------
-------------------------------------------------------------------
NET ASSET VALUE: End of
period................. $36.54 $17.44 $12.77
-------------------------------------------------------------------
Total return............ 122.92% 37.19% 28.22%
Net assets at end of
period (000's).........$1,931,797 $371,504 $103,852

Supplemental
------------
Data/Significant Ratios:
------------------------
Net expenses to average
net assets............. 0.71% 0.81% 0.85%*
Operating expenses to
average net assetsbefore
voluntary expense
reimbursements......... N/A N/A 0.99%*
Net investment income
to average net assets.. (0.41)% (0.22)% 0.10%*
Net investment income
to average net assets
before voluntary expense
reimbursements......... N/A N/A (0.40)%*
Portfolio turnover (1).. 103.28% 106.66% 74.70%

</TABLE>

- ---------------------
/A/ For the period March 3, 1997 (commencement of operations) to December 31,
1997.

* Ratios have been determined based on annualized operating results for the
period. Twelve month results may be different.

(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. Purchases and sales of securities (excluding short-term
securities) for the year ended December 31, 1999 are as follows:
<TABLE>
<CAPTION>
Portfolio Purchases Sales of Securities
--------- --------- -------------------
<S> <C> <C>
MetLife Stock Index.. $776,401,767 $317,391,821
Janus Mid Cap........ 1,548,568,019 878,660,374
</TABLE>

See Notes to Financial Statements.

<PAGE>

Appendix A To Prospectus

Certain Investment Practices

The Table that follows sets forth certain investment practices in which either
or both of the Portfolios may engage. These practices will not be the primary
activity of either Portfolio, however, except if noted under "Risk/Return
Summary" in the Prospectus. The following Portfolio numbers are used in the
table:

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Sell covered call options on securities and Both None
stock indices as a hedge against or to
minimize anticipated loss in value.
- -------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and 1 None
stock indices to earn additional income, as a
hedge against or to minimize anticipated loss
in value.
- -------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on 1 None
currencies as a hedge against anticipated
declines in currency exchange rates in which
securities are held or to be purchased or to
earn additional income.
- -------------------------------------------------------------------------------------------------
4 Purchase put options on securities and Both None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- -------------------------------------------------------------------------------------------------
5 Purchase call options on securities and Both None
indices that correlate with that Portfolio's
securities.
- -------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for 1 None
defensive purposes in order to protect
against anticipated declines in values on
currencies in which a Portfolio's securities
are or may be denominated.
- -------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that 1 None
correlate with the currencies in which the
Portfolio's securities may be denominated.
- -------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, 1 None
currency and index put and call options "over
the counter" (rather than only on established
exchanges)
- -------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on 1 Combined limit on the sum of
recognized futures exchanges) on debt the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" and "bona fide
hedging" as defined by the
Commodity Futures Trading
Commission)
- -------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on Both Same as Item 9, except "bona
recognized futures exchanges) on equity fide hedging" exclusion only
securities or stock indices as a hedge or to applies to Portfolio 1
enhance return.
- -------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts 1 Same as Item 9
(on recognized futures exchanges) as a hedge
or to adjust exposure to the currency market.
- -------------------------------------------------------------------------------------------------
12 Sell covered call options on and purchase put Both Same as Item 10
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
- -------------------------------------------------------------------------------------------------
13 Sell covered put options on futures contracts 1 Same as Item 9
(on recognized futures exchanges) of the type
and for the same reasons the Portfolio is
permitted to enter into futures contracts.
- -------------------------------------------------------------------------------------------------
14 Enter into forward foreign currency exchange 1 None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
15 Enter into forward foreign currency exchange 1 5% of total assets
contracts for non hedging purposes.
- -------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close Both None
out any of the above.
- -------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs Both None
and POs).
- -------------------------------------------------------------------------------------------------
18 Mortgage related interest only (IOs) and 1 None
principal only (POs) securities.
- -------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on 1 None
interest rates, currencies and indices as a
risk management tool.
- -------------------------------------------------------------------------------------------------
20 Invest in foreign securities (including A. 1 A. 30% of total assets in
investments through European Depository foreign securities
Receipts ("EDRs") and International denominated in a foreign
Depository Receipts ("IDRs")). currency and not publicly
traded in U.S.*
B. 2 B. 10% of total assets in
securities of foreign
issuers except 25% of
total assets may be
invested in securities
issued, assumed or
guaranteed by foreign
governments or their
political subdivisions or
instrumentalities; assumed
or guaranteed by domestic
issuers; or issued,
assumed or guaranteed by
foreign issuers with a
class of securities listed
on the New York Stock
Exchange.*
- -------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. A. 1 A. 25% of total assets*
B. 2 B. 20% of total assets*
- -------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. Both 15% of total assets
- -------------------------------------------------------------------------------------------------
23 Invest in other investment companies, which A. Both A. 10% of total assets
may involve payment of duplicate fees. except as in B below
(except that only 5% of
total assets may be
invested in a single
investment company and no
portfolio can purchase
more than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies
having the same investment
adviser, purchase more
than 10% of the voting
stock of any "closed-end"
investment company).
B. 1 B. Up to 25% of total assets
may be invested in
affiliated money market
funds for defensive
purposes or as a means of
receiving a return on idle
cash.
- -------------------------------------------------------------------------------------------------
24 Invest in money market instruments issued by 1 None
a commercial bank or savings and loan
associations (or its foreign branch or
agency) notwithstanding that the bank or
association has less than $1 billion in total
assets, is not a member of the Federal
Deposit Insurance Corporation, is not
organized in the U.S., and/or is not
operating in the U.S.
- -------------------------------------------------------------------------------------------------
25 Invest in securities issued by companies Both 25% of total assets* (The
primarily engaged in any one industry. Fund will disclose when more
Provided that: (a) utilities will be than 25% of a Portfolio's
considered separate industries according to total assets are invested in
type of service; (b) oil and oil related four oil related
companies will be considered separate industries).
industries according to type; and (c)
savings, loan associations and finance
companies will be considered separate
industries.
- -------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits Both Together with item 27, up to
necessary to clear Portfolio transactions; 1/3 of the amount by which
enter into reverse repurchase arrangements total assets exceed total
with banks. liabilities (less those
represented by such
obligations).*
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
27 Borrow money for extraordinary or emergency Both 5% of total assets. Together
purposes (e.g. to honor redemption requests with item 26, up to 1/3 of
which might otherwise require the sale of the amount by which total
securities at an inopportune time). assets exceed total
liabilities (excluding the
liabilities represented by
such obligations).*
- -------------------------------------------------------------------------------------------------
28 Purchase securities on a "when-issued" basis. Both None
- -------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including Both 10% of total assets.* This
real estate mortgage loans. limit shall not restrict
investments in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
- -------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts A. 1 A. None
("ADRs").
B. 2 B. 30% of total assets
- -------------------------------------------------------------------------------------------------
31 Invest in debt securities. Both None
- -------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. Both None
- -------------------------------------------------------------------------------------------------
33 Invest in common stocks. Both None
- -------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. Both None
- -------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt All None
securities.
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted.
* Policy may be changed only by shareholder vote.

13
<PAGE>

Appendix B To Prospectus

Description Of Some Investments, Techniques, And Risks

Investment Styles

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

A value investing approach concentrates on securities that are undervalued in
relation to a company's fundamental economic values. Securities may be
undervalued for various reasons including special situations (i.e., where the
portfolio manager believes that a company's securities will appreciate when
the market recognizes a specific development at the company, such as a new
product or process, a management change or a technological breakthrough). A
growth investing approach emphasizes stocks of companies that are projected to
grow at above-average rates based on the company's earnings growth potential.

The McGraw Hill Companies, Inc. sponsor the Standard & Poor's 500 Composite
Stock Price Index (referred to as "index sponsor"). The index sponsor has
responsibility for and does not participate in the management of the Portfolio
assets or sale of the Portfolio shares. The index and its associated
trademarks and service marks are the exclusive property of the index sponsor.
The Metropolitan Series Fund, Inc. Statement of Additional Information
contains a more detailed description of the limited relationship the index
sponsor has with MetLife and the Fund.

[SIDEBAR: Capitalization]

. greater price volatility because they are less broadly traded
. less available public information
. greater price volatility due to limited product lines, markets, financial
resources, and management experience.

[SIDEBAR: Equity Securities]

14
<PAGE>

Common stocks represent ownership in a company and participate in company
profits through dividend payments or capital appreciation after other claims
are satisfied. Common stock generally has the greatest potential for
appreciation and depreciation of all corporate securities (other than warrants)
since the share price reflects the company's earnings.

Asset-backed securities represent a direct or indirect interest in a pool of
receivables such as automobile, credit cards, equipment leases, or student
loans. The issuers of the asset-backed securities are special purpose entities
that do not have significant assets other than the receivables securitizing the
securities. The collateral supporting these securities generally is of shorter
maturity than mortgage-related securities, but exposes the Portfolio to similar
risks associated with prepayment of the receivables prior to maturity.

15
<PAGE>

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Forward Foreign Currency Exchange Contracts obligate the Portfolio to purchase
or sell a specific currency on a specified date for a specified amount. They
can be used to hedge the currency risk relating to securities traded in or
exposed to a foreign currency. When used as a hedge, substitute or proxy
currency can also be used instead of the currency in which the investment is
actually denominated. This is known as proxy hedging. These contracts can also
be used to generate income or adjust the Portfolio's exposure to various
currencies.

Foreign Securities Risk Considerations.

Although a Portfolio may reduce its overall risk by providing further
diversification, the Portfolio will be exposed to the risks listed below. In
addition, these risks may be heightened for investments in developing
countries:
. adverse effects from changing political, social or economic conditions,
diplomatic relations, taxation or investment regulations
. limitations on repatriation of assets
. expropriation
. costs associated with currency conversions
. less publicly available information because foreign securities and issuers
are generally not subject to the reporting requirements of the SEC
. differences in financial evaluation because foreign issuers are not subject
to the domestic accounting, auditing and financial reporting standards and
practices
. lack of development or efficiency with respect to non-domestic securities
markets and brokerage practices (including higher, non-negotiable brokerage
costs)
. less liquidity (including due to delays in transaction settlement)
. more price volatility
. smaller options and futures markets, causing lack of liquidity for these
securities
. higher custodial and settlement costs
. change in net asset value of the Portfolio's shares on days when shareholders
will not be able to purchase or redeem Fund shares.

16
<PAGE>

[SIDEBAR: American Depository Receipts ("ADRs")]

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

[SIDEBAR: Derivative Instruments]

17
<PAGE>

18
<PAGE>

. since these instruments generally do not trade on exchanges, a Portfolio may
not be able to enter into offsetting positions, or may suffer other losses,
if the other party to the transaction fails to meet its obligations
. more market volatility than other types of investments

[SIDEBAR: When-Issued Securities]

[SIDEBAR: Securities Lending]

19
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Manager
Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80206-4923
(Principal Executive Offices)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, New England Life Insurance
Company or Janus. This Prospectus does not constitute an offering in any state
in which such offering may not lawfully be made.
<PAGE>

How to learn more:

We have incorporated the Statement of Additional Information ("SAI") into this
Prospectus. That means the SAI is considered part of this Prospectus as though
it were included in it. The SAI contains more information about the Fund. Also,
the Fund's annual and semi-annual reports to shareholders (the "reports")
contain more information including information on the Portfolio's investments
and a discussion of the market conditions and investment strategies that
affected the Portfolio's performance for the period covered by the report.

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
<PAGE>

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

May 1, 2000

The investment options currently offered by the Metropolitan Series Fund (the
"Fund") under this prospectus are the MetLife Stock Index Portfolio and the
Janus Mid Cap Portfolio.

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Risk/Return Summary............................................... 2
Performance and Volatility........................................ 4
About the Investment Managers..................................... 6
Portfolio Turnover Rates.......................................... 7
Dividends, Distributions and Taxes................................ 7
General Information About the Fund and its Purpose................ 8
Sale and Redemption of Shares..................................... 8
Financial Highlights.............................................. 9
Appendix A--Certain Investment Practices.......................... 11
Appendix B--Description of Some Investments,
Techniques, and Risks........................................... 14
</TABLE>

[LOGO OF METLIFE]

[LOGO OF JANUS]
<PAGE>

[SIDEBAR: Carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to either Portfolio.]

Risk/Return Summary

About Both the Portfolios

Each Portfolio of the Fund has its own investment objective. Since investment
in any Portfolio involves both opportunities for gain and risks of loss, we
cannot give you assurance that the Portfolio will achieve its objectives. You
should carefully review the objectives and investment practices of the
Portfolios and consider your ability to assume the risks involved before
allocating payments to a particular Portfolio. The loss of money is a risk of
investing in the Fund.

While certain of the investment techniques, instruments and risks associated
with each Portfolio are referred to in the discussion that follows, additional
information on these subjects appears in Appendix A and B to this Prospectus.
However, those discussions do not list every type of investment, technique, or
risk to which a Portfolio may be exposed. Further, the Portfolios may change
their investment practices at any time without notice, except for those
policies that this Prospectus or the Statement of Additional Information
("SAI") specifically identify as requiring a shareholder vote to change. Unless
otherwise indicated, all percentage limitations, as well as characterization of
a company's capitalization, are evaluated as of the date of purchase of the
security.

About the MetLife Stock Index Portfolio

[SIDEBAR: MetLife Stock Index Portfolio]

Investment objective: to equal the performance of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index").

2
<PAGE>

[SIDEBAR: Janus Mid Cap Portfolio]

About the Janus Mid Cap Portfolio

Investment objective: long-term growth of capital.

3
<PAGE>

Performance and Volatility

The following table and chart are provided to illustrate the variability of the
investment returns that each Portfolio has earned in the past.

MetLife Stock Index

[GRAPH]
Investment Results
Average Annual Total Returns
1991 29.76%
As of December 31, 1999 1992 7.44%
1 Year 5 Years Inception 1993 9.54%
MetLife 1994 1.18%
Stock Index 20.79% 28.01% 19.07% 1995 36.87%
1996 22.66%
S&P 500 21.04% 28.54% 19.57% 1997 32.19%
1998 28.23%
1999 20.79%

Janus Mid Cap

Investment Results
Average Annual Total Returns

As of December 31, 1999
1 Year Inception [GRAPH]

Janus Mid Cap 122.92% 61.99% 1997* 28.22%
1998 37.19%
S&P 400 MidCap 14.72% 21.99% 1999 122.92%

* For the period March 3, 1997
to December 31, 1997.

4
<PAGE>

[SIDEBAR: Carefully review the principal risks associated with investing in the
Portfolios.]

Principal Risks of Investing in the Fund

The following briefly describes the principal risks that are associated with
the MetLife Stock Index Portfolio or the Janus Mid Cap Portfolio.

This is a principal risk for both the MetLife Stock Index Portfolio and the
Janus Mid Cap Portfolio.

This a principal risk of investing in the MetLife Stock Index Portfolio.

This is a principal risk of investing in the Janus Mid Cap Portfolio.

5
<PAGE>

personnel may lack depth and experience. (For an explanation of "special
situations" see "investment styles" in Appendix B.)

This is a principal risk of investing in the Janus Mid Cap Portfolio.

Defensive Strategies

About The Investment Managers

[SIDEBAR: About MetLife]

[SIDEBAR: Portfolio management of the Janus Mid Cap Portfolio]

6
<PAGE>

March, 1997. He is also a portfolio manager for other investment portfolios.
Over the past five years, he has also been Portfolio Manager at Janus.

The investment management fee for the MetLife Stock Index Portfolio for the
year ending December 31, 1999 was .25% as an annual percentage of the average
daily net assets of that Portfolio.

[SIDEBAR: Investment Management Fees]

Portfolio Turnover Rates

The rate of portfolio turnover is the annual amount, expressed as a percentage,
of a Portfolio's securities that it replaces in one year. The portfolio
turnover rate will not be a limiting factor when it is deemed appropriate to
purchase or sell securities for a Portfolio. Portfolio turnover may vary from
year to year or within a year, depending upon economic, market or business
conditions and client contributions and withdrawals. To the extent that
brokerage commissions and transaction costs are incurred in buying and selling
portfolio securities, the rate of portfolio turnover could affect each
Portfolio's net asset value. The historical rates of portfolio turnover for
each Portfolio are set forth in the Prospectus under the Financial Highlights.

[SIDEBAR: Dividends are reinvested]

Dividends, Distributions and Taxes

7
<PAGE>

General Information about the Fund and its Purpose

[SIDEBAR: Contract owners may allocate the amounts under the Contracts for
ultimate investment in the Portfolios.]

Some of the Portfolios have names and investment objectives that are very
similar to certain publicly available mutual funds that are managed by the
same money managers. These Portfolios are not those publicly available mutual
funds and will not have the same performance. Different performance will
result from such factors as different implementation of investment policies,
different cash flows into and out of the Portfolios, different fees, and
different sizes.

Sale and Redemption of Shares

[SIDEBAR: Fund shares are available only through variable life and variable
annuity contracts.]

Shares are sold and redeemed at a price equal to the net asset value without
any sales charges. The Insurance Companies purchase or redeem shares of each
Portfolio, based on, among other things: (1) the amount of net Contract
premiums or purchase payments transferred to the separate accounts; (2)
transfers to or from separate account investment divisions; (3) policy loans;
(4) loan repayments; and (5) benefit payments to be effected on a given date
under the Contracts. Generally, these purchases and redemptions are priced
using the Portfolio net asset value computed for the same date and time as are
used to price the corresponding Contract transaction.

8
<PAGE>

The Portfolios are not designed for market timers, or large or frequent
transfers. The Fund may restrict or refuse purchases or exchanges by market
timers. You will be considered a market timer if you have (a) requested an
exchange out of the Portfolios within two weeks of an earlier exchange request,
or (b) exchanged shares out of the Portfolios more than twice in a calendar
quarter, or (c) exchanged shares equal to at least $5 million, or more than 1%
of the Portfolios net assets, or (d) otherwise seem to follow a timing pattern.
Accounts under common ownership or control are combined for these limits.

Each Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued), deducting its
liabilities (including accrued expenses and dividends payable) and dividing the
result by the total number of the Portfolio's outstanding shares. To determine
the value of a Portfolio's assets, cash and receivables are valued at their
face amounts. Interest is recorded as accrued and dividends are recorded on the
ex-dividend date.

Securities, options and futures contracts held by the Portfolios are valued at
market value. Short-term debt instruments with a maturity of 60 days or less
held by all Portfolios are valued on an amortized cost basis. When market
quotations are not readily available for securities and assets, or when the
Board of Directors determines that customary pricing procedures would result in
an unreliable valuation, they are valued at fair value as determined by the
Board of Directors. Such a fair value procedure could be followed, for example,
if (1) an event occurs after the time of the most recent available market
quotations that is likely to have affected the value of those securities or (2)
such market quotations for other reasons do not reflect information material to
the value of those securities. The possibility of fair value pricing means that
changes in a Portfolio's net asset value may not always correspond to changes
in quoted prices of a Portfolio's investments.

[SIDEBAR: A Portfolio's net asset value per share is determined once daily.]

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

Financial Highlights

9
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Selected Data For a Share of Capital METLIFE STOCK INDEX PORTFOLIO
--------------------------------------------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period....... $35.38 $28.78 $22.23 $18.56 $13.87
-----------------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income..................... 0.37 0.37 0.34 0.33 0.32
Net realized and unrealized gain/(loss)... 6.89 7.75 6.79 3.88 4.79
----------- ----------- ----------- ----------- ----------
Total From Investment Operations........ 7.26 8.12 7.13 4.21 5.11
----------- ----------- ----------- ----------- ----------

Less Distributions:
Dividends from net investment income...... (0.36) (0.36) (0.34) (0.33) (0.32)
Distributions from net realized capital
gains................................... (1.69) (1.16) (0.24) (0.21) (0.10)
----------- ----------- ----------- ----------- ----------
Total Distributions..................... (2.05) (1.52) (0.58) (0.54) (0.42)
----------- ----------- ----------- ----------- ----------
-----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period............. $40.59 $35.38 $28.78 $22.23 $18.56
-----------------------------------------------------------------------------------------------------------------------
Total return.............................. 20.79% 28.23% 32.19% 22.66% 36.87%

Net assets at end of period (000's)....... $4,205,202 $3,111,919 $2,020,480 $1,122,297 $635,823

Supplemental Data/Significant Ratios:
-------------------------------------
Operating expenses to average net assets.. 0.29% 0.30% 0.33% 0.30% 0.32%
Net investment income to average net
assets.................................. 1.01% 1.21% 1.47% 1.91% 2.22%
Portfolio turnover (1).................... 8.77% 15.07% 10.69% 11.48% 6.35%
</TABLE>

<TABLE>
<CAPTION>
Selected Data For a Share of Capital JANUS MID CAP PORTFOLIO
-----------------------------------------
Stock Outstanding Throughout Period: YEAR ENDED DECEMBER 31,
-----------------------------------------
1999 1998 1997/A/
----------- ---------- ----------
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: Beginning of period.......................... $17.44 $12.77 $10.00
-----------------------------------------------------------------------------------------------------------------
Investment Operations:
Net investment income/(loss)................................. (0.05) (0.02) 0.01
Net realized and unrealized gain/(loss)...................... 21.14 4.77 2.81
----------- ----------- -----------
Total From Investment Operations........................... 21.09 4.75 2.82
----------- ----------- -----------

Less Distributions:
Dividends from net investment income......................... -- -- (0.01)
Distributions from net realized capital gains................ (1.99) (0.08) (0.04)
----------- ----------- -----------
Total Distributions........................................ (1.99) (0.08) (0.05)
----------- ----------- -----------
-----------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period................................ $36.54 $17.44 $12.77
-----------------------------------------------------------------------------------------------------------------
Total return................................................. 122.92% 37.19% 28.22%
Net assets at end of period (000's).......................... $1,931,797 $371,504 $103,852

Supplemental Data/Significant Ratios:
------------------------------------
Net expenses to average net assets........................... 0.71% 0.81% 0.85%*
Operating expenses to average net assets before
voluntary expense reimbursements........................... N/A N/A 0.99%*
Net investment income to average net assets.................. (0.41)% (0.22)% 0.10%*
Net investment income to average net assets
before voluntary expense reimbursements.................... N/A N/A (0.40)%
Portfolio turnover (1)....................................... 103.28% 106.66% 74.70%

- ---------------------
/A/ For the period March 3, 1997 (commencement of operations) to December 31, 1997.

* Ratios have been determined based on annualized operating results for the period. Twelve month results
may be different.

<TABLE>
<CAPTION>
Portfolio Purchases Sales of Securities
--------- --------- -------------------
<S> <C> <C>
MetLife Stock Index........ $776,401,767 $317,391,821
Janus Mid Cap.............. 1,548,568,019 878,660,374
</TABLE>

See Notes to Financial Statements.

10
<PAGE>

Appendix A To Prospectus

Certain Investment Practices

<TABLE>
<CAPTION>
Portfolio Portfolio
Number Portfolio Name Number Portfolio Name
--------- -------------- --------- --------------
<C> <S> <C> <C>
1. Janus Mid Cap 2. MetLife Stock Index
</TABLE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Sell covered call options on securities and Both None
stock indices as a hedge against or to
minimize anticipated loss in value.
- -------------------------------------------------------------------------------------------------
2 Sell covered put options on securities and 1 None
stock indices to earn additional income, as a
hedge against or to minimize anticipated loss
in value.
- -------------------------------------------------------------------------------------------------
3 Sell covered put and covered call options on 1 None
currencies as a hedge against anticipated
declines in currency exchange rates in which
securities are held or to be purchased or to
earn additional income.
- -------------------------------------------------------------------------------------------------
4 Purchase put options on securities and Both None
indices that correlate with a Portfolio's
securities for defensive purposes in order to
protect against anticipated declines in
values.
- -------------------------------------------------------------------------------------------------
5 Purchase call options on securities and Both None
indices that correlate with that Portfolio's
securities.
- -------------------------------------------------------------------------------------------------
6 Purchase put options on currencies for 1 None
defensive purposes in order to protect
against anticipated declines in values on
currencies in which a Portfolio's securities
are or may be denominated.
- -------------------------------------------------------------------------------------------------
7 Purchase call options on currencies that 1 None
correlate with the currencies in which the
Portfolio's securities may be denominated.
- -------------------------------------------------------------------------------------------------
8 Purchase and sell otherwise permitted stock, 1 None
currency and index put and call options "over
the counter" (rather than only on established
exchanges)
- -------------------------------------------------------------------------------------------------
9 Purchase and sell futures contracts (on 1 Combined limit on the sum of
recognized futures exchanges) on debt the initial margin for
securities and indices of debt securities as futures and options sold on
a hedge against or to minimize adverse futures, plus premiums paid
principal fluctuations resulting from for unexpired options on
anticipated interest rate changes or to futures, is 5% of total
adjust exposure to the bond market. assets (excluding "in the
money" and "bona fide
hedging" as defined by the
Commodity Futures Trading
Commission)
- -------------------------------------------------------------------------------------------------
10 Purchase and sell future contracts (on Both Same as Item 9, except "bona
recognized futures exchanges) on equity fide hedging" exclusion only
securities or stock indices as a hedge or to applies to Portfolio 1
enhance return.
- -------------------------------------------------------------------------------------------------
11 Purchase and sell currency futures contracts 1 Same as Item 9
(on recognized futures exchanges) as a hedge
or to adjust exposure to the currency market.
- -------------------------------------------------------------------------------------------------
12 Sell covered call options on and purchase put Both Same as Item 10
and call options contracts on futures
contracts (on recognized futures exchanges)
of the type and for the same reasons the
Portfolio is permitted to enter futures
contracts.
- -------------------------------------------------------------------------------------------------
13 Sell covered put options on futures contracts 1 Same as Item 9
(on recognized futures exchanges) of the type
and for the same reasons the Portfolio is
permitted to enter into futures contracts.
- -------------------------------------------------------------------------------------------------
14 Enter into forward foreign currency exchange 1 None
contracts to hedge currency risk relating to
securities denominated, exposed to, or traded
in a foreign currency in which the Portfolio
may invest.
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
15 Enter into forward foreign currency exchange 1 5% of total assets
contracts for non hedging purposes.
- -------------------------------------------------------------------------------------------------
16 Enter into transactions to offset or close Both None
out any of the above.
- -------------------------------------------------------------------------------------------------
17 Mortgage-related securities (except for IOs Both None
and POs).
- -------------------------------------------------------------------------------------------------
18 Mortgage related interest only (IOs) and 1 None
principal only (POs) securities.
- -------------------------------------------------------------------------------------------------
19 Use swaps, caps, floors and collars on 1 None
interest rates, currencies and indices as a
risk management tool.
- -------------------------------------------------------------------------------------------------
20 Invest in foreign securities (including A. 1 A. 30% of total assets in
investments through European Depository foreign securities
Receipts ("EDRs") and International denominated in a foreign
Depository Receipts ("IDRs")). currency and not publicly
traded in U.S.*
B. 2 B. 10% of total assets in
securities of foreign
issuers except 25% of
total assets may be
invested in securities
issued, assumed or
guaranteed by foreign
governments or their
political subdivisions or
instrumentalities; assumed
or guaranteed by domestic
issuers; or issued,
assumed or guaranteed by
foreign issuers with a
class of securities listed
on the New York Stock
Exchange.*
- -------------------------------------------------------------------------------------------------
21 Lend Portfolio securities. A. 1 A. 25% of total assets*
B. 2 B. 20% of total assets*
- -------------------------------------------------------------------------------------------------
22 Invest in securities that are illiquid. Both 15% of total assets
- -------------------------------------------------------------------------------------------------
23 Invest in other investment companies, which A. Both A. 10% of total assets
may involve payment of duplicate fees. except as in B below
(except that only 5% of
total assets may be
invested in a single
investment company and no
portfolio can purchase
more than 3% of the total
outstanding voting
securities of any one
investment company or,
together with other
investment companies
having the same investment
adviser, purchase more
than 10% of the voting
stock of any "closed-end"
investment company).
B. 1 B. Up to 25% of total assets
may be invested in
affiliated money market
funds for defensive
purposes or as a means of
receiving a return on idle
cash.
- -------------------------------------------------------------------------------------------------
24 Invest in money market instruments issued by 1 None
a commercial bank or savings and loan
associations (or its foreign branch or
agency) notwithstanding that the bank or
association has less than $1 billion in total
assets, is not a member of the Federal
Deposit Insurance Corporation, is not
organized in the U.S., and/or is not
operating in the U.S.
- -------------------------------------------------------------------------------------------------
25 Invest in securities issued by companies Both 25% of total assets* (The
primarily engaged in any one industry. Fund will disclose when more
Provided that: (a) utilities will be than 25% of a Portfolio's
considered separate industries according to total assets are invested in
type of service; (b) oil and oil related four oil related
companies will be considered separate industries).
industries according to type; and (c)
savings, loan associations and finance
companies will be considered separate
industries.
- -------------------------------------------------------------------------------------------------
26 Borrow in the form of short-term credits Both Together with item 27, up to
necessary to clear Portfolio transactions; 1/3 of the amount by which
enter into reverse repurchase arrangements total assets exceed total
with banks. liabilities (less those
represented by such
obligations).*
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
Percentage limit per Portfolio
Item Investment practice Portfolios on assets/1/
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
27 Borrow money for extraordinary or emergency Both 5% of total assets. Together
purposes (e.g. to honor redemption requests with item 26, up to 1/3 of
which might otherwise require the sale of the amount by which total
securities at an inopportune time). assets exceed total
liabilities (excluding the
liabilities represented by
such obligations).*
- -------------------------------------------------------------------------------------------------
28 Purchase securities on a "when-issued" basis. Both None
- -------------------------------------------------------------------------------------------------
29 Invest in real estate interests, including Both 10% of total assets.* This
real estate mortgage loans. limit shall not restrict
investments in exchange-
traded real estate
investment trusts and shares
of other real estate
companies.
- -------------------------------------------------------------------------------------------------
30 Purchase American Depository Receipts A. 1 A. None
("ADRs").
B. 2 B. 30% of total assets
- -------------------------------------------------------------------------------------------------
31 Invest in debt securities. Both None
- -------------------------------------------------------------------------------------------------
32 Invest in preferred stocks. Both None
- -------------------------------------------------------------------------------------------------
33 Invest in common stocks. Both None
- -------------------------------------------------------------------------------------------------
34 Invest in hybrid instruments. Both None
- -------------------------------------------------------------------------------------------------
35 Enter into forward contracts on debt All None
securities.
</TABLE>
- -----------
/1/ At time of investment, unless otherwise noted.
* Policy may be changed only by shareholder vote.

13
<PAGE>

Appendix B To Prospectus

Description Of Some Investments, Techniques, And Risks

Investment Styles

[SIDEBAR: To varying extents, the portfolio managers may use the following
techniques and investments in managing the Portfolios.]

A value investing approach concentrates on securities that are undervalued in
relation to a company's fundamental economic values. Securities may be
undervalued for various reasons including special situations (i.e., where the
portfolio manager believes that a company's securities will appreciate when
the market recognizes a specific development at the company, such as a new
product or process, a management change or a technological breakthrough). A
growth investing approach emphasizes stocks of companies that are projected to
grow at above-average rates based on the company's earnings growth potential.

The McGraw Hill Companies, Inc. sponsor the Standard & Poor's 500 Composite
Stock Price Index (referred to as "index sponsor"). The index sponsor has
responsibility for and does not participate in the management of the Portfolio
assets or sale of the Portfolio shares. The index and its associated
trademarks and service marks are the exclusive property of the index sponsor.
The Metropolitan Series Fund, Inc. Statement of Additional Information
contains a more detailed description of the limited relationship the index
sponsor has with MetLife and the Fund.

[SIDEBAR: Capitalization]

[SIDEBAR: Equity Securities]

14
<PAGE>

Common stocks represent ownership in a company and participate in company
profits through dividend payments or capital appreciation after other claims
are satisfied. Common stock generally has the greatest potential for
appreciation and depreciation of all corporate securities (other than warrants)
since the share price reflects the company's earnings.

Asset-backed securities represent a direct or indirect interest in a pool of
receivables such as automobile, credit cards, equipment leases, or student
loans. The issuers of the asset-backed securities are special purpose entities
that do not have significant assets other than the receivables securitizing the
securities. The collateral supporting these securities generally is of shorter
maturity than mortgage-related securities, but exposes the Portfolio to similar
risks associated with prepayment of the receivables prior to maturity.

15
<PAGE>

[SIDEBAR: Foreign Investments]

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Foreign Securities Risk Considerations.

16
<PAGE>

[SIDEBAR: American Depository Receipts ("ADRs")]

[SIDEBAR: U.S. Dollar-Denominated Money Market Securities of Foreign Issuers]

[SIDEBAR: Derivative Instruments]

17
<PAGE>

18
<PAGE>

[SIDEBAR: When-Issued Securities]

[SIDEBAR: Securities Lending]

19
<PAGE>

Metropolitan Series Fund, Inc.

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

Principal Office of the Fund
1 Madison Avenue
New York, New York 10010

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

Investment Manager and Principal Underwriter
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)

Sub-Investment Manager
Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80206-4923
(Principal Executive Offices)

Custodian, Transfer Agent and
Dividend Paying Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)

No dealer, salesman, or other person has been authorized to give any informa-
tion or to make any representations, other than those contained in this Pro-
spectus, in connection with the offer made by this Prospectus, and, if given or
made, such other information or representations must not be relied upon as hav-
ing been authorized by the Fund, Metropolitan Life, Metropolitan Tower or Ja-
nus. This Prospectus does not constitute an offering in any state in which such
offering may not lawfully be made.
<PAGE>

How to learn more:

We have incorporated the Statement of Additional Information ("SAI") into this
Prospectus. That means the SAI is considered part of this Prospectus as though
it were included in it. The SAI contains more information about the Fund. Also,
the Fund's annual and semi-annual reports to shareholders (the "reports")
contain more information including information on the Portfolio's investments
and a discussion of the market conditions and investment strategies that
affected the Portfolio's performance for the period covered by the report.

How to get copies:

To request a free copy of the SAI or the reports or to make any other
inquiries, write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Phone: (800) 553-4459

Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about
using the Public Reference Room)
Internet site: http://www.sec.gov

IC# 811-3618
99042XIY (exp0501)MLIC-LD