METROPOLITAN LIFE SEPARATE ACCOUNT E, 497, 1995-12-21

METROPOLITAN LIFE SEPARATE ACCOUNT E
497, 1995-12-21

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<PAGE>

Supplement to May 1, 1995 Prospectus for Metropolitan Life Separate Account E
for Preference Plus (R) Account-Enhanced Contracts and EPPA/FFA Contracts:

1. Add as the second paragraph to Item 15 on C-PPA-17 and Item 16 on FFA-
24:

For transfers commencing on or after January 1, 1996:

(a) If you "roll over" amounts from other MetLife contracts we
designate and if they have been in force at least two years we
will apply the one of the following two formulas that is more
favorable to you:

(i) the same withdrawal charge schedule that would have applied
to the "rolled over" amounts had they remained in your other
MetLife contracts; however, any exceptions or reductions to
the basic withdrawal charge percentage that the Contract
does not provide for (such as a 0% charge at the end of an
interest rate guarantee period or a 3% charge at the third
anniversary) will not apply; and

(ii) subject the "rolled over" amounts to a withdrawal charge
applied as described above in "What is the early withdrawal
charge (sales load)?" as follows:

<TABLE>
<CAPTION>
DURING PURCHASE PAYMENT YEAR
-----------------------------------------------------------------------------
1 2 3 4 5 6 & BEYOND
--- --- --- --- --- ----------
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0%
</TABLE>

Purchase payment year for this purpose is measured from the date
of the "roll over," not the original purchase payment date under
the other MetLife contracts.

(b) If the other MetLife contracts have been in force less than two
years, we will treat the other contracts and this Contract as if
they were one for purposes of determining when a purchase
payment was made by crediting under this Contract your purchase
payments with the time you held them under the other MetLife
contracts prior to the time they were "rolled over."

2. Replace in the second paragraph following "Who sells your Contract or
Income Annuity and do you pay a commission on the purchase of your
Contract or Income Annuity?" the last sentence on C-PPA-23 and the last
two sentences on FFA-31 with the following:

The commissions we pay range from 0% to 6% depending on the age of
the participant or annuitant.

December 19, 1995
KEEP THIS SUPPLEMENT WITH YOUR PROSPECTUS

EPPAFFAENHSticker (0196)
<PAGE>

Supplement to May 1, 1995 Prospectus for Metropolitan Life Separate Account E
for IRA/NQ/SEP Preference Plus (R) Account Contracts:

1. Add as the second paragraph to Item 8 on A-PPA-15:

For transfers commencing on or after January 1, 1996:

(ii) subject the "rolled over" amounts to a withdrawal charge
applied as described above in "What is the early withdrawal
charge (sales load)?" as follows:

Purchase payment year for this purpose is measured from the date
of the "roll over," not the original purchase payment date under
the other MetLife contracts.

The commissions we pay range from 0% to 6% depending on the age of
the participant or annuitant.

December 19, 1995
KEEP THIS SUPPLEMENT WITH YOUR PROSPECTUS

IRANQSEPSticker (0196)
<PAGE>

Supplement to May 1, 1995 Prospectus for Metropolitan Life Separate Account E
for TSA/PEDC/KEOGH Preference Plus (R) Account Contracts:

1. Add after the third sentence in the paragraph following "Will you pay an
early withdrawal charge (sales load) when you receive a SWIP payment?"
on B-PPA-14:

On or about February 1, 1996, the 10% "free corridor" for certain TSA
Contracts may be taken in an unlimited number of partial withdrawals
from the Account Balance during the Contract Year. Because of this
change, the imposition of an early withdrawal charge does not depend on
whether SWIP payments comprise the first, second or later withdrawal
during the Contract Year. Therefore, on or about February 1, 1996, if
SWIP payments are within the "free corridor," calculated for this
purpose as the applicable percentage of the Account Balance on the SWIP
anniversary date, all such SWIP payments will not be subject to an
early withdrawal charge. Otherwise, SWIP payments in excess of the
"free corridor" will be subject to an early withdrawal charge unless
the payments are from other amounts to which an early withdrawal charge
no longer applies. See "Deductions and Charges" on the following page.

2. Replace the first and third paragraphs in the left hand column on B-PPA-
16 with the following:

For TSA Contracts issued before January 15, 1996, to school districts
that employ members of the Michigan Education Association, you must
specify the source of amounts (other than earnings) from which a
withdrawal may be taken, such as salary reduction elective deferrals,
direct rollovers, direct transfers or employer contributions.

For TSA Contracts issued before January 15, 1996, to school districts
that employ members of the Michigan Education Association, withdrawal
charges are imposed on amounts (other than earnings) for the first
seven Contract Years after the purchase payment is received as shown in
the table below:

3. Add as second paragraph to Item 15 on B-PPA-17:

For transfers commencing on or after January 1, 1996:

(ii) subject the "rolled over" amounts to a withdrawal charge
applied as described above in "What is the early withdrawal
charge (sales load)?" as follows:

Purchase payment year for this purpose is measured from the date of the
"roll over," not the original purchase payment date under the other
MetLife contracts.
<PAGE>

4. Replace the last sentence in the second paragraph following "Who sells
your Contract or Income Annuity and do you pay a commission on the
purchase of your Contract or Income Annuity?" on B-PPA-24 with the
following:

The commissions we pay range from 0% to 6% depending on the age of
the participant or annuitant.

December 19, 1995
KEEP THIS SUPPLEMENT WITH YOUR PROSPECTUS

TSAPEDCKEOGHSticker (0196)

2
<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1995

REGISTRATION NOS. 2-90380/811-4001

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO. [_]

POST-EFFECTIVE AMENDMENT NO. 18 [X]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

AMENDMENT NO. 17 [X]

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

METROPOLITAN LIFE SEPARATE ACCOUNT E
(EXACT NAME OF REGISTRANT)

METROPOLITAN LIFE INSURANCE COMPANY
(EXACT NAME OF DEPOSITOR)

1 Madison Avenue, New York, New York 10010
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(212) 578-3638
(DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

HARRY P. KAMEN, ESQ.
Chairman of the Board and Chief Executive Officer
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

Copies to:
JOHN A. DUDLEY, ESQ.
Sullivan & Worcester
1025 Connecticut Avenue, N.W.
Washington, D.C. 20036

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

IT IS PROPOSED THAT THE FILING WILL BECOME EFFECTIVE:

[_] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 1, 1995 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_] on (date) pursuant to paragraph (a)(1) of Rule 485
[_] on the seventy-fifth day after filing pursuant to paragraph (a)(2) of
Rule 485
[_] on (date) pursuant to paragraph (a)(2) of Rule 485

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities. Registrant's Rule
24f-2 Notice for the year ended December 31, 1994 was filed with the Commission
on or about February 28, 1995.

================================================================================
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

FORM N-4
UNDER
THE SECURITIES ACT OF 1933 AND
THE INVESTMENT COMPANY ACT OF 1940

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

CROSS REFERENCE SHEET
(PURSUANT TO RULE 481(A))

<TABLE>
<CAPTION>
N-4
ITEM NO. PROSPECTUS HEADING
-------- ------------------
<C> <S> <C>
1. Cover Page.................... Cover Page
2. Definitions................... Index of Special Terms
3. Synopsis...................... Tables of Expenses, Summary
4. Condensed Financial
Information.................. Condensed Financial Information; Does
MetLife Advertise the Performance of
5. General Description of
Registrant, Depositor, and
Portfolio Companies.......... Our Company and the Separate Account;
Your Investment Choices; What Are
Your Voting Rights Regarding
Portfolio Shares?
6. Deductions and Expenses....... Deductions and Charges; Exemptions
from Early Withdrawal Charges; Your
Investment Choices; Who Sells Your
Contract and Do You Pay a Commission
on the Purchase of Your Contract?;
Can MetLife Change The Provisions of
Your Contract?
7. General Description of
Variable Annuity Contract.... Summary; The Contracts Described in
this Prospectus; Purchase Payments
8. Annuity Period................ Income Plan Options; The Variable
Payout Annuities Described in this
Prospectus
9. Death Benefit................. Death Benefit
10. Purchases and Contract Values. Purchase Payments; Determining the
Value of Your Separate Account
Investment; Who Sells Your Contract
and Do You Pay a Commission on the
Purchase of Your Contract?
11. Redemptions................... Withdrawals and Transfers; Other
Contract Provisions--Can We Cancel
Your Contract?
12. Taxes......................... Taxes
13. Legal Proceedings............. Not Applicable
14. Table of Contents of the
Statement of Additional
Information.................. Table of Contents of the Statement of
Additional Information
15. Cover Page.................... Cover Page
16. Table of Contents............. Table of Contents
</TABLE>

I-1
<PAGE>

<TABLE>
<CAPTION>
N-4
ITEM NO. PROSPECTUS HEADING
-------- ------------------
<C> <S> <C>
17. General Information and
History...................... Not Applicable
18. Services...................... Independent Auditors; Distribution of
Certificates and Interests in the
Contracts
19. Purchase of Securities Being
Offered...................... Not Applicable
20. Underwriters.................. Distribution of Certificates and
Interests in the Contracts; Early
Withdrawal Charge
21. Calculation of Performance
Data......................... Performance Data
22. Annuity Payments.............. Variable Income Payments
23. Financial Statements.......... Financial Statements of the Separate
Account; Financial Statements of
Metropolitan Life
</TABLE>

I-2
<PAGE>

VestMet Prospectus

May 1, 1995

[LOGO OF METLIFE APPEARS HERE]
Retirement & Savings Center
9504N3D (exp 0496) MLIC-LD
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

VESTMET

GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY

METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes individual and group VestMet Contracts
("Contracts"). The Contracts are no longer currently offered for purchase.

Group Contracts may only be purchased through your employer, or a group,
association or trust of which you are a member or participant.

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, WHICH CONTAINS ADDITIONAL INFORMATION AND WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth concisely information about the Contracts and
Separate Account E that you should know before investing. Additional
information about the Contracts and Separate Account E has been filed with the
Securities and Exchange Commission in a Statement of Additional Information
which is incorporated herein by reference and which is available upon request
without charge from Metropolitan Life Insurance Company, Retirement and
Savings Center, 72 Eagle Rock Avenue, East Hanover, NJ 07936, Attention:
Michelle Fox. Inquiries may be made to Metropolitan Life Insurance Company,
One Madison Avenue, New York, New York 10010, Attention: Retirement and
Savings Center. The table of contents of the Statement of Additional
Information appears on page VM-23.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1995.
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
INDEX OF SPECIAL TERMS................................................... VM- 3
TABLES OF EXPENSES....................................................... VM- 4
SUMMARY.................................................................. VM- 6
CONDENSED FINANCIAL INFORMATION.......................................... VM- 7
Accumulation Unit Values For Each Investment Division By Contract...... VM- 7
FINANCIAL STATEMENTS..................................................... VM- 9
OUR COMPANY AND THE SEPARATE ACCOUNT..................................... VM-10
Who Is MetLife?........................................................ VM-10
What Is The Separate Account?.......................................... VM-10
THE CONTRACTS DESCRIBED IN THIS PROSPECTUS............................... VM-10
What Are The Contracts?................................................ VM-10
May The Contracts Be Affected By Your Retirement Plan?................. VM-10
YOUR INVESTMENT CHOICES.................................................. VM-10
What Are The Investment Choices And How Do We Provide Them?............ VM-10
PURCHASE PAYMENTS........................................................ VM-11
Are There Special Rules Concerning The First Payment And Other Adminis-
trative Details That You Should Know?................................. VM-11
How Small Or Large Can Your Purchase Payment Be?....................... VM-12
How Are Purchase Payments Allocated?................................... VM-12
Are There Any Limits On Subsequent Purchase Payments?.................. VM-12
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT................ VM-12
What Is An Accumulation Unit Value?.................................... VM-12
How is An Accumulation Unit Value Calculated?.......................... VM-12
WITHDRAWALS AND TRANSFERS................................................ VM-13
Can You Make Withdrawals And Transfers?................................ VM-13
When Will We Make Withdrawals Or Transfers?............................ VM-13
Will We Make Payments Directly To Other Investments On A Tax-free Ba-
sis?.................................................................. VM-13
What Restrictions Apply To Texas Optional Retirement Program Partici-
pants?................................................................ VM-13
What Restrictions Apply To TSA Contracts?.............................. VM-13
Can You Make Withdrawals and Transfers by Telephone?................... VM-13
DEDUCTIONS AND CHARGES................................................... VM-14
Are There Annual Contract Charges?..................................... VM-14
What Are Charges For General Administrative Expenses And Mortality And
Expense Risks And How Much Are They?.................................. VM-14
Are There Deductions For Annuity Taxes And When Are They Paid?......... VM-14
What Is The Early Withdrawal Charge (Sales Load)?...................... VM-14
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................................. VM-15
Can You Make Withdrawals Or Transfers Without Early Withdrawal
Charges?.............................................................. VM-15
DEATH BENEFIT............................................................ VM-15
What Is The Death Benefit?............................................. VM-15
When And To Whom Will The Death Benefit Be Paid?....................... VM-15
INCOME OPTIONS........................................................... VM-16
Can MetLife Provide You With An Income Guaranteed For Life Or For A
Wide Choice Of Other Periods?......................................... VM-16
OTHER CONTRACT PROVISIONS................................................ VM-16
Can We Cancel Your Contract?........................................... VM-16
Are There Special Provisions That Apply If You Are A Participant In A
Plan Subject To ERISA?................................................ VM-16
When Are Requests Effective?........................................... VM-16
Will We Confirm Your Transactions?..................................... VM-16
Can MetLife Change The Provisions Of Your Contract?.................... VM-17
What Are Your Voting Rights Regarding Portfolio Shares?................ VM-17
Can Your Voting Instructions Be Disregarded?........................... VM-17
Who Sells Your Contract And Do You Pay A Commission On The Purchase Of
Your Contract?........................................................ VM-18
Does MetLife Advertise The Performance Of The Separate Account?........ VM-18
TAXES.................................................................... VM-19
How Do Federal Income Taxes Affect Your Contract?...................... VM-19
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............. VM-23
APPENDIX................................................................. VM-24
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. METLIFE DOES NOT AUTHORIZE ANY
INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS OR ANY ATTACHED
PROSPECTUS OR ANY SUPPLEMENT THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL
AUTHORIZED BY METLIFE.

VM-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- -----
<S> <C>
Account Balance........................................................... VM- 6
Accumulation Units........................................................ VM-12
Contracts................................................................. VM- 1
Designated Office......................................................... VM-11
Early Withdrawal Charge................................................... VM-14
Enhanced Contracts........................................................ VM-10
Experience Factor......................................................... VM-12
Free Corridor............................................................. VM-15
Separate Account.......................................................... VM- 6
Valuation Period.......................................................... VM-12
VestMet Contracts......................................................... VM- 1
</TABLE>

VM-3
<PAGE>

TABLE OF EXPENSES--VESTMET CONTRACTS

The following table illustrates Separate Account and Metropolitan Fund
expenses for the fiscal year ending December 31, 1994:

<TABLE>
<S> <C> <C> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases..................................... None
Deferred Sales Load................................................. From 0% to
(as a percentage of amount surrendered) 7%(a)(b)
Exchange Fee........................................................ None
Surrender Fees...................................................... None
ANNUAL CONTRACT FEE.................................................. $15
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Fee................................. .75%(b)
Mortality and Expense Risk Fee...................................... .75%(b)
Total Separate Account Annual Expenses.............................. 1.50%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(C) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Growth Portfolio.............................. .25 .07 .32
Income Portfolio.............................. .25 .10 .35
Money Market Portfolio........................ .25 .19 .44
Diversified Portfolio......................... .25 .07 .32
Aggressive Growth Portfolio................... .75 .07 .82
Stock Index Portfolio......................... .25 .08 .33
</TABLE>
- -------

This table does not illustrate expenses for the Variable B, C, and D Divisions
of the Separate Account.

VM-4
<PAGE>

(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges", page
VM-14) does not apply to 10% of the Account Balance. Under certain other
circumstances, the deferred sales load does not apply at all.
(b) There is no deferred sales load imposed under the Enhanced Contracts.
Although total Separate Account annual expenses will not exceed 1.50% of
average account values during the year for VestMet Contracts (.95% for
Enhanced Contracts), the allocation of these expenses between general
administrative expenses and mortality and expense risk fees is only an
estimate. Under certain of the Enhanced Contracts the employer may pay all
or part of the annual Contract fee. (See "Deductions and Charges", page
VM-14.)
(c) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.

VM-5
<PAGE>

SUMMARY
...............................................................................

This Prospectus describes variable annuity contracts issued by Metropolitan
Life Insurance Company ("MetLife", "we" or "us"). The term "Contracts" also
includes certificates issued under certain group arrangements. "You" as used
in this Prospectus means the participant for whom money is invested in a
Contract. Under the Contracts issued for Keogh and Public Employee Deferred
Compensation Plans, the trustee or the employer retains all rights to control
the money under the Contract. For these Contracts, where we refer to giving
instructions or making payments to us, "you" means such trustee or employer.
For those Public Employee Deferred Compensation Plans where the Contract
allows the participant to choose among investment options, where we refer to
giving instructions as to investment options for those contracts, "you" means
such participant.

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). Each
Contract also offers a choice of investment options under which values can go
up or down based on investment performance. (See "Your Investment Choices",
page VM-10, and "Determining the Value of Your Separate Account Investment",
page VM-12) This Prospectus describes only the investment options (available
through a "Separate Account" as distinct from the Fixed Interest Account) and
will mention the Fixed Interest Account only where necessary to explain how
the Separate Account works. Your Contract is subject to various charges. (See
"Deductions and Charges", page VM-14.)

The Contracts allow you to make new purchase payments, to transfer money
between investment options and between the Separate Account and the Fixed
Interest Account, and to withdraw monies credited to you ("Account Balance").
(See "Withdrawals and Transfers", page VM-13.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and what Contract you are in. (See "Withdrawals and Transfers", page VM-13,
and "Deductions and Charges", page VM-14.) You may use your money to obtain
payments guaranteed for life or for certain other periods (an annuity). (See
"Income Options", page VM-16.) Each Contract offers a death benefit that
guarantees certain payments in case of your death even if account values have
fallen below that amount. (See "What is the Death Benefit?" page VM-15.)

VM-6
<PAGE>

CONDENSED FINANCIAL INFORMATION
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION BY CONTRACT

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

The following information has been derived from the Separate Account's full
financial statements, which statements are annually audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing with the
full financial statements and related notes in the Statement of Additional
Information or as previously stated in earlier reports.

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
VESTMET DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
CONTRACTS 1994 1993 1992 1991 1990 1989 1988 1987
- --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GROWTH DIVISION
Accumulation
unit value at
beginning of
period......... $29.75 $26.40 $24.01 $18.30 $20.30 $15.08 $13.83 $13.10
Accumulation
unit value at
end
of period...... 28.36 $29.75 $26.40 $24.01 $18.30 $20.30 $15.08 $13.83
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 3,975 4,135 4,510 4,196 4,146 2,753 2,226 2,084
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME DIVISION
Accumulation
unit value at
beginning of
period......... $24.91 $22.71 $21.57 $18.64 $17.21 $15.41 $14.31 $14.82
Accumulation
unit value at
end
of period...... 23.77 $24.91 $22.71 $21.57 $18.64 $17.21 $15.41 $14.31
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 1,965 2,342 2,696 2,444 2,050 1,736 1,316 1,075
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET
DIVISION
Accumulation
unit value at
beginning of
period......... $15.28 $15.07 $14.74 $14.11 $13.23 $12.29 $11.60 $11.08
Accumulation
unit value at
end
of period...... 15.63 $15.28 $15.07 $14.74 $14.11 $13.23 $12.29 $11.60
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 1,306 1,528 2,414 3,573 3,943 1,836 957 425
<CAPTION>
FOR THE YEAR FOR THE PERIOD
ENDED MARCH 1 TO
VESTMET DECEMBER 31, DECEMBER 31,
CONTRACTS 1986 1985
- --------- ------------ --------------
<S> <C> <C>
GROWTH DIVISION
Accumulation
unit value at
beginning of
period......... $12.07 $10.00(a)
Accumulation
unit value at
end
of period...... $13.10 $12.07
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 1,002 115
<CAPTION>
FOR THE YEAR FOR THE PERIOD
ENDED MARCH 1 TO
DECEMBER 31, DECEMBER 31,
1986 1985
------------ --------------
<S> <C> <C>
INCOME DIVISION
Accumulation
unit value at
beginning of
period......... $12.58 $10.00(a)
Accumulation
unit value at
end
of period...... $14.82 $12.58
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 932 59
<CAPTION>
FOR THE YEAR FOR THE PERIOD
ENDED MARCH 1 TO
DECEMBER 31, DECEMBER 31,
1986 1985
------------ --------------
<S> <C> <C>
MONEY MARKET
DIVISION
Accumulation
unit value at
beginning of
period......... $10.54 $10.00(a)
Accumulation
unit value at
end
of period...... $11.08 $10.54
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 93 17
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DIVERSIFIED DI-
VISION
Accumulation
unit value
at beginning of
period......... $19.77 $17.80 $16.50 $13.40 $13.61 $11.34 $10.54 $10.33
Accumulation
unit value
at end of peri-
od............. 18.88 $19.77 $17.80 $16.50 $13.40 $13.61 $11.34 $10.54
Number of
accumulation
units
outstanding at
end of period
(in thousands). 8,512 8,742 9,458 9,561 10,322 9,758 9,391 8,717
<CAPTION>
FOR THE PERIOD
JULY 25 TO
DECEMBER 31,
1986
--------------
<S> <C>
DIVERSIFIED DI-
VISION
Accumulation
unit value
at beginning of
period......... $10.00(a)
Accumulation
unit value
at end of peri-
od............. $10.33
Number of
accumulation
units
outstanding at
end of period
(in thousands). 694
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED MAY 18 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
AGGRESSIVE GROWTH DIVI-
SION
Accumulation unit value
at beginning of period. $26.23 $21.71 $19.97 $12.17 $13.78 $10.68 $10.00(a)
Accumulation unit value
at end of period....... 25.35 $26.23 $21.71 $19.97 $12.17 $13.78 $10.68
Number of accumulation
units outstanding at
end of period (in
thousands)............. 1,691 1,511 1,583 1,145 880 473 142
</TABLE>

VM-7
<PAGE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED MAY 1, 1990 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
STOCK INDEX DIVISION
Accumulation unit value
at beginning of period. $14.74 $13.66 $12.90 $10.09 $10.00(a)
Accumulation unit value
at end of period....... 14.69 14.74 13.66 $12.90 $10.09
Number of accumulation
units outstanding at
end of period (in thou-
sands)................. 488 528 661 418 125
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
VARIABLE B
DIVISION
Accumulation
unit value
at
beginning
of period. $63.95 $56.46 $51.11 $38.76 $42.78 $31.62 $29.25
Accumulation
unit value
at end of
period.... 60.52 $63.95 $56.46 $51.11 $38.76 $42.78 $31.62
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 830 904 968 1,051 1,158 1,292 1,486
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
VARIABLE C
DIVISION
Accumulation
unit value
at
beginning
of period. $68.93 $60.25 $54.00 $40.55 $44.31 $32.43 $29.73
Accumulation
unit value
<CAPTION>at end of
period.... FOR THE PERIOD65.82 $68.93 $60.25 $54.00 $40.55 $44.31 $32.43
Number of APRIL 24 TO
accumulation DECEMBER 31,
units out- 1987
standing --------------
<S>at end of <C>
VARIABLEpBeriod (in
tDIVISIONhousands). 32 35 37 39 44 50 54
Accumulation
unit value
at
beginning
of period. $32.63(b)
Accumulation
unit value
at end of
period.... $29.25
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 1,704
<CAPTION>
FOR THE PERIOD
APRIL 24 TO
DECEMBER 31,
1987
--------------
<S> <C>
VARIABLE C
DIVISION
Accumulation
unit value
at
beginning
of period. $32.90(b)
Accumulation
unit value
at end of
period.... $29.73
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 58

In addition to the above mentioned Accumulation Units, there are cash
reserves of $1,774,202 and $21,657 at December 31, 1994 applicable to Contracts
receiving annuity payouts under the Variable B Division and Variable D
Division, respectively.

<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
ENHANCED VESTMET CONTRACTS(C) 1994 1993 1992 1991 1990 1989 1988
- ----------------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
GROWTH DI-
VISION
Accumulation
unit value
at
beginning
of period. $30.85 $27.22 $24.63 $18.67 $20.60 $15.22 $13.87
Accumulation
unit value
at end of
period.... 29.57 $30.85 $27.22 $24.63 $18.67 $20.60 $15.22
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 43 41 43 38 38 30 27
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME DI-
VISION
Accumulation
unit value
at
beginning
of period. $25.83 $23.43 $22.12 $19.02 $17.46 $15.55 $14.36
Accumulation
unit value
at end of
period.... 24.79 $25.83 $23.43 $22.12 $19.02 $17.46 $15.55
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 18 21 24 30 30 26 25
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MAR-
KET DIVI-
SION
Accumulation
unit value
at begin-
ning of
period.... $15.84 $15.54 $15.12 $14.39 $13.42 $12.40 $11.64
Accumulation
unit value
at end of
period.... 16.29 $15.84 $15.54 $15.12 $14.39 $13.42 $12.40
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 17 17 62 53 51 20 23
<CAPTION>
FOR THE PERIOD
MAY 11 TO
DECEMBER 31,
ENHANCED VESTMET CONTRACTS(C) 1987
- ----------------------------- --------------
<S> <C>
GROWTH DI-
VISION
Accumulation
unit value
at
beginning
of period. $16.08(d)
Accumulation
unit value
at end of
period.... $13.87
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 0
<CAPTION>
FOR THE PERIOD
MAY 11 TO
DECEMBER 31,
1987
--------------
<S> <C>
INCOME DI-
VISION
Accumulation
unit value
at
beginning
of period. $14.12(d)
Accumulation
unit value
at end of
period.... $14.36
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 0
<CAPTION>
FOR THE PERIOD
MAY 11 TO
DECEMBER 31,
1987
--------------
<S> <C>
MONEY MAR-
KET DIVI-
SION
Accumulation
unit value
at begin-
ning of
period.... $11.24(d)
Accumulation
unit value
at end of
period.... $11.64
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 0
</TABLE>

VM-8
<PAGE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED ENDED MAY 11 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987
------------ ------------ ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DIVERSIFIED DI-
VISION
Accumulation
unit value at
beginning of
period......... $20.51 $18.36 $16.93 $13.68 $13.81 $11.45 $10.57 $11.29(d)
Accumulation
unit value at
end of period.. 19.69 $20.51 $18.36 $16.93 $13.68 $13.81 $11.45 $10.57
Number of accu-
mulation units
outstanding
at end of pe-
riod (in thou-
sands)......... 46 35 41 37 41 49 49 0
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED MAY 1 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
STOCK INDEX DIVISION
Accumulation unit value
at beginning of period. $15.04 $13.86 $13.02 $10.13 $10.00(a)
Accumulation unit value
at end of period....... 15.07 $15.04 $13.86 $13.02 $10.13
Number of accumulation
units outstanding at
end of period (in thou-
sands)................. 31 24 14 6 1
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED MAY 18 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
AGGRESSIVE GROWTH DIVI-
SION
Accumulation unit value
at beginning of period. $27.05 $22.26 $20.37 $12.35 $13.90 $10.72 $10.00(a)
Accumulation unit value
at end of period....... 26.29 $27.05 $22.26 $20.37 $12.35 $13.90 $10.72
Number of accumulation
units outstanding
at end of period (in
thousands)............. 29 27 26 23 17 6 2
</TABLE>
- ------
(a) Inception date.
(b) Effective date of merger into Metropolitan Life Separate Account E.
(c) Not all investment divisions are offered under the various Enhanced
VestMet Contracts. See "Your Investment Choices", page VM-10.
(d) Inception date of Enhanced VestMet Contracts, May 11, 1987, sales
commenced in 1988.

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from
MetLife.

VM-9
<PAGE>

OUR COMPANY AND THE SEPARATE ACCOUNT
...............................................................................

WHO IS METLIFE?

We are a mutual life insurance company whose principal office is at One
Madison Avenue, New York, N.Y. 10010. We were formed in 1868 in New York and
operate as a life insurance company in all 50 states, the District of
Columbia, Puerto Rico and all provinces of Canada. We have over $163 billion
in assets under management and serve one out of every six Americans.

WHAT IS THE SEPARATE ACCOUNT?

We organized the Separate Account on September 27, 1983. It is an investment
account that we maintain separate from our other assets. It is registered with
the Securities and Exchange Commission as a unit investment trust under the
1940 Act. All income, gains and losses, whether or not realized, from the
Separate Account's assets are credited to or charged against the Separate
Account, without regard to our other business. In other words, the Separate
Account's assets are solely for the benefit of those who invest in the
Separate Account and no one else, including our creditors. Our obligation to
honor all of our promises under the Contracts is not limited by the amount of
assets in the Separate Account.

THE CONTRACTS DESCRIBED IN THIS PROSPECTUS
...............................................................................

WHAT ARE THE CONTRACTS?

The Contracts offer you the choice of an account which pays interest
guaranteed by MetLife (the Fixed Interest Account) or an account offering a
range of investment choices where performance is not guaranteed. The Contracts
are called "annuities" since they offer a variety of payment options,
including guaranteed income for life. The Contracts are no longer currently
offered for purchase.

We offer many types of VestMet Contracts to meet your individual needs.
These include Contracts meeting the tax requirements under the following pro-
visions of the Internal Revenue Code ("Code"): (1) Individual Retirement Annu-
ities (IRAs) under (S)408(b); (2) Simplified Employee Pensions (SEPs) under
(S)408(k); (3) Tax Sheltered Annuities (TSAs) under (S)403(b); (4) Public Em-
ployee Deferred Compensation (PEDC) under (S)457; (5) Keogh plans under
(S)401; and (6) Tax Deferred Annuities (Non-Qualified) under (S)72. Our Con-
tracts may be individual or group (offered to an employer, association, trust
or other group for its employees, members or participants). Group Contracts
may be issued to a bank which does nothing but hold them as contractholder.
Some Contracts ("Enhanced Contracts") have a reduced mortality and expense
risk charge as a result of reduced administration expenses.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the
Contract may provide that all or some of your rights as described in this
Prospectus are subject to the terms of the plan. You should consult the plan
document to determine whether there are any provisions under your plan which
may limit or affect the exercise of your rights under the Contract. Rights
that may be affected include those concerning purchase payments, withdrawals,
transfers, the death benefit and income options. For example, if part of your
Account Balance represents non-vested employer contributions, you may not be
permitted to withdraw these amounts and the early withdrawal charge
calculations may not include all or part of the employer contributions. The
Contract may require that you or your beneficiary obtain a signed
authorization from your employer or plan administrator to exercise certain
rights. Your Contract will indicate under what circumstances this is the case.
We may rely on your employer's or plan administrator's statements to us as to
the terms of the plan or your entitlement to any amounts. We will not be
responsible for determining what your plan says.

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Growth, Income, Money Market,
Diversified, Aggressive Growth and Stock Index Divisions. Not available for
new investors are the Variable B, C and D Divisions (containing assets under
types of contracts we no longer issue). If you are covered under a group
Contract, the employer, association or group may have limited the number of
available divisions. Your Contract will indicate what divisions were available
to you when we issued it. We may add or eliminate divisions for some or all
persons.

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund as shown on page
1. No sales or redemption charges apply to our purchase or sale through the
Separate Account of these mutual fund shares. These mutual funds are available

VM-10
<PAGE>

only through the purchase of annuities and life insurance policies and are
never sold directly to the public. These mutual funds are "series" types of
funds registered with the Securities and Exchange Commission as "diversified
open-end management investment companies" under the 1940 Act. Each division
invests in shares of a comparably named portfolio (except that the B, C, and D
Divisions invest in the Growth Portfolio).

A summary of the investment objectives of the currently available portfolios
is as follows:

Growth Portfolio: To achieve long-term growth of capital and income, and
moderate current income, by investing primarily in common stocks that are
believed to be of good quality or to have good growth potential or which are
considered to be undervalued based on historical investment standards.

Income Portfolio: To achieve the highest possible total return, by combining
current income with capital gains, consistent with prudent investment risk and
preservation of capital, by investing primarily in fixed-income, high-quality
debt securities.

Money Market Portfolio: To achieve the highest possible current income
consistent with preservation of capital and maintenance of liquidity, by
investing primarily in short-term money market instruments.

Diversified Portfolio: To achieve a high total return while attempting to
limit investment risk and preserve capital by investing in equity securities,
fixed-income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research & Management
Company (a subsidiary of ours).

Aggressive Growth Portfolio: To achieve maximum capital appreciation by
investing primarily in common stocks (and equity and debt securities
convertible into or carrying the right to acquire common stocks) of emerging
growth companies, undervalued securities or special situations.

Stock Index Portfolio: To equal the performance of the Standard & Poor's 500
composite stock price index (adjusted to assume reinvestment of dividends) by
investing in the common stock of companies which are included in the index.

Each of the currently available Metropolitan Fund portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee
equivalent to an annual rate of .25% of the average daily value of the
aggregate net assets of the portfolio (except that the Aggressive Growth
Portfolio pays a fee of .75% of the average daily value of its aggregate net
assets). For providing us with sub-investment management services, according
to a contract between us and State Street Research & Management Company
("State Street Research"), one of our subsidiaries, we pay fees to State
Street Research for the Growth, Income, Diversified and Aggressive Growth
Portfolios. Sub-investment management fees are solely our responsibility, not
that of the Metropolitan Fund.

The Metropolitan Fund is more fully described in its prospectus, which is
attached at the end of this Prospectus, and the Statement of Additional
Information that the prospectus refers to. The Statements of Additional
Information are available upon request.

PURCHASE PAYMENTS
...............................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Contracts, like a change in beneficiary, should be sent to our "Designated
Office". We will provide you with the address for this office. All checks
should be payable to "MetLife". You can also make certain requests by
telephone. In order to have a purchase payment credited to you, we must
receive it and completed documentation. We will provide the appropriate forms.
Under certain group Contracts, your employer, the trustee of the Keogh plan
(if an allocated Contract) or the group of which you are a participant or
member must also identify you to us on their reports to us and tell us how
your purchase payments should be allocated among the investment divisions and
the Fixed Interest Account. For IRA, SEP, and Non-Qualified Contracts, the
first purchase payment must be submitted to us no later than the date of the
Contract. For TSA, Keogh or PEDC Contracts, the first purchase payment must be
submitted to us within 190 days after you have authorized payments on the
participant's behalf.

Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office. However, if you fill out our forms
incorrectly or incompletely or other documentation is not completed properly,
we have up to five business days to credit the payment. If the problem cannot
be resolved by the fifth business day, we will notify you and tell you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem can be remedied. If you do
not agree, your purchase payment will be returned immediately.

VM-11
<PAGE>

For IRA and Non-Qualified Contracts, your purchase payments may also be made
"automatically" through a procedure that we call "check-o-matic". With "check-
o-matic", your bank deducts monies from your bank checking account and makes
the purchase payment for you.

Purchase payments, including check-o-matic payments, are effective and valued
as of 4:00 p.m., New York City time, on the day we receive them at our
Designated Office, except (1) when they are received on a day when the
accumulation unit value (which will be discussed later in this Prospectus) is
not calculated or (2) when they are received after 4:00 p.m., New York City
time. In those cases, the purchase payments will be effective the next day the
accumulation unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

The minimum purchase payment is $25 if you make your payments on a pre-
arranged monthly basis or $300 a year ($200 for TSA Contracts). We can change
our minimum at any time, but we will tell you in writing at least 90 days in
advance if you have an IRA, SEP or Non-Qualified Contract. Maximum purchase
payments are $500,000 per month. Your purchase payments may also be limited by
the federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your
Contract.

Changes of allocation for new purchase payments will be made upon receipt of
your notification to us of the changes except for Keogh, PEDC and TSA
Contracts, where the change will be made within seven business days. You may
also specify a day, as long as it is within 30 days after we receive the
request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin for Non-Qualified, TSA, PEDC and Keogh Contracts. You may
generally make purchase payments at any time before the end of the tax year in
which you reach 69 1/2 and before the date income payments begin for IRA and
SEP Contracts. We may refuse to accept subsequent purchase payments if your
Account Balance is less than $800 and we have not received a purchase payment
for you over 48 consecutive months. Purchase payments may be limited by the tax
laws.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
................................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units". When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you request
a withdrawal or a transfer of money from an investment division, accumulation
units are liquidated. In either case, the number of accumulation units you gain
or lose is determined by taking the amount of the purchase payment, transfer or
withdrawal and dividing it by the value of an accumulation unit on the date the
transaction occurs. For example, if an accumulation unit is $10.00 and a $500
purchase payment is made, the number of accumulation units purchased is 50
($500 divided by $10 = 50). We calculate accumulation units separately for each
investment division of the Separate Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate the value of accumulation units once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an accumulation unit and the next accumulation unit calculation
the "Valuation Period." We have the right to change the basis for the Valuation
Period, on 30 days' notice, as long as it is consistent with the law. All
purchase payments, transfers and withdrawals are valued as of the end of the
Valuation Period during which the transaction occurred. The value of
accumulation units can go up or down and is derived from the investment
performance of each of the portfolios. If the investment performance, after
payment of Separate Account expenses is positive, accumulation unit values will
go up. Conversely, if the investment performance, after payment of Separate
Account expenses is negative, they will go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation Period
to Valuation Period to reflect the upward or downward performance of the assets
in the underlying portfolios. The experience factor is calculated as of the end
of each Valuation Period as follows: We take the net asset value per share of
the underlying portfolio, add the per share amount of any dividend or capital
gain distribution paid by the portfolio during the current Valuation Period,
and subtract any per share charges for taxes and reserve for taxes. We then
divide that amount by the net asset value per share as of the end of the last
Valuation Period to obtain a percentage that reflects investment performance.
We then subtract a charge not to exceed .000025905 (an effective annual rate of
.95%) for

VM-12
<PAGE>

Enhanced Contracts and a charge not to exceed .000040792 (an effective annual
rate of 1.5%) for the other Contracts for each day in the Valuation Period.
This charge is to cover the general administrative expenses and the mortality
and expense risks we assume under the Contracts.

To calculate an accumulation unit value we multiply the experience factor for
the period since the last calculation by the last previously calculated
accumulation unit value. We then add this to the prior accumulation unit value.
For example, if the last previously calculated accumulation unit value is
$12.00 and the experience factor for the period was .05, the new accumulation
unit value is $12.60 ($12.00 X .05 = $.60; $.60 + $12.00 = $12.60). On the
other hand, if the experience factor was -.05, the new accumulation unit value
is $11.40 ($12.00 x (.05) = $(.60); $12.00 - $.60 = $11.40).

WITHDRAWALS AND TRANSFERS
................................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the Fixed
Interest Account. Some restrictions may apply to transfers from the Fixed
Interest Account to the Separate Account.

Withdrawals or transfers must be at least $250 (or the entire balance in an
investment division, if less). You may make up to 12 transfers each calendar
year (including transfers from the Fixed Interest Account to the Separate
Account). Your request must tell us the percentage or dollar amount to be
withdrawn or transferred.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

Generally, as of the end of the Valuation Period during which we receive your
request at our Designated Office. We will make it as of a later date if you
request, but not more than 180 days later. If you die before the requested
date, we will cancel the request and pay the death benefit instead. If the
withdrawal is made to provide income payments, it will be made as of the end of
the Valuation Period ending most recently before the date the income annuity is
purchased. Withdrawals to pay annual Contract charges or if we cancel your
Contract will be made as of the end of the Valuation Period we determine.

WILL WE MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, if you so request, but only if all applicable requirements of
the Code are met, and we receive all information necessary for us to make the
payment.

WHAT RESTRICTIONS APPLY TO TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS?

If you are a participant in the Texas Optional Retirement Program, Texas law
permits us to make withdrawals on your behalf only if you die, retire or
terminate employment in all Texas institutions of higher education, as defined
under Texas law. Any withdrawal requires a written statement from the
appropriate Texas institution of higher education verifying your vesting status
and (if applicable) termination of employment, as well as a written statement
from you that you are not transferring employment to another Texas institution
of higher education. If you retire or terminate employment in all Texas
institutions of higher education or die before being vested, amounts provided
by the state's matching contribution will be refunded to the appropriate Texas
institution. We may change these restrictions or add others without your
consent to the extent necessary to maintain compliance with applicable law.

WHAT RESTRICTIONS APPLY TO TSA CONTRACTS?

As required by the Code, certain withdrawals from the Contracts before age 59
1/2 are prohibited. See "Taxes--TSA Contracts" at page VM-20.

CAN YOU MAKE WITHDRAWALS AND TRANSFERS BY TELEPHONE?

Yes. You can make withdrawal and transfer requests by telephone unless
prohibited by state law. Except for the Keogh Contracts, if we agree, you may
also authorize your sales representative to make a transfer request on a form
we will supply to you on your behalf by telephone. Telephone withdrawals are
permitted under IRA, SEP and Non-Qualified Contracts only. Whether you have
your sales representative make transfer requests or you make the withdrawal or
transfer requests by telephone yourself, you are authorizing us to act upon the
telephone instructions of any person purporting to be you or, if applicable,
your sales representative, assuming our procedures have been followed, to make
transfers or withdrawals from both your Fixed Interest and Separate Account
Balances. We have instituted reasonable procedures to confirm that any
instructions communicated by telephone are genuine. All telephone calls
requesting a transfer or withdrawal will be recorded. You (or the sales
representative) will be asked to produce your personalized data prior to our
initiating any

VM-13
<PAGE>

requests by telephone. Additionally, as with other transactions, you will
receive a written confirmation of your transfer or withdrawal. Neither we nor
the Separate Account will be liable for any loss, expense or cost arising out
of any requests that we or the Separate Account reasonably believe to be
genuine. In the unlikely event that you have trouble reaching us, requests
should be made to the Designated Office.

If you revoke a previously requested withdrawal, the withdrawn amount will
be allocated back to the Fixed Interest Account. You bear the risk of any loss
of investment opportunity for the withdrawn amount while it is not allocated
to either the Fixed Interest or Separate Accounts.

DEDUCTIONS AND CHARGES
...............................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

The Separate Account annual Contract charge is $15 a calendar year. (We will
prorate our charge if you do not have an Account Balance during the entire
year.) It is divided equally among the investment divisions in which you have
money invested at the time we take the charge. This charge covers our
administrative costs which include preparation of Contracts, review of
applications and recordkeeping. Your employer may pay all or part of this
charge for certain Enhanced Contracts. If you request a total withdrawal, we
will deduct unpaid annual Contract charges before making the withdrawal.

We may change our charge with 90 days notice to you if you have an IRA, SEP
or Non-Qualified Contract. For TSA, PEDC or Keogh Contracts, we may only
change the charge on the Contract anniversary date with 90 days' notice. It
may never exceed $50 per year for Contracts issued in Pennsylvania and $30 per
year for Contracts issued in South Carolina.

During 1994, total annual Contract charges were $501,850.

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND EXPENSE
RISKS AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. We would then be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay
will be larger than the Account Balance. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Contracts will be greater than we estimated.

These charges do not reduce the number of accumulation units credited to
you. These charges are calculated and paid every time we calculate the value
of accumulation units. (See "How is an accumulation unit value calculated?"
above.)

As a result of reduced administrative expenses associated with Enhanced
Contracts, the sum of these charges on an annual basis (computed and payable
each Valuation Period) will not exceed .95% of the average value of the assets
in each investment division. Of this charge, we estimate that .20% is for
administrative expenses and .75% is for mortality and expense risks.

For other Contracts, the sum of these charges on an annual basis (computed
and payable each Valuation Period) will not exceed 1.5% of the average value
of the assets in each investment division. Of this charge, we estimate that
.75% is for administrative expenses and .75% is for mortality and expense
risks.

During 1994, these charges were $33,979,138 for all contracts in Separate
Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

Some jurisdictions tax what is called "annuity considerations." These may
include purchase payments, account balances and death benefits. We currently
do not deduct any monies from purchase payments, account balances or death
benefits to pay these taxes. Our practice generally is to deduct money to pay
annuity taxes only when you purchase an income annuity. We may deduct an
amount to pay annuity taxes sometime in the future since the laws and the
interpretation of the laws relating to annuities are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page VM-24.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The following paragraphs describe how the early withdrawal charge is
determined. The early withdrawal charge reimburses us for our costs in selling
the Contracts. We may use any of our profits derived from mortality and
expense risk charges to pay for any of our costs in selling the Contracts that
exceed the revenues generated by the early withdrawal charge. However, we
believe that our sales expenses may exceed revenues generated by the early
withdrawal charge and, in such event, we will pay such excess out of our
surplus.

The early withdrawal charge will be determined separately for each
investment division from which a withdrawal is made. The early withdrawal
charge is equal

VM-14
<PAGE>

to that part of the amount used to make the withdrawal that is subject to the
early withdrawal charge, multiplied by the applicable factor from Column I of
the table below. After making the requested withdrawal, we will take the early
withdrawal charge from your remaining Account Balance in that investment
division.

However, the early withdrawal charge will be determined differently if your
Account Balance in that investment division is not enough to pay both the
requested withdrawal and the early withdrawal charge. Then we will withdraw
from the investment division both any applicable annual Contract charges and
any amounts exempt from the early withdrawal charge in that investment division
divided by the applicable factor from Column II of the table below. We will
then withdraw your remaining Account Balance in that investment division as the
early withdrawal charge.

Your total early withdrawal charges will never exceed 8% of all your purchase
payments applied to the investment divisions to the date of the withdrawal.

<TABLE>
<CAPTION>
FULL UINTERRUPTED YEARS OF MAINTENANCEN
OFACCOUNT BALANCE AT WITHDRAWAL COLUMN I COLUMN II
- --------------------------------------- -------- ---------
<S> <C> <C>
Less than 3 ................ .07 1.07
At least 3 but less than 4 . .06 1.06
At least 4 but less than 5 . .05 1.05
At least 5 but less than 6 . .04 1.04
At least 6 but less than 7 . .02 1.02
7 or more................... .00 1.00
</TABLE>

As a result of the reduced sales costs associated with Enhanced VestMet
Contracts, no early withdrawal charges are deducted for withdrawals under those
Contracts.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
................................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amount
withdrawn may be subject to tax, see "Taxes", pages VM-19-22. We may require
proof satisfactory to us that any necessary conditions have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to the Fixed Interest Account.

2. Withdrawals after you have had an Account Balance for seven or more full
uninterrupted years.

3. A "free corridor" withdrawal: You can withdraw up to 10% of your Account
Balance in one or more investment divisions without an early withdrawal charge
if you have made no previous withdrawals from the Contract or transfers from
the Fixed Interest Account during that calendar year.

4. Ten Day "Free Look": You may cancel your Contract within 10 days after you
receive it by telling us in writing. We will then refund all of your purchase
payments (however for IRA, SEP and Non-Qualified Contracts issued to you in New
York, Illinois, Minnesota and Pennsylvania we will instead pay you your Account
Balance and any sales charges). If you purchased your Contract by mail, you may
have more time to return your Contract.

5. You die before any income annuity payments have been made and we pay your
beneficiary a death benefit.

6. You purchase an income annuity from us.

7. You are totally disabled (as defined by the Federal Social Security Act)
and ask for a total withdrawal.

8. For the PEDC Contract, if you have a hardship and the tax laws require a
payment because of this hardship.

DEATH BENEFIT
................................................................................

WHAT IS THE DEATH BENEFIT?

The death benefit is the greater of the value of your Account Balance or the
total of all purchase payments you have made less any partial withdrawals.

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

The death benefit will not be paid until we receive proof of death and
appropriate directions regarding the Account Balance. If we receive proof of
death without any appropriate directions, we will take no action with regard to
the Account Balance until we receive appropriate directions.

You name the beneficiary under the TSA, IRA, SEP and Non-Qualified Contracts.
The death benefit is paid to your employer under the PEDC Contract and to the
Keogh trustee under the Keogh Contracts.

The payee may take a lump sum cash payment or use the death benefit (less any
applicable annuity taxes) to purchase an income plan from the options available
under your Contract.

VM-15
<PAGE>

INCOME OPTIONS
................................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw your total Account Balance and use that money (less any
annuity taxes that must be paid) to purchase an income annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. These payments may also be guaranteed for at least
five years.

Other income annuities which provide payments for two lifetimes for a stated
amount or a stated number of years are also available. No variable income
annuity options are available. The amount of each payment under an income
annuity must be at least $20. You may begin receiving income payments at any
date that you choose after the Contract date if you tell us at least 30 days in
advance.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

OTHER CONTRACT PROVISIONS
................................................................................

CAN WE CANCEL YOUR CONTRACT?

Yes. If we do so for a Contract delivered in New York, we will return the
full Account Balance for IRA, SEP or Non-Qualified Contracts. In all other
cases, you will receive an amount equal to what you would have received if you
had requested a total withdrawal of your Account Balance. Early withdrawal
charges may apply.

We will only cancel your Contract if we do not receive any purchase payments
for you for 48 consecutive months and your Account Balance is less than $800.
We will only do so to the extent allowed by law. If you have purchased a Non-
Qualified Contract and you have not chosen a retirement date by the later of
the tenth anniversary of the Contract or your 70th birthday, we may pay the
Account Balance to you.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Yes. If your plan is subject to ERISA (the Employee Retirement Income
Security Act of 1974) and you are married, the income payments, withdrawal
provisions, and methods of payment of the death benefit under your Contract or
Enhanced Contract may be subject to your spouse's rights as described below.

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor
basis ("QJSA") (one under which we make payments to you during your
lifetime and then make payments reduced by no more than 50% to your
spouse for his or her remaining life, if any); or choose to waive the
qualified pre-retirement survivor annuity benefit ("QPSA") (the benefit
payable to the surviving spouse of a participant who dies with a vested
interest in an accrued retirement benefit under the plan before payment
of the benefit has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use your accrued benefit as security for a loan.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must be in
writing which acknowledges the form of benefit selected, dated, signed by your
spouse, witnessed by a notary public or plan representative and in a form
satisfactory to us. The waiver of a QJSA generally must be executed during the
90-day period ending on the date on which income payments are to commence, or
the withdrawal or the loan is to be made, as the case may be. If you die before
benefits commence, your surviving spouse will be your beneficiary unless he or
she has given a qualified consent otherwise. The qualified consent to waive the
QPSA benefit and the beneficiary designation must be made in writing that
acknowledges the designated beneficiary, dated, signed by your spouse,
witnessed by a notary public or plan representative and in a form satisfactory
to us. Generally, there is no limit to the number of beneficiary designations
as long as a qualified consent accompanies each designation. The waiver of and
the qualified consent for the QPSA benefit generally may not be given until the
plan year in which you attain age 35. The waiver period for the QPSA ends on
the date of your death.

If your benefit is worth $3,500 or less, a spousal qualified consent may not
be required.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

VM-16
<PAGE>

CAN METLIFE CHANGE THE PROVISIONS OF YOUR CONTRACT?

Yes. We have the right to make certain changes to your Contract, but only as
permitted by law. We make changes when we think they would best serve the
interest of all participants or would be appropriate in carrying out the
purposes of the Contract. If the law requires, we will also get your approval
and that of any appropriate regulatory authorities. Examples of the changes we
may make include:

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

3. To transfer any assets in an investment division to another investment
division, or to one or more separate accounts, or to our general account, or
to add, combine or remove investment divisions in the Separate Account.

4. To substitute for the portfolio shares in any investment division, the
shares of another class of the Metropolitan Fund or the shares of another
investment company or any other investment permitted by law.

5. To change the way we assess charges, but without increasing the aggregate
amount charged to the Separate Account and any currently available portfolio
in connection with the Contracts.

6. To make any necessary technical changes in the Contracts in order to
conform with any of the above-described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an amount allocated, we will notify
you of the change. You may then make a new choice of investment divisions. For
Contracts issued in Pennsylvania, we will ask your approval before any
technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are
deemed attributable to the Contracts) at regular and special meetings of the
shareholders of the portfolio based on instructions received from those having
the voting interest in corresponding investment divisions of the Separate
Account. However, if the 1940 Act or any rules thereunder should be amended or
if the present interpretation thereof should change, and as a result we
determine that we are permitted to vote the shares of the portfolios in our
own right, we may elect to do so.

Accordingly, you have voting interests under the Contracts. The number of
shares held in each Separate Account investment division deemed attributable
to you is determined by dividing the value of accumulation units attributable
to you in that investment division, if any, by the net asset value of one
share in the portfolio in which the assets in that Separate Account investment
division are invested. Fractional votes will be counted. The number of shares
concerning which you have the right to give instructions will be determined as
of the record date for the meeting.

Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuity contracts (including the Contracts) and for which no timely
instructions are received will be voted in the same proportion as the shares
for which voting instructions are received by that separate account. Portfolio
shares held in the general accounts or unregistered separate accounts of
MetLife or its affiliates will be voted in the same proportion as the
aggregate of (i) the shares for which voting instructions are received and
(ii) the shares that are voted in proportion to such voting instructions.
However, if we or an affiliate determine that we are permitted to vote any
such shares, in our own right, we may elect to do so subject to the then
current interpretation of the 1940 Act or any rules thereunder.

You will be entitled to give instructions regarding the votes attributable
to your Contract in your sole discretion. Under the Keogh Contracts,
participants may instruct you to give us instructions regarding shares deemed
attributable to their contributions to the Contract. Under the Keogh Contract
we will provide you with the number of copies of voting instruction soliciting
materials that you request so that you may furnish such materials to
participants who may give you voting instructions. Neither the Separate
Account nor MetLife has any duty to inquire as to the instructions received or
your authority to give instructions; thus, as far as the Separate Account, and
any others having voting interests in respect of the Separate Account are
concerned, such instructions are valid and effective.

You may give instructions regarding, among other things, the election of the
board of directors, ratification of the election of independent auditors, and
the approval of investment and sub-investment managers.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain

VM-17
<PAGE>

from making any change in the investments or investment policies for any
portfolio if required by any insurance regulatory authority; (2) to refrain
from making any change in the investment policies or any investment adviser or
principal underwriter or any portfolio which may be initiated by those having
voting interests or the Metropolitan Fund's board of directors, provided
MetLife's disapproval of the change is reasonable and, in the case of a change
in investment policies or investment adviser, based on a good faith
determination that such change would be contrary to state law or otherwise
inappropriate in light of the portfolio's objective and purposes; or (3) to
enter into or refrain from entering into any advisory agreement or
underwriting contract, if required by any insurance regulatory authority.

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT AND DO YOU PAY A COMMISSION ON THE PURCHASE OF YOUR
CONTRACT?

All Contracts, certificates and interests in the Contracts are sold through
individuals who are our licensed sales representatives. We are registered with
the Securities and Exchange Commission as a broker-dealer under the Securities
Exchange Act of 1934, and we are a member of the National Association of
Securities Dealers, Inc. They also are sold through other registered broker-
dealers. They also may be sold through the mail and in the case of certain
Enhanced Contracts by certain of our qualified employees.

The licensed agents and broker-dealers who sell Contracts, certificates and
interests in the Contracts may be compensated for such sales by commissions
which we pay. There is no front-end sales load deducted from purchase payments
to pay sales commissions. The Separate Account also does not pay sales
commissions. The commissions we pay range from 0% to 5.75% depending on the
contract year of sale and/or the age of the participant.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. For the money market investment divisions, this
performance will be stated in terms of "yield" and "effective yield." For the
other investment divisions, this performance will be stated in terms of either
"yield", "change in accumulation unit value" or "average annual total return"
or some combination of the foregoing. Yield, change in accumulation unit value
and average annual total return figures are based on historical earnings and
are not intended to indicate future performance. The "yield" of the money
market investment divisions refers to the income generated by an investment in
the division over a seven-day period, which will be specified in the
advertisement. This income is then annualized, by assuming that the same
amount of income is generated each week over a 52 week period, and the total
income is shown as a percentage of the investment. The "effective yield" is
similarly calculated; however, when annualized, the earned income in the
division is assumed to be reinvested. Thus, the "effective yield" figure will
be slightly higher than the "yield" figure because of the former's compounding
effect. Other "yield" figures quoted in advertisements, that is those other
than the money market investment divisions, will refer to the net income
generated by an investment in a particular investment division for a thirty
day period or month, which is specified in the advertisement, and then
expressed as a percentage yield of that investment. This percentage yield is
then compounded semiannually. "Change in accumulation unit value" refers to
the comparison between values of accumulation units over specified periods in
which an investment division has been in operation, expressed as a percentage.
Change in accumulation unit value may also be expressed as an annualized
figure. Yield, change in accumulation unit value and effective yield figures
do not reflect the possible imposition of an early withdrawal charge of, for
VestMet Contracts, up to 7% of the amount withdrawn, which may result in a
lower figure being experienced by the investor. Additionally, change in
accumulation unit value does not reflect the Contract charge imposed upon the
Contracts. "Average annual total return" differs from the change in
accumulation unit value because it assumes a steady rate of return and
reflects all expenses and applicable early withdrawal charges. Performance
figures will vary among the various Contracts as a result of different
Separate Account charges, early withdrawal charges, and Contract charges. In
addition, advertisements regarding the Separate Account may contain
comparisons of hypothetical after-tax returns of currently taxable investments
versus returns of tax deferred investments. From time to time the Separate
Account may advertise its performance ranking among similar investments or
compare its performance to averages as compiled by independent organizations,
such as Lipper Analytical Services, Inc., Morningstar, Inc., VARDS and The
Wall Street Journal. The Separate Account may also advertise its performance
in comparison to appropriate indices, such as the Standard & Poor's 500 Index,
Lehman Brothers Aggregate Index and The Morgan Stanley Capital International,
Europe, Australia, Far East (EAFE) Index.

VM-18
<PAGE>

TAXES
...............................................................................

HOW DO FEDERAL INCOME TAXES AFFECT YOUR CONTRACT?

Tax laws are complex, and are subject to frequent change as well as to
judicial and administrative interpretation. The following is a general summary
intended to point out what we believe to be some general rules and principles,
and not to give specific tax or legal advice. Failure to comply with the law
may result in significant penalties. For details or for advice on how the law
applies to your individual circumstances consult your tax advisor or attorney.
You may also get information from the Internal Revenue Service.

In the opinion of our attorneys, the Separate Account and its operations
will be treated as part of MetLife, and not taxed separately. We are taxed as
a life insurance company. Thus, although the Contracts allow us to charge the
Separate Account with any taxes or reserves for taxes attributable to it, we
do not expect that under current law we will do so.

All contributions under the Contracts, other than contributions under Non-
Qualified Contracts and non-deductible contributions under IRA contracts and
certain other qualified contracts, will be contributed on a "before-tax"
basis. This means that the purchase payments either reduce your income,
entitle you to a tax deduction or are not subject to current income tax.
Because of this, federal income taxes are payable on the full amount of money
you withdraw as well as on income earned under the Contract.

Non-Qualified Contracts are issued on an "after-tax basis" so that making
purchase payments does not reduce the taxes you pay. Income earned under the
Contracts is normally not taxed until withdrawn, if you, as the owner, are an
individual. Thus, that portion of any withdrawal that represents income is
taxed when you receive it, but that portion that represents purchase payments
is not, to the extent previously taxed.

The IRA Contracts, and under some circumstances certain other Contracts,
accept both purchase payments that entitle you or the owner to a current tax
deduction or to an exclusion from income and those that do not. Taxation of
withdrawals depends on whether or not you or the owner were entitled to deduct
or exclude the purchase payment from income in compliance with the Code.

The taxable portion of a distribution from a Keogh or TSA Contract to the
participant or the participant's spouse (if she/he is the beneficiary) that is
an eligible rollover distribution is subject to 20% mandatory Federal income
tax withholding unless the participant directs the trustee, insurer or
custodian of the plan to transfer all or any portion of his/her taxable
interest in such plan to the trustee, insurer or custodian of (1) an IRA; (2)
a Keogh plan, if the distribution is from a Keogh Contract or a 403(a) annuity
plan; (3) a 403(a) annuity plan, if the distribution is from a Keogh Contract
or a 403(a) annuity contract; or (4) a TSA, if the distribution is from a TSA
Contract. An eligible rollover distribution is the taxable portion of any
distribution from a Keogh Contract or TSA Contract, except the following: (a)
a series of substantially equal periodic payments over the life (or life
expectancy) of the participant; (b) a series of substantially equal periodic
payments over the lives (or joint life expectancies) of the participant and
his/her beneficiary; (c) a series of substantially equal periodic payments
over a specified period of at least ten years; (d) a minimum distribution
required to commence when a participant reaches age 70 1/2 or the minimum
amount to be paid after the participant's death; (e) refunds of excess
contributions to the plan described in Section 401(k) of the Code for
corporations and unincorporated businesses; (f) loans treated as distributions
under the Code; (g) the cost of life insurance coverage which is includible in
the gross income of the plan participant; and (h) any other taxable
distributions from any of these plans which are not eligible "roll over"
distributions.

All taxable distributions from Keogh and TSA Contracts that are not eligible
rollover distributions and all taxable distributions from IRA, SEP and Non-
Qualified Contracts will be subject to Federal income tax withholding unless
the payee elects to have no withholding. The rate of withholding is as
determined by the Code at the time of payment. All taxable distributions from
the PEDC Contract will be subject to the same Federal income tax withholding
as regular wages.

Each type of Contract is subject to various tax limitations. Typically,
except for the Non-Qualified Contracts, the maximum amount of purchase payment
is limited under federal tax law and there are limitations on how long money
can be left under the Contracts before withdrawals must begin. A 10% tax
penalty applies to certain taxable withdrawals from the Contract (or in some
cases from the plan or arrangement that purchased the Contract) before you are
age 59 1/2. Certain withdrawals from the TSA Contracts are entirely prohibited
before age 59 1/2. If a combination of certain payments to you from certain
tax-favored plans (which includes (S)403(b) arrangements, IRAs and tax-
qualified pension and profit sharing plans) exceeds the greater of (1)
$150,000, or (2) $112,500 a year as indexed for inflation ($150,000 for 1995),
a penalty tax of 15% (reduced by the 10% tax penalty for premature
distributions, if applicable) is imposed on the excess. The rules as to what
payments

VM-19
<PAGE>

are subject to this provision are complex. The following paragraphs will
briefly summarize some of the tax rules on a Contract-by-Contract basis, but
will make no attempt to mention or explain every single rule that may be
relevant to you. We are not responsible for determining if your plan or
arrangement satisfies the requirements of the Code.

TSA Contracts. These fall under (S)403(b) of the Code that provides certain
tax benefits to employees of public school systems and organizations that are
tax exempt under (S)501(c)(3) of the Code.

Your employer buys the Contract for you although you then own it. The Code
limits the amount of purchase payments that can be made. Purchase payments
over this amount are subject to adverse tax consequences. Special rules apply
to the withdrawal of excess contributions. Withdrawals before age 59 1/2 are
prohibited except for (a) amounts contributed to or earned under your
(S)403(b) arrangement before January 1, 1989 that were either paid into or
earned under the Contract or later transferred to it in a manner satisfying
applicable Code requirements (withdrawals are deemed to come first from pre-
1989 money that is not subject to these restrictions, until all of such money
is withdrawn); (b) tax-free transfers to other (S)403(b) funding vehicles or
any other withdrawals that are not "distributions" under the Code; (c) amounts
that are not attributable to salary reduction elective deferral contributions
(i.e., generally amounts not attributable to your pre-tax contributions and
their earnings); (d) after you die, separate from service or become disabled
(as defined in the Code); (e) in the case of financial hardship (as defined in
the Code) but only your purchase payments may be withdrawn for hardship, not
earnings; or (f) under any other circumstances as the Code allows. Special
withdrawal restrictions under Section 403(b)(7)(A)(ii) of the Code apply to
amounts that had once been invested in mutual funds under custodial
arrangements even after such amounts are transferred to a Contract.

Withdrawals (other than tax-free transfers) that are allowed before you are
age 59 1/2 are subject to an additional 10% tax penalty on the taxable portion
of the withdrawal. This penalty does not apply to withdrawals (1) paid to a
beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the penalty section of the Code); (3) made in
substantially equal payments (not less frequently than annually) over the life
or life expectancy of you or you and another person named by you where such
payments begin after separation from service; (4) made to you after you
separate from service with your employer after age 55; (5) made to you on
account of deductible medical expenses (whether or not you actually itemize
deductions); (6) made to an "alternate payee" under a "qualified domestic
relations order" (normally a spouse or ex-spouse); (7) of excess matching
employer contributions made to eliminate discrimination under the Code; or (8)
timely made to reduce an elective deferral as allowed by the Code.

Withdrawals may be transferred to another (S)403(b) funding vehicle or (for
eligible roll over distributions) to an IRA without federal tax consequences
if Code requirements are met. Your Contract is not forfeitable and you may not
transfer it. Your entire interest in the Contract must be withdrawn or begun
to be withdrawn generally by April 1 of the calendar year following the year
in which you reach age 70 1/2 and a tax penalty of 50% applies to withdrawals
which should have been made but were not. Complex rules apply to the timing
and calculation of these withdrawals. Other complex rules apply to how rapidly
withdrawals must be made after your death. Generally, if you die before the
required withdrawals have begun, we must make payment of your entire interest
in the Contract within five years of the year in which you died or begin
payments under an income annuity allowed by the Code to your beneficiary over
his or her life or over a period not beyond your beneficiary's life expectancy
starting by the December 31 following the year in which you die. If your
spouse is your beneficiary, payments may be made over your spouse's life or
over a period not beyond your spouse's life expectancy starting by the
December 31 of the year in which you would have reached age 70 1/2, if later.
If you die after the required withdrawals have begun, payments must continue
to be made at least as rapidly as under the method of distribution that was
used as of the date of your death. If your Contract is subject to the
Retirement Equity Act, your spouse has certain rights which may be waived with
the written consent of your spouse. The IRS allows you to aggregate the amount
required to be withdrawn from each TSA contract you own and to withdraw this
amount in total from any one or more of the TSA contracts you own.

IRA Contracts. Annual contributions to all IRAs may not exceed the lesser of
$2,000 or 100% of your "compensation" as defined by the Code, except "spousal
IRAs" discussed below. No contributions are allowed during or after the tax
year in which you attain age 70 1/2. Contributions other than those allowed
are subject to a 6% excess contribution tax penalty. Special rules apply to
withdrawals of excess contributions. These dollar and age limits do not apply
to tax-free "rollovers" or transfers from other IRAs or from other tax-favored
plans that the Code allows.

Annual contributions are deductible if you are not covered by another
retirement plan (but you are considered to be covered if your spouse is
covered

VM-20
<PAGE>

unless you lived apart for the entire taxable year and file separate returns).
If you are covered by another retirement plan, annual contributions are fully
deductible if your adjusted gross income is $25,000 or less ($40,000 for
married couples filing jointly, never fully deductible for a married person
filing separately), not deductible if your adjusted gross income is over
$35,000 ($50,000 for married couples filing jointly, $10,000 for a married
person filing separately) and partially deductible if your adjusted gross
income falls between these amounts. If you have a non-working spouse or file a
joint return and elect to treat your spouse as having no compensation, you may
make annual IRA contributions of up to $2,250 (but not above your
"compensation") to two IRAs, one in your name and one in your spouse's.
Neither can exceed $2,000.

Withdrawals (other than tax-free transfers or "rollovers" to other IRAs)
before age 59 1/2 are subject to a 10% tax penalty. This penalty does not
apply to withdrawals (1) paid to a beneficiary or your estate after your
death; (2) due to your permanent disability (as defined in the Code); or (3)
made in substantially equal payments (not less frequently than annually) over
the life or life expectancy of you or you and another person named by you as
your beneficiary.

If you made both deductible and non-deductible contributions, a partial
withdrawal will be treated as a pro rata withdrawal of both, based on all of
your IRAs (not just the IRA Contracts). The portion of the withdrawal
attributable to non-deductible contributions (but not the earnings on them) is
not taxable, and the 10% tax penalty does not apply. You must keep track of
which contributions were deductible and which weren't, and make annual reports
to the IRS if non-deductible contributions were made.

Withdrawals may be transferred to another IRA without federal tax
consequences if Code requirements are met. Your Contract is not forfeitable
and you may not transfer it. Your entire interest in the Contract must be
withdrawn or begun to be withdrawn by the April 1 following the year in which
you reach age 70 1/2 or generally must be withdrawn within five years of the
date of your death under rules similar to those described above for TSAs.

SEP Contracts. Partners and sole proprietors may make purchase payments
under SEPs for themselves and their employees, and corporations may make
purchase payments under SEPs for their employees. Complex rules apply to which
employees or other persons must be allowed to participate, and what
contributions may be made for each of them. Once a contribution is made, you
(not the employer) have all rights to it. Once contributions are made (under
these SEP rules), your SEP generally operates as if it were an IRA purchased
by you under the IRA rules discussed above.

Keogh Contracts. Pension and profit-sharing plans satisfying certain Code
provisions are considered to be "Keogh" plans. Complex rules apply to the
establishment and operation of such plans, including the amounts that may be
contributed under them. Excess contributions are subject to a 10% penalty.
Special rules apply to the withdrawal of excess contributions.

Withdrawals before age 59 1/2 are subject to a 10% tax penalty (this does
not apply to the return of any non-deductible purchase payments). This penalty
does not apply to withdrawals (1) paid to a beneficiary or your estate after
your death; (2) due to your permanent disability (as defined in the Code); (3)
made in substantially equal payments (not less frequently than annually) over
the life or life expectancy of you or you and another person named by you
where such payments begin after separation from service; (4) made to you after
you separate from service from your employer after age 55; or (5) made to you
on account of deductible medical expenses (whether or not you actually itemize
deductions).

Your entire interest in the Contract must be withdrawn or begun to be
withdrawn beginning no later than the April 1 of the calendar year following
the year in which you reach age 70 1/2 or generally must be withdrawn within
five years of the date of your death under rules similar to those described
above for TSAs.

If your benefit under the Keogh plan is worth more than $3,500, the Code
requires that your income annuity protect your spouse if you die before you
receive any payments under the annuity or if you die while payments are being
made. You may waive these requirements with the written consent of your
spouse. Waiving these requirements could cause your monthly benefit to
increase during your lifetime.

PEDC Contract. PEDC plans are available to State or local governments and
certain tax-exempt organizations as described in (S)457 of the Code. These
plans, which must meet the requirements of (S)457 (b), provide certain tax
deferral benefits to employees and independent contractors. The plans are not
available to churches and qualified church-controlled organizations. Plan
benefit deferrals, contributions and all income attributable to such amounts
are (until made available to the participant or other beneficiary) solely the
property of the employer, subject to the claims of the employer's general
creditors.

The compensation amounts that may be deferred under a PEDC plan may not
exceed certain deferral limits established under the federal tax law. In
addition, contributions to other plans may reduce the deferral limit even
further.

VM-21
<PAGE>

Under the plan, amounts will not be made available to participants or
beneficiaries until the earliest of (1) the calendar year in which the
participant reaches age 70 1/2; (2) when the participant separates from
service with the employer; or (3) when the participant is faced with an
unforeseeable emergency as described in the income tax regulations.

Withdrawals must conform to the complex minimum distribution requirements of
the Code, including the requirements that distributions must generally begin
not later than April 1 of the calendar year following the year in which the
participant attains age 70 1/2. Although the minimum distribution rules are
similar to the rules summarized above for TSA, there are some differences. For
example, for PEDC plans, any distribution payable over a period of more than
one year can only be made in substantially non-increasing amounts.

Special rules apply to certain non-governmental PEDC plans deferring
compensation from taxable years beginning before January 1, 1987 (or beginning
later but based on an agreement in writing on August 16, 1986 and which then
provided for deferral of fixed amounts or amounts determined by a fixed
formula).

Non-Qualified Contracts. No limits apply under the Code to the amount of
purchase payments that you may make. Tax on income earned under the Contracts
is deferred until it is withdrawn only if you as the owner of the Contract are
an individual (or under certain other circumstances specified by the Code).
The following discussion assumes that this is the case.

Any withdrawal is normally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and thus not subject to tax
to the extent previously taxed) only after all earnings are paid out. This
rule does not apply to payments made under income annuities, however. Such
payments are subject to an "exclusion ratio" which determines how much of each
payment is a non-taxable return of your contributions and how much is a
taxable payment of earnings. Once the total amount treated as a return of your
contributions equals the amount of such contributions, all remaining payments
are fully taxable. If you die before all contributions are returned, the
unreturned amount is a deduction on your final income tax return or a
deduction to your beneficiary if payments continue after your death. We will
tell the purchaser of an income annuity what your contributions were and how
much of each income payment is a non-taxable return of contributions.

Withdrawals (other than tax-free exchanges to other Non-Qualified contracts)
before you are age 59 1/2 are subject to a 10% tax penalty. This penalty does
not apply to withdrawals (1) paid to a beneficiary or your estate after your
death; (2) due to your permanent disability (as defined in the Code); or (3)
made in substantially equal payments (not less frequently than annually) over
the life or life expectancy of you or you and another person named by you.

Your Non-Qualified Contract may be exchanged for another Non-Qualified
contract without federal tax consequences if Code requirements are met.
Withdrawals need not be made by a particular age. If you die before payment of
your entire interest in the Contract under an income annuity begins, we must
make payment of your entire interest within five years of the year in which
you die or begin payments under an income annuity allowed by the Code to your
beneficiary within one year of your death. If your spouse is your beneficiary
or a co-owner of the Non-Qualified Contract, this rule does not apply. If you
die after income payments begin, payments must continue to be made at least as
rapidly as before your death in accordance with the income type selected.

The tax law treats all non-qualified contracts issued after October 21, 1988
by the same company (or its affiliates) to the same owner during any one
calendar year as one annuity contract. This may result in more income being
taxed to you on withdrawals from the Contract than would otherwise be the
case. Although the law is not clear, the aggregation rule may also adversely
affect the tax treatment of payments received under an income annuity where
the owner has purchased more than one non-qualified annuity during the same
calendar year from the same or an affiliated company after October 21, 1988,
and is not receiving income payments from all annuities at the same time.

VM-22
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Cover Page................................................................ 1
Table of Contents......................................................... 1
Independent Auditors...................................................... 2
Services.................................................................. 2
Distribution of Certificates and Interests in the Contracts and Income An-
nuities.................................................................. 2
Early Withdrawal Charge................................................... 2
Variable Income Payments.................................................. 2
Performance Data.......................................................... 4
Financial Statements of the Separate Account.............................. 11
Financial Statements of MetLife........................................... 31
</TABLE>

VM-23
<PAGE>

APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and the applicable annuity tax rates:

<TABLE>
<CAPTION>
NON-
TSA IRA AND SEP KEOGH PEDC QUALIFIED
CONTRACTS CONTRACTS(1) CONTRACTS CONTRACTS(2) CONTRACTS
--------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
California............ 0.5% 0.5%(4) 0.5% 2.35% 2.35%
District of Columbia.. -- -- -- -- 2.25%
Kansas................ -- -- -- -- 2.0%
Kentucky.............. 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................. -- -- -- -- 2.0%
Mississippi........... -- -- -- -- 1.0%(3)
Nevada................ -- -- -- -- 3.5%
Pennsylvania.......... -- -- -- -- 2.0%
Puerto Rico........... 1.0% 1.0% 1.0% 1.0% 1.0%
South Dakota.......... -- -- -- -- 1.25%
U.S. Virgin Islands... 5.00% 5.00% 5.00% 5.00% 5.00%
West Virginia......... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming............... -- -- -- -- 1.0%
</TABLE>
- -------
(1) Annuity tax rates applicable to IRA Contracts purchased for use in
connection with individual retirement trust or custodial accounts meeting
the requirements of Section 408(a) of the Code are included under the
column headed "IRA and SEP Contracts".
(2) Annuity tax rates applicable to Contracts purchased under retirement plans
of public employers meeting the requirements of Section 401(a) of the Code
are included under the column headed "Keogh Contracts".
(3) Effective July 1, 1995, the Mississippi tax on annuity considerations is
repealed.
(4) With respect to Contracts purchased for use in connection with individual
retirement trust or custodial accounts meeting the requirements of Section
408(a) of the Code, the annuity tax rate in California is 2.35% instead of
0.5%.

VM-24
<PAGE>

- --------------------------------------------------------------------------------
[LOGO OF METLIFE APPEARS HERE]

Bulk Rate
U.S.Postage Paid
Rutland, VT
Metropolitan Life Insurance Company Permit 220
501 US Highway 22
Bridgewater, NJ 08807-2438

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

Preference Plus(R) Account Prospectus

Non-Qualified Annuities
Individual Retirement Annuities
Simplified Employee Pensions

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

May 1, 1995

[LOGO OF METLIFE APPEARS HERE]
Retirement & Savings Center

<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes individual and group non-qualified annuities,
individual retirement annuities and simplified employee pensions Preference
Plus Contracts ("Contracts") and individual and group non-qualified annuities,
individual retirement annuities and simplified employee pensions Preference
Plus Income Annuities ("Income Annuities").

Group Contracts and Income Annuities may only be purchased through your
employer, or a group, association or trust of which you are a member or
participant.

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, WHICH CONTAINS ADDITIONAL INFORMATION AND WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth concisely information about the Contracts and
Income Annuities and Separate Account E that you should know before investing.
Additional information about the Contracts and Income Annuities and Separate
Account E has been filed with the Securities and Exchange Commission in a
Statement of Additional Information which is incorporated herein by reference
and which is available upon request without charge from Metropolitan Life
Insurance Company, Retirement and Savings Center, 72 Eagle Rock Avenue, East
Hanover, NJ 07936 Attention: Michelle Fox. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center. The table of contents of the
Statement of Additional Information appears on page A-PPA-26.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1995.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
INDEX OF SPECIAL TERMS................................................. A-PPA- 3
TABLE OF EXPENSES...................................................... A-PPA- 4
SUMMARY................................................................ A-PPA- 6
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION.................. A-PPA- 7
FINANCIAL STATEMENTS................................................... A-PPA- 8
OUR COMPANY AND THE SEPARATE ACCOUNT................................... A-PPA- 9
THE CONTRACTS DESCRIBED IN THIS PROSPECTUS............................. A-PPA- 9
YOUR INVESTMENT CHOICES.............................................. A-PPA- 9
PURCHASE PAYMENTS.................................................... A-PPA-10
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ A-PPA-11
WITHDRAWALS AND TRANSFERS............................................ A-PPA-12
DEDUCTIONS AND CHARGES............................................... A-PPA-13
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. A-PPA-14
DEATH BENEFIT........................................................ A-PPA-15
INCOME OPTIONS....................................................... A-PPA-15
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... A-PPA-15
ADMINISTRATION....................................................... A-PPA-16
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... A-PPA-16
TRANSFERS............................................................ A-PPA-17
DEDUCTIONS AND CHARGES............................................... A-PPA-17
OTHER CONTRACT AND INCOME ANNUITY PROVISIONS........................... A-PPA-19
TAXES.................................................................. A-PPA-22
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... A-PPA-26
APPENDIX............................................................... A-PPA-27
INDEX.................................................................. A-PPA-28
</TABLE>

A-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ A-PPA- 6
Accumulation Units..................................................... A-PPA-11
Annuity Units.......................................................... A-PPA-16
Assumed Investment Rate................................................ A-PPA-17
Contract Year.......................................................... A-PPA-13
Contracts.............................................................. A-PPA- 1
Designated Office...................................................... A-PPA-10
Early Withdrawal Charge................................................ A-PPA-14
Experience Factor...................................................... A-PPA-11
Free Corridor.......................................................... A-PPA-14
Income Annuities....................................................... A-PPA- 1
Preference Plus Contracts.............................................. A-PPA- 1
Preference Plus Income Annuities....................................... A-PPA- 1
Separate Account....................................................... A-PPA- 6
Systematic Withdrawal Income Program................................... A-PPA-12
Valuation Period....................................................... A-PPA-11
</TABLE>

A-PPA-3
<PAGE>

TABLE OF EXPENSES--PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account, Metropolitan Fund expenses
for the fiscal year ending December 31, 1994:

<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases................................... None
Deferred Sales Load............................................... From 0% to
(as a percentage of the purchase payment funding the withdrawal 7%(a)
during the accumulation period)
Exchange Fee...................................................... None
Surrender Fee..................................................... None
ANNUAL CONTRACT FEE................................................ None(b)
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Fee............................... .50%(c)
Mortality and Expense Risk Fee.................................... .75%(c)
Total Separate Account Annual Expenses............................ 1.25%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(D) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio.................................. .25 .10 .35
Diversified Portfolio............................. .25 .07 .32
Stock Index Portfolio............................. .25 .08 .33
Growth Portfolio.................................. .25 .07 .32
Aggressive Growth Portfolio....................... .75 .07 .82
International Stock Portfolio..................... .75 .29* 1.04
</TABLE>

* Includes .14 in taxes

EXAMPLE

<TABLE>
If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on 1 YEAR 3 YEARS 5 YEARS 10 YEARS
assets: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Income Division............................. $79 $95 $114 $191
Diversified Division........................ 79 94 113 188
Stock Index Division........................ 79 95 113 189
Growth Division............................. 79 94 113 188
Aggressive Growth Division.................. 84 110 139 242
International Stock Division................ 86 117 150 265
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(e):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $16 $51 $ 88 $191
Diversified Division........................ 16 50 86 188
Stock Index Division........................ 16 50 87 189
Growth Division............................. 16 50 86 188
Aggressive Growth Division.................. 21 66 112 242
International Stock Division................ 23 72 124 265
</TABLE>

A-PPA-4
<PAGE>

- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges", page
A-PPA-13) does not apply to 10% of the Account Balance. Under certain
other circumstances, the deferred sales load does not apply at all.
(b) A one time contract fee of $350 may be imposed under certain Income
Annuities. (See "Income Annuities--Deductions and Charges," page A-PPA-
17).
(c) Although total Separate Account annual expenses will not exceed 1.25% of
average account values for Contracts, the allocation of these expenses
between general administrative expenses and mortality and expense risk
fees is only an estimate. (See "Deductions and Charges", page A-PPA-13.)
(d) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.
(e) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges", page A-PPA-14).

The purpose of the above table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account and the Metropolitan Fund. It
assumes that there are no other transactions. The Example is intended for
illustrative purposes only; it should not be considered a representation of
past or future expenses. Actual expenses may be higher or lower than those
shown. Annuity taxes are not reflected in the table. See "Deductions and
Charges", page A-PPA-13, for a more detailed description of the charges and
expenses imposed upon the assets in the Separate Account.

A-PPA-5
<PAGE>

................................................................................
SUMMARY

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

YOUR INVESTMENT CHOICES (PAGES A-PPA 9-10).

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page A-PPA-11, for a description of
accumulation units and how these values are determined based upon investment
performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES A-PPA 9-10. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN
THE BACK OF THIS PROSPECTUS.

TAXES (PAGES A-PPA 22-24)

A variable annuity receives special treatment under the federal income tax
laws. Please refer to the pages above for information concerning how the
federal tax laws affect purchase payments and withdrawals in each particular
tax "market."

PURCHASE PAYMENTS; TRANSFERS (PAGES A-PPA 10-11; A-PPA 12-13)

The Contracts allow you to make new purchase payments, to transfer money
among investment options and between the Separate Account and the Fixed
Interest Account, and to withdraw monies credited to you ("Account Balance").
(See "Withdrawals and Transfers," page A-PPA-12.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and what Contract you are in. (See "Withdrawals and Transfers," page A-PPA-12,
and "Deductions and Charges," page A-PPA-13.)

DEDUCTIONS AND CHARGES (PAGES A-PPA 13-14)

Your Contract is subject to various charges.

Annual Contract Fees: There is no annual Contract fee. (There is a $20
annual Contract fee imposed on certain Fixed Interest Account balances.)

General Administrative Expenses and Mortality and Expense Risks: 1.25% on an
annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received.

Metropolitan Series Fund, Inc.: Management fees and other expenses.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES A-PPA 14-15)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

Item 1--Transfers among investment divisions or to or from the Fixed
Interest Account

Item 2--Withdrawals that represent purchase payments made over seven years
ago

Item 3--Free Corridor

Item 4--"Free Look"

Item 5--Certain Income Annuities

Item 6--Death Benefit

Item 7--Mandated Withdrawals under Federal law

Item 8--Transfer from other MetLife Contracts

DEATH BENEFIT (PAGE A-PPA 15)

Each Contract offers a death benefit that guarantees certain payments in
case of your death even if account values have fallen below that amount.

INCOME ANNUITIES (PAGE A-PPA-15)

You may use your money to obtain payments guaranteed for life or for certain
other periods (an annuity). These payments may be either for specified, fixed
amounts or for amounts that can go up or down based on the investment
performance of a choice of investment options in the Separate Account
("variable income option"). You may purchase an Income Annuity if you did not
have a Contract during the accumulation period. Your Income Annuity is subject
to various charges. (See "Income Annuities--Deductions and Charges," page A-
PPA-17.)

A-PPA-6
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
ACCUMULATION ACCUMULATION NUMBER OF ACCUMULATION
UNIT VALUE UNIT VALUE END UNITS END OF YEAR
PREFERENCE PLUS CONTRACTS YEAR BEGINNING OF YEAR OF YEAR (IN THOUSANDS)
------------------------- ---- ----------------- -------------- ----------------------
<S> <C> <C> <C> <C>
Income Divi-
sion 1994 $14.27 $13.65 13,923
1993 12.98 14.27 14,631
1992 12.29 12.98 5,918
1991 10.60 12.29 1,210
1990 10.00(a) 10.60 32
Diversified
Division 1994 14.15 13.55 40,962
1993 12.70 14.15 31,808
1992 11.75 12.70 7,375
1991 9.52 11.75 1,080
1990 10.00(a) 9.52 44
Stock Index
Division 1994 13.71 13.70 23,458
1993 12.67 13.71 18,202
1992 11.94 12.67 8,150
1991 9.32 11.94 1,666
1990 10.00(a) 9.32 55
Growth Divi-
sion 1994 14.10 13.47 32,563
1993 12.48 14.10 24,608
1992 11.32 12.48 9,432
1991 8.61 11.32 2,824
1990 10.00(a) 8.61 178
Aggressive
Growth 1994 18.03 17.47 26,890
Division 1993 14.89 18.03 17,094
1992 13.66 14.89 5,747
1991 8.31 13.66 1,060
1990 10.00(a) 8.31 49
International
Stock 1994 13.74 14.25 16,674
Division 1993 9.41 13.74 6,921
1992 10.61 9.41 966
1991 10.00(b) 10.61 92
</TABLE>

In addition to the above mentioned Accumulation Units, there are cash
reserves of $129,639 at December 24, 1994 applicable to Income
Annuities receiving annuity payouts.

(a) Inception Date July 2, 1990
(b) Inception Date July 1, 1991

A-PPA-7
<PAGE>

(CHART 1-PPA)

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from
MetLife.

A-PPA-8
<PAGE>

OUR COMPANY AND THE SEPARATE ACCOUNT
...............................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

We organized the Separate Account on September 27, 1983. It is an investment
account that we maintain separate from our other assets. It is registered with
the Securities and Exchange Commission as a unit investment trust under the
1940 Act. All income, gains and losses, whether or not realized, from the
Separate Account's assets are credited to or charged against the Separate
Account, without regard to our other business. In other words, the Separate
Account's assets are solely for the benefit of those who invest in the
Separate Account and no one else, including our creditors. Our obligation to
honor all of our promises under the Contracts and Income Annuities is not
limited by the amount of assets in the Separate Account.

THE CONTRACTS DESCRIBED IN THIS PROSPECTUS
...............................................................................

WHAT ARE THE CONTRACTS?

We offer many types of Preference Plus Contracts to meet your individual
needs. These include contracts meeting the tax requirements under the
following provisions of the Internal Revenue Code ("Code"): (1) Individual
Retirement Annuities (IRAs) under (S)408(b); (2) Simplified Employee Pensions
(SEPs) under (S)408(k); (3) Tax Sheltered Annuities (TSAs) under (S)403(b);
(4) Public Employee Deferred Compensation (PEDC) under (S)457; (5) Keogh plans
under (S)401; (6) Qualified Annuity Plans (403(a)) under (S)403(a); and (7)
Non-Qualified Annuities under (S)72. Our Contracts may be individual or group
(offered to an employer, association, trust or other group for its employees,
members or participants). Group Contracts may be issued to a bank which does
nothing but hold them as contractholder. Contracts are either allocated (we
keep records of your Account Balance) or unallocated (we keep Account Balance
records only for the plan as a whole). Some contracts have a reduced mortality
and expense risk charge as a result of reduced administration expenses.

This Prospectus describes three types of Contracts: IRAs; Non-Qualified and
SEPs.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the
Contract may provide that all or some of your rights as described in this
Prospectus are subject to the terms of the plan. You should consult the plan
document to determine whether there are any provisions under your plan which
may limit or affect the exercise of your rights under the Contract. Rights
that may be affected include those concerning purchase payments, withdrawals,
transfers, the death benefit and income annuity types. For example, if part of
your Account Balance represents non-vested employer contributions, you may not
be permitted to withdraw these amounts and the early withdrawal charge
calculations may not include all or part of the employer contributions. The
Contract may provide that a plan administrative fee will be paid by making a
withdrawal from your Account Balance. The Contract may require that you or
your beneficiary obtain a signed authorization from your employer or plan
administrator to exercise certain rights. Your Contract will indicate under
what circumstances this is the case. We may rely on your employer's or plan
administrator's statements to us as to the terms of the plan or your
entitlement to any amounts. We will not be responsible for determining what
your plan says.

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Income, Diversified, Stock Index,
Growth, Aggressive Growth, and International Stock Divisions. If you are
covered under a group Contract, your employer, association or group may have
limited the number of available divisions. Your Contract will indicate what
divisions were available to you when we issued it. We may add or eliminate
divisions for some or all persons.

A-PPA-9
<PAGE>

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund as shown on page 1.
No sales or redemption charges apply to our purchase or sale through the Sepa-
rate Account of these mutual fund shares. These mutual funds are available only
through the purchase of annuities and life insurance policies and are never
sold directly to the public. These mutual funds are "series" types of funds
registered with the Securities and Exchange Commission as "diversified open-end
management investment companies" under the 1940 Act. Each division invests in
shares of a comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

Diversified Portfolio: To achieve a high total return while attempting to limit
investment risk and preserve capital by investing in equity securities, fixed-
income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research & Management
Company (a subsidiary of ours).

International Stock Portfolio: To achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.

Each of the currently available Metropolitan Fund portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee
equivalent to an annual rate of .25% of the average daily value of the
aggregate net assets of the portfolio (except that the Aggressive Growth and
International Stock Portfolios pay a fee of .75% of the average daily value of
its aggregate net assets). For providing us with sub-investment management
services, according to a contract between us and State Street Research &
Management Company ("State Street Research"), one of our subsidiaries, we pay
fees to State Street Research for the Income, Diversified, Growth and
Aggressive Growth Portfolios. For providing us with sub-investment management
services, according to a contract between us and GFM International Investors,
Ltd. ("GFM"), our subsidiary, we pay fees to GFM for the International Stock
Portfolio. Sub-investment management fees are solely our responsibility, not
that of the Metropolitan Fund.

The Metropolitan Fund is more fully described in its prospectus and the
Statement of Additional Information that the prospectus refers to. The
Metropolitan Fund's prospectus is attached at the end of this prospectus.

The Statement of Additional Information is available upon request.

PURCHASE PAYMENTS
................................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office.

A-PPA-10
<PAGE>

However, if you fill out our forms incorrectly or incompletely or other
documentation is not completed properly, we have up to five business days to
credit the payment. If the problem cannot be resolved by the fifth business
day, we will notify you and tell you the reasons for the delay. At that time,
you will be asked whether you agree to let us keep the purchase payment until
the problem can be remedied. If you do not agree, your purchase payment will
be returned immediately.

For IRA and Non-Qualified Contracts, your purchase payments may also be made
"automatically" through procedures that we call "MetroMatic" and "check-o-
matic". With "MetroMatic", your employer deducts an amount from your salary
and makes the purchase payment for you. With "check-o-matic", your bank
deducts monies from your bank checking account and makes the purchase payment
for you.

Purchase payments, including check-o-matic payments, are effective and
valued as of 4:00 p.m., New York City time, on the day we receive them at our
Designated Office, except (1) when they are received on a day when the
accumulation unit value (which will be discussed later in this Prospectus) is
not calculated or (2) when they are received after 4:00 p.m., New York City
time. In those cases, the purchase payments will be effective the next day the
accumulation unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There is no minimum purchase payment. We may reject purchase payments over
$500,000. Your purchase payments may also be limited by the federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your
Contract. Changes of allocation for new purchase payments will be made upon
receipt of your notification to us of the changes. You may also specify a day
as long as it is within 30 days after we receive the request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the tax laws.

You may continue to make purchase payments while you receive Systematic
Withdrawal Income Program payments, as described later in this Prospectus,
except if purchase payments are made through "MetroMatic", "check-o-matic",
salary reduction or salary deduction.

In order to comply with regulatory requirements in the state of Washington,
we may limit the ability of Washington residents to make purchase payments
after such Contract has been held for more than three years, if the Contract
was issued after age 60, or after age 63, if the Contract was issued before
age 61.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
...............................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units". When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you
request a withdrawal or a transfer of money from an investment division,
accumulation units are liquidated. In either case, the number of accumulation
units you gain or lose is determined by taking the amount of the purchase
payment, transfer or withdrawal and dividing it by the value of an
accumulation unit on the date the transaction occurs. For example, if an
accumulation unit is $10.00 and a $500 purchase payment is made, the number of
accumulation units purchased is 50 ($500 divided by $10 = 50). We calculate
accumulation units separately for each investment division of the Separate
Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate the value of accumulation units once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an accumulation unit and the next accumulation unit calculation
the "Valuation Period." We have the right to change the basis for the
Valuation Period, on 30 days' notice, as long as it is consistent with the
law. All purchase payments, transfers and withdrawals are valued as of the end
of the Valuation Period during which the transaction occurred. The value of
accumulation units can go up or down and is derived from the investment
performance of each of the portfolios. If the investment performance, after
payment of Separate Account expenses is positive, accumulation unit values
will go up. Conversely, if the investment performance, after payment of
Separate Account expenses is negative, they will go down.

A-PPA-11
<PAGE>

The experience factor is calculated as of the end of each Valuation Period as
follows: We take the net asset value per share of the underlying portfolio,
add the per share amount of any dividend or capital gain distribution paid by
the portfolio during the current Valuation Period, and subtract any per share
charges for taxes and reserve for taxes. We then divide that amount by the net
asset value per share as of the end of the last Valuation Period to obtain a
percentage that reflects investment performance. We then subtract a charge not
to exceed .000034035 (an effective annual rate of 1.25%) for the Contracts for
each day in the Valuation Period. This charge is to cover the general
administrative expenses and the mortality and expense risks we assume under
the Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the period since the last calculation by the last previously calculated
accumulation unit value. We then add this to the prior accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was .05, the new
accumulation unit value is $12.60 ($12.00 X .05 = $.60; $.60 + $12.00 =
$12.60). On the other hand, if the experience factor was -.05, the new
accumulation unit value is $11.40 ($12.00 x (.05) = $(.60); $12.00 - $.60 =
$11.40).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the
Fixed Interest Account.

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the
percentage or dollar amount to be withdrawn or transferred. If we agree, you
may also submit an authorization directing us to make transfers on a
continuing periodic basis from one investment division to another or to the
Fixed Interest Account. We may require that you maintain a minimum Account
Balance in an investment division from which you desire to make transfers upon
this authorization.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

Generally, as of the end of the Valuation Period during which we receive
your request at our Designated Office. We will make it as of a later date if
you request. If you die before the requested date, we will cancel the request
and pay the death benefit instead. If the withdrawal is made to provide income
payments, it will be made as of the end of the Valuation Period ending most
recently before the date the income annuity is purchased.

WILL WE MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, if you so request, but only if all applicable requirements of
the Code are met, and we receive all information necessary for us to make the
payment.

CAN YOU MAKE WITHDRAWALS AND TRANSFERS BY TELEPHONE?

Yes. You can make withdrawal and transfer requests by telephone unless
prohibited by state law. If we agree and you complete the form we supply to
you, you may also authorize your sales representative to make a transfer
request on your behalf by telephone. Whether you have your sales
representative make transfer requests or you make the withdrawal or transfer
requests by telephone yourself, you are authorizing us to act upon the
telephone instructions of any person purporting to be you or, if applicable,
your sales representative, assuming our procedures have been followed, to make
transfers or withdrawals from both your Fixed Interest and Separate Account
Balances. We have instituted reasonable procedures to confirm that any
instructions communicated by telephone are genuine. All telephone calls
requesting a transfer or withdrawal will be recorded. You (or the sales
representative) will be asked to produce your personalized data prior to our
initiating any requests by telephone. Additionally, as with other
transactions, you will receive a written confirmation of your transfer or
withdrawal. Neither we nor the Separate Account will be liable for any loss,
expense or cost arising out of any requests that we or the Separate Account
reasonably believe to be genuine. In the unlikely event that you have trouble
reaching us, requests should be made to the Designated Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for IRA and SEP Contracts,
you may request us to make "automatic" withdrawals for you on a periodic basis
through our Systematic Withdrawal Income Program ("SWIP"). SWIP payments are
not payments made

A-PPA-12
<PAGE>

under an income option or under an income annuity, as described later in this
Prospectus. You may choose to receive SWIP payments for either a specific
dollar amount or a percentage of your Account Balance. You must meet certain
total Account Balance minimums to initiate SWIP payments. Each SWIP payment
must be at least $50. Your payment date is the date you specify, if we receive
your request at least 10 days prior to the initial payment date. Otherwise,
payments will commence 30 days from the date you specify. If you do not specify
a payment date, payments will commence 30 days from the date we receive your
request. The date of the first SWIP payment is your SWIP anniversary date.
Requests to commence SWIP payments may not be made by telephone. Changes to the
specified dollar amount or percentage or to alter the timing of payments may be
made once a year on the SWIP anniversary date. Requests for such changes must
be made at least 30 days prior to the SWIP anniversary date. You may cancel
your SWIP request at any time by telephone or by writing us at the Designated
Office.

FROM WHAT INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Each SWIP payment will be taken on a prorata basis from the Fixed Interest
Account and each investment division of the Separate Account in which you then
have an Account Balance. If your total Account Balance is insufficient to make
a requested SWIP payment, the remaining Account Balance will be paid to you.

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments comprise the first withdrawal of the Contract Year and are within
the 10% "free corridor", calculated for this purpose as 10% of the Account
Balance on the SWIP anniversary date, all SWIP payments will not be subject to
an early withdrawal charge. (Depending on underwriting and plan requirements,
Contract Year for the first year is the three to fifteen month period the
Contract is in force; thereafter, it is each subsequent twelve month period).
SWIP payments in excess of the 10% free corridor and SWIP payments that
comprise the second or later withdrawal of the Contract Year will be subject to
an early withdrawal charge unless the payments are from other amounts to which
an early withdrawal charge no longer applies. See "Deductions and Charges"
immediately below.

SWIP payments are treated as withdrawals for federal income tax purposes. All
or a portion of the amounts withdrawn under SWIP will be subject to federal
income tax and, if you are under age 59 1/2, tax penalties may still apply. See
"Taxes", pages A-PPA 22-24.

DEDUCTIONS AND CHARGES
................................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges.

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND EXPENSE
RISKS AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay
will be larger than the Account Balance. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Contracts will be greater than we estimated.

These charges do not reduce the number of accumulation units credited to you.
These charges are calculated and paid every time we calculate the value of
accumulation units. (See "How is an accumulation unit value calculated?"
above.)

The sum of these charges on an annual basis (computed and payable each
Valuation Period) will not exceed 1.25% of the average value of the assets in
each investment division. Of this charge, we estimate that .50% is for
administrative expenses and .75% is for mortality and expense risks.

During 1994, these charges were $33,979,138 for all contracts in Separate
Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

Some jurisdictions tax what is called "annuity considerations." These may
include purchase payments, account balances and death benefits. We currently do
not deduct any monies from purchase payments, account balances or death
benefits to pay these taxes in most jurisdictions. Our practice generally is to
deduct money to pay annuity taxes only when you purchase an income annuity. In
the jurisdictions of Pennsylvania, South Dakota and Washington, D.C., we may
deduct money to pay annuity taxes on lump sum withdrawals or when you purchase
an income annuity. We may deduct an amount to pay annuity taxes sometime in the
future since the laws and the interpretation of the laws relating to annuities
are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page A-PPA-27.

A-PPA-13
<PAGE>

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The following paragraphs describe how the early withdrawal charge is
determined. The early withdrawal charge reimburses us for our costs in selling
the Contracts. We may use any of our profits derived from mortality and expense
risk charges to pay for any of our costs in selling the Contracts that exceed
the revenues generated by the early withdrawal charge. However, we believe that
our sales expenses may exceed revenues generated by the early withdrawal charge
and, in such event, we will pay such excess out of our surplus.

To determine the early withdrawal charge for Preference Plus Contracts, we
treat your Fixed Interest Account and Separate Account as if they were a single
account and ignore both your actual allocations and what account or investment
division the withdrawal is actually coming from. To do this, we first assume
that your withdrawal is from amounts (other than earnings) that can be
withdrawn without an early withdrawal charge, then from other amounts (other
than earnings) and then from earnings, each on a "first-in-first-out" basis.
Once we have determined the amount of the early withdrawal charge, we will
actually withdraw it from each investment division in the same proportion as
the withdrawal is being made. In determining what the withdrawal charge is, we
do not include earnings, although the actual withdrawal to pay it may come from
earnings.

For partial withdrawals from an investment division, the early withdrawal
charge is determined by dividing the amount that is subject to the early
withdrawal charge by 100% minus the applicable percentage shown below. Then we
will make the payment directed, and withdraw the early withdrawal charge from
that investment division.

For a full withdrawal from an investment division we multiply the amount to
which the withdrawal charge applies by the percentage shown below, keep the
result as an early withdrawal charge and pay you the rest. We will treat your
request as a request for a full withdrawal from an investment division if your
Account Balance in that investment division is not sufficient to pay both the
requested withdrawal and the early withdrawal charge.

For the Contracts, withdrawal charges are imposed on amounts (other than
earnings) for the first seven years after the purchase payment is received as
shown in the table below.

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[8 &
1 2 3 4 5 6 7 BEYOND]
<S> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

As required by the federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. When no allocations or
transfers are made to the Separate Account except in connection with the Equity
Generator SM investment strategy, withdrawal charges will be calculated as
described above, but the charge imposed will not exceed earnings.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
................................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to federal income tax, see "Taxes", pages A-PPA
22-24. We may require proof satisfactory to us that any necessary conditions
have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to and from the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

3. A "free corridor" withdrawal: the free corridor is the first withdrawal of
up to 10% of your Account Balance during the Contract Year.

4. "Free Look": You may cancel your Contract within 10 days (20 days in North
Dakota and Idaho) after you receive it by telling us in writing. We will then
refund all of your purchase payments (however for Contracts issued to you in
New York, Illinois, Minnesota and Pennsylvania we will instead pay you your
Account Balance). The "Free Look" is 30 days if the Contract was issued to you
in California and you are 60 years old or older. If you cancel the Contract, we
will then refund your Account Balance. If you purchased your Contract by mail,
you may have more time to return your Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. The withdrawal is required to avoid federal income tax penalties or to
satisfy federal income tax rules or Department of Labor regulations that apply
to the Contracts.

A-PPA-14
<PAGE>

8. Transfer from other MetLife Contracts: If you "rollover" amounts from
other MetLife contracts we designate, of the following two formulas, we will
apply the one that is more favorable to you: (1) treat our other contract and
this Contract as if they were one for purposes of determining when a purchase
payment was made by crediting your purchase payments with the time you held
them under our other contract prior to the time they were "rolled over" or (2)
subject the "rolled over" amounts to a withdrawal charge applied as described
above in "What is the early withdrawal charge (sales load)?" as follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[6 &
1 2 3 4 5 BEYOND]
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0
</TABLE>

DEATH BENEFIT
................................................................................

WHAT IS THE DEATH BENEFIT?

The death benefit is the greatest of (i) your Account Balance, (ii) your
highest Account Balance as of the end of the calendar year in which the 5th,
10th, 15th and so on anniversary of the start of your uninterrupted
participation in the Contract occurs less any later partial withdrawals and any
later annual Contract charges withdrawn from the Fixed Interest Account and
(iii) the total of all of your purchase payments less any partial withdrawals.

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

You name your beneficiary.

The payee may take a lump sum cash payment or use the death benefit (less any
applicable annuity taxes) to purchase an income annuity from the types
available under your Contract.

INCOME OPTIONS
................................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your Account Balance and use that
money (less any annuity taxes and applicable Contract charges that must be
paid) to purchase an income annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. Non-life contingent annuities are available which
guarantee payments for at least five years, but not more than 30 years.

Other life annuity options are available which have a refund feature or are
guaranteed for a period of time and are life contingent afterwards. The amount
of the initial payment under an income annuity must be at least $50 ($20 in
Massachusetts). You may defer receipt of income payments for up to 12 months
once an income annuity has been elected.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

Both fixed and variable income options are available. Under a fixed income
option, we guarantee a specified, fixed payment, which will depend on the
income option chosen, the age and sex of the annuitant and joint annuitant, if
applicable, (except where unisex rates are required by law) and the amount of
your total Account Balance. If a currently issued immediate annuity of the same
type will provide greater income payments, the immediate annuity rates will be
used.

If you do not select an income option by the date the Contract specifies, you
have not withdrawn your entire Account Balance, and your Contract was not
issued under a retirement plan, you will be issued a life annuity with a ten
(10) year guarantee. In that case, if you do not tell us otherwise, your Fixed
Interest Account Balance will be used to provide a fixed income option and your
Separate Account Balance will be used to provide a variable income option.

More information concerning the variable income option, including investment
choices, determining the value of variable income payments, transfers,
deductions and charges, variable income option types and taxes are discussed
below under "Income Annuities."

INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
................................................................................

WHAT ARE INCOME ANNUITIES?

Income Annuities provide you a series of payments which are based upon the
investment performance of the Separate Account. The amount of the payment is
not guaranteed. A portion of the payment may be fixed under a fixed income
option guaranteed by MetLife's general

A-PPA-15
<PAGE>

account. You may purchase an Income Annuity even if you did not have a
Contract during the accumulation period.

Income Annuities can be either group or individual and are offered as IRAs,
SEPs, TSAs, PEDC, Keogh, 403(a) and Non-Qualified annuities. Some income
annuities have a reduced mortality and expense risk charge as a result of
reduced administration expenses.

This Prospectus describes three types of Income Annuities: IRAs, SEPs and
Non-Qualified Annuities.

MAY THE INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. Your Income Annuity may provide that your choice of income types is
subject to the terms of your retirement plan. Your Income Annuity will
indicate under what circumstances this is the case. We may rely on your
employer's or plan administrator's statements to us as to the terms of the
plan or your entitlement to any amounts. We will not be responsible for
determining what your plan says.

WHAT ARE THE INVESTMENT CHOICES?

The investment choices, provided through the Separate Account, are the
Income, Diversified, Stock Index, Growth, Aggressive Growth and International
Stock Divisions described earlier in this Prospectus under "Your Investment
Choices." If you are covered under a group Income Annuity, the employer,
association or group may have limited the number of available divisions. Your
Income Annuity will indicate what divisions were available to you when we
issued it. We may add or eliminate divisions for some or all persons. You may
choose up to four investment divisions to provide the variable income payment
or up to three investment divisions if a fixed income option is also selected.

ADMINISTRATION
...............................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Income Annuities should be
sent to our Designated Office. We will provide you with the address for this
office. All checks should be payable to "MetLife." You can also make certain
requests by telephone. In order to have the purchase payment for the Income
Annuity credited to you, we must receive your payment and complete
documentation. We will provide the appropriate forms. Under group Income
Annuities, your employer or the group of which you are an annuitant or member
must also identify you to us on their reports and tell us how the purchase
payment should be allocated among the investment divisions of the Separate
Account and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated Office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and tell you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem can be remedied. If you do
not agree, your purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., New York City
time, on the day we receive them at our Designated Office, except (1) when
they are received on a day when the annuity unit value (which will be
discussed later in this Prospectus) is not calculated or (2) when they are
received after 4:00 p.m., New York City time. In those cases, the payment will
be effective the next day the annuity unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Income Annuity.

DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
...............................................................................

WHAT IS AN ANNUITY UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"annuity units." These annuity unit values are similar to "accumulation units"
described earlier in the Prospectus except that we deduct the contract fee
(which may be waived) and applicable annuity taxes from the purchase payment
before we determine the number of annuity units in each investment division
chosen.

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

A-PPA-16
<PAGE>

basis for the Valuation Period, on 30 days' notice, as long as it is
consistent with the law. All purchase payments and transfers are valued as of
the end of the Valuation Period during which the transaction occurred. The
value of annuity units can go up or down and is derived from the investment
performance of each of the portfolios. If the investment performance, after
payment of Separate Account expenses and the deduction for the assumed
investment rate ("AIR"), discussed later in this Prospectus, is positive,
annuity unit values will go up. Conversely, if the investment performance,
after payment of Separate Account expenses and the deduction for the AIR is
negative, they will go down.

We use the same "experience factor" as that derived for the calculation of
accumulation units previously described in this Prospectus.

To calculate an annuity unit value we first multiply the experience factor
for the period by 0.99989255 (an effective annual rate of 4%) for the AIR for
most Income Annuities. (The AIR may be in the range of 3% to 6%, as defined in
your Income Annuity and the laws in your state.) The resulting number is then
multiplied by the last previously calculated annuity unit value to produce the
new annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

Variable income payments can go up or down based upon the investment
performance of the investment divisions in the Separate Account. AIR is the
rate used to determine the first variable income payment and serves as a
benchmark against which the investment performance of the Separate Account is
compared. The higher the AIR, the higher the first variable income payment
will be. Subsequent variable income payments will increase only to the extent
that the investment performance of the Separate Account exceeds the AIR (and
Separate Account charges). Variable income payments will decline if the
investment performance of the Separate Account does not exceed the AIR (and
Separate Account charges). A lower AIR will result in a lower first variable
income payment, but subsequent variable income payments will increase more
rapidly or decline more slowly as changes occur in the investment performance
of the Separate Account.

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

Variable income payments are determined as of the 10th day prior to the date
each variable income payment is to be paid or the issue date, if later. Each
variable income payment may vary from a prior payment, depending, as discussed
above, upon the investment performance of the Separate Account, AIR and
Separate Account charges.

TRANSFERS
...............................................................................

CAN YOU MAKE TRANSFERS?

You may make transfers from one investment division to another or from an
investment division to a fixed income option as long as the total number of
investment divisions under your Income Annuity is no greater than four (or
three investment divisions if a fixed income option is chosen). You may make
an unlimited number of transfers. Your request must tell us the percentage to
be transferred. You may not make a transfer from the fixed income option to an
investment division.

WHEN WILL WE MAKE TRANSFERS?

Generally, we will make a transfer as of the end of the Valuation Period
during which we receive your request at our Designated Office. We will make it
as of a later date if you request. If you die before the requested date, we
will cancel the request and continue to make payments to a joint annuitant or
your beneficiary under a guarantee or pay your beneficiary a refund, if you
have chosen one of these income types.

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make a transfer request by telephone. If we agree, you may also
authorize your sales representative to make a request on your behalf by
telephone. All telephone transfers are subject to the same procedures and
limitations of liability as described earlier in this Prospectus.

DEDUCTIONS AND CHARGES
...............................................................................

WHAT IS THE CONTRACT FEE?

There is a one time $350 total contract fee which is allocated, depending on
your investment choices, proportionally between the fixed income option and
Income Annuity. The fee is taken from your purchase payment prior to crediting
annuity units. This charge covers our administrative costs which include
preparation of the Income Annuities, review of applications and recordkeeping.
If you purchase an Income Annuity as the variable income option under your
Contract and you purchased the Contract at least two years earlier, the
contract fee will be waived.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND
EXPENSE RISKS AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and

A-PPA-17
<PAGE>

legal expenses. The mortality portion of the mortality and expense risk charge
pays us for the risk that annuitants may live for a longer period of time than
we estimated. Then we would be obligated to pay more income benefits than
anticipated. The expense risk portion of the mortality and expense risk charge
is that our expenses in administering the Income Annuity will be greater than
we estimated.

These charges do not reduce the number of annuity units credited to you.
These charges are calculated and paid every time we calculate the value of
annuity units. (See "How is an annuity unit value calculated?" above.)

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

Yes. Some jurisdictions tax what is called "annuity considerations". We
deduct money to pay annuity taxes when you make the purchase payment. A chart
that shows the states where annuity taxes are charged and the amount of these
taxes is on page A-PPA-27.

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Three persons or entities figure in the description below: the owner of the
Income Annuity, the annuitant--the person whose life is the measure for
determining the amount of income payments--and the beneficiary, the person or
entity who ultimately may receive a benefit under the Income Annuity.

Life Annuity--An income payable during the annuitant's life. Payments cease
with the last one due before the annuitant's death.

Life Annuity with a Guaranteed Period--An income payable during the
annuitant's life. If, at the death of the annuitant, payments have been made
for less than the guaranteed period, payments are made to the owner of the
annuity for the rest of the guaranteed period. If, at the death of the owner,
payments have been made for less than the guaranteed period, payments are made
to the beneficiary for the rest of the guaranteed period.

Life Annuity With Refund--An income payable during the annuitant's life.
Payments cease with the last one due before the annuitant's death. At the
annuitant's death the owner of the annuity receives a benefit, if any, equal
to the amount applied under this income type (purchase payment) less any
variable income payments that were paid prior to death. If the owner has
predeceased the beneficiary, at the owner's death, the beneficiary receives a
benefit, if any, equal to the amount applied under this income type (purchase
payment) less any variable income payments that were paid prior to death.

Joint Life and Survivor/Contingent Survivor Annuity--An income payable
during the joint lives of the annuitant and a named second person and
thereafter during the life of the survivor/contingent survivor. The income
payable to the survivor/contingent survivor may be a percentage of the amount
that had been payable while both persons were alive, as follows: 100%, 75%, 66
2/3%, or 50%. The percentage payable to the survivor/contingent survivor is
selected when the income type is selected.

If, at the death of the owner, payments have been made for less than the
guaranteed period, payments are made to a beneficiary for the rest of the
guaranteed period. The income payable to the survivor/contingent survivor may
be a percentage of the amount that had been payable while both persons were
alive, as follows: 100%, 75%, 66 2/3%, or 50%. The percentage payable to the
survivor/contingent survivor is selected when the income type is selected.

If the owner has predeceased the beneficiary, at the owner's death, the ben-
eficiary receives a benefit, if any, equal to the amount applied under this
income type (pur-

A-PPA-18
<PAGE>

chase payment) less any variable income payments that are paid prior to death.
The income payable to the survivor/contingent survivor may be a percentage of
the amount that had been payable while both persons were alive, as follows:
100%, 75%, 66 2/3%, or 50%. The percentage payable to the survivor/contingent
survivor is selected when the income type is selected.

Payments for a Guaranteed Period--An income payable for a guaranteed period
(5-30 years). Payments cease with the end of the guarantee period. If the
annuitant dies prior to the end of the guarantee period, payments are made to
the owner of the annuity for the rest of the guaranteed period. If the owner
dies prior to the end of the guarantee, payments are made to the beneficiary
for the rest of the guaranteed period.

IS THERE A FREE LOOK?

Yes. There is a "Free Look" when you purchase an Income Annuity. (There is no
"Free Look" when an Income Annuity is the variable income option under a
Contract.) You may cancel your Income Annuity within 10 days (20 days in North
Dakota and Idaho) after you receive it by telling us in writing. We will then
refund your purchase payment (however, for Income Annuities issued to you in
Illinois, Minnesota and Pennsylvania we will instead pay you the value of your
annuity units.) The "Free Look" is 30 days if the Income Annuity was issued to
you in California and you are 60 years old or older. If you cancel the Income
Annuity, we will then refund the value of your annuity units. If you purchased
your Income Annuity by mail, you may have more time to return your Income
Annuity.

OTHER CONTRACT AND INCOME ANNUITY PROVISIONS
................................................................................

CAN WE CANCEL YOUR CONTRACT OR INCOME ANNUITY?

We may not cancel your Income Annuity.

We may cancel your Contract. If we do so for a Contract delivered in New
York, we will return the full Account Balance. In all other cases, you will
receive an amount equal to what you would have received if you had requested a
total withdrawal of your Account Balance. Early withdrawal charges may apply.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Yes. If your plan is subject to ERISA (the Employee Retirement Income
Security Act of 1974) and you are married, the income payments, withdrawal
provisions, and methods of payment of the death benefit under your Contract or
Income Annuity may be subject to your spouse's rights as described below.

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor basis
("QJSA") (one under which we make payments to you during your lifetime
and then make payments reduced by no more than 50% to your spouse for his
or her remaining life, if any); or choose to waive the qualified pre-
retirement survivor annuity benefit ("QPSA") (the benefit payable to the
surviving spouse of a participant who dies with a vested interest in an
accrued retirement benefit under the plan before payment of the benefit
has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use your accrued benefit as security for a loan.

A-PPA-19
<PAGE>

If your benefit is worth $3,500 or less, spousal qualified consent may not be
required.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as "check-o-matic", SWIP payments and pre-authorized
systematic purchase payments which are transfers from the Fixed Interest
Account, may be confirmed quarterly.

CAN METLIFE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

Yes. We have the right to make certain changes to your Contract or Income
Annuity, but only as permitted by law. We make changes when we think they would
best serve the interest of all participants or would be appropriate in carrying
out the purposes of the Contract or Income Annuity. If the law requires, we
will also get your approval and that of any appropriate regulatory authorities.
Examples of the changes we may make include:

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

5. To change the way we assess charges, but without increasing the aggregate
amount charged to the Separate Account and any currently available portfolio
in connection with the Contracts or Income Annuities.

6. To make any necessary technical changes in the Contracts or Income
Annuities in order to conform with any of the above-described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an amount allocated, we will notify
you of the change. You may then make a new choice of investment divisions. For
Contracts issued in Pennsylvania (and Income Annuities where required by law),
we will ask your approval before any technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are deemed
attributable to the Contract or Income Annuity) at regular and special meetings
of the shareholders of the portfolio based on instructions received from those
having the voting interest in corresponding investment divisions of the
Separate Account. However, if the 1940 Act or any rules thereunder should be
amended or if the present interpretation thereof should change, and as a result
we determine that we are permitted to vote the shares of the portfolios in our
own right, we may elect to do so.

Accordingly, you have voting interests under the Contracts or Income
Annuities. The number of shares held in each Separate Account investment
division deemed attributable to you is determined by dividing the value of
accumulation or annuity units attributable to you in that investment division,
if any, by the net asset value of one share in the portfolio in which the
assets in that Separate Account investment division are invested. Fractional
votes will be counted. The number of shares concerning which you have the right
to give instructions will be determined as of the record date for the meeting.

Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuity contracts (including the Contracts and Income Annuities) and for which
no timely instructions are received will be voted in the same proportion as the
shares for which voting instructions are received by that separate account.
Portfolio shares held in the general accounts or unregistered separate accounts
of MetLife or its affiliates will be voted in the same proportion as the
aggregate of (i) the shares for which voting instructions are received and (ii)
the shares that are voted in proportion to such voting instructions. However,
if we or an affiliate determine that we are permitted to vote any such shares,
in our own right, we may elect to do so subject to the then current
interpretation of the 1940 Act or any rules thereunder.

A-PPA-20
<PAGE>

You will be entitled to give instructions regarding the votes attributable to
your Contract or Income Annuity in your sole discretion.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment adviser or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's board of directors, provided MetLife's disapproval of the change is
reasonable and, in the case of a change in investment policies or investment
adviser, based on a good faith determination that such change would be contrary
to state law or otherwise inappropriate in light of the portfolio's objective
and purposes; or (3) to enter into or refrain from entering into any advisory
agreement or underwriting contract, if required by any insurance regulatory
authority.

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT OR INCOME ANNUITY AND DO YOU PAY A COMMISSION ON THE
PURCHASE OF YOUR CONTRACT OR INCOME ANNUITY?

All Contracts and Income Annuities, certificates and interests in the
Contracts and Income Annuities are sold through individuals who are our
licensed sales representatives. We are registered with the Securities and
Exchange Commission as a broker-dealer under the Securities Exchange Act of
1934, and we are a member of the National Association of Securities Dealers,
Inc. They also are sold through other registered broker-dealers. They also may
be sold through the mail.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. This performance will be stated in terms of
either "yield", "change in accumulation unit value," "change in annuity unit
value" or "average annual total return" or some combination of the foregoing.
Yield, change in accumulation unit value, change in annuity unit value and
average annual total return figures are based on historical earnings and are
not intended to indicate future performance. The "yield" figures quoted in
advertisements will refer to the net income generated by an investment in a
particular investment division for a thirty day period or month, which is
specified in the advertisement, and then expressed as a percentage yield of
that investment. This percentage yield is then compounded semiannually. "Change
in accumulation unit value" or "change in annuity unit value" refers to the
comparison between values of accumulation or annuity units over specified
periods in which an investment division has been in operation, expressed as a
percentage. Change in accumulation unit value or change in annuity unit value
may also be expressed as an annualized figure. In addition, change in
accumulation unit value or change in annuity unit value may be used to
illustrate performance for a hypothetical investment (such as $10,000) over the
time period specified. Yield and change in accumulation unit value figures do
not reflect the possible imposition of an early withdrawal charge of up to 7%
of the amount withdrawn attributable to a purchase payment, which may result in
a lower figure being experienced by the investor. "Average annual total return"
differs from the change in accumulation unit value and change in annuity unit
value because it assumes a steady rate of return and reflects all expenses and
applicable early withdrawal charges. Performance figures will vary among the
various Contracts and Income Annuities as a result of different Separate
Account charges and early withdrawal charges. Performance may be calculated
based upon historical performance of the Fund and may assume that certain
contracts were in existence prior to their inception date. After the inception
date, actual accumulation unit or annuity unit data is used.

A-PPA-21
<PAGE>

Separate Account may use the Consumer Price Index in its advertisements as a
measure of inflation for comparison purposes. From time to time the Separate
Account may advertise its performance ranking among similar investments or
compare its performance to averages as compiled by independent organizations
such as Lipper Analytical Services, Inc., Morningstar, Inc., VARDS and The
Wall Street Journal. The Separate Account may also advertise its performance
in comparison to appropriate indices, such as the Standard & Poor's 500 Index,
Lehman Brothers Aggregate Index and The Morgan Stanley Capital International,
Europe, Australia, Far East (EAFE) Index.

Performance may be shown for two investment strategies that are made
available under certain Contracts. The first is the "Equity Generator". Under
the "Equity Generator," at the end of a specified period (i.e., monthly,
quarterly), an amount equal to the interest earned during the period in the
Fixed Interest Account is transferred to the Stock Index Division or the
Aggressive Growth Division. The second technique is the "Equalizer" SM. Under
this strategy, at the end of a specified period (i.e., monthly, quarterly), a
transfer is made from the Stock Index Division or the Aggressive Growth
Division to the Fixed Interest Account or from the FIxed Interest Account to
the Stock Index Division or Aggressive Growth Division in order to make the
account and the division equal in value. An "Equity Generator Return",
"Aggressive Equity Generator Return", "Equalizer Return" or "Aggressive
Equalizer Return" will be calculated by presuming a certain dollar value at
the beginning of a period and comparing this dollar value with the dollar
value, based on historical performance, at the end of the period, expressed as
a percentage. The "Return" in each case will assume that no withdrawals have
occurred. We may also show performance for the Equity Generator and Equalizer
investment strategies using any other investment divisions for which these
strategies are made available in the future. If we do so, performance will be
calculated in the same manner as described above, using the appropriate
account and/or investment divisions.

TAXES
...............................................................................

GENERAL

In the opinion of our attorneys, the Separate Account and its operations
will be treated as part of MetLife, and not taxed separately. We are taxed as
a life insurance company. Thus, although the Contracts and Income Annuities
allow us to charge the Separate Account with any taxes or reserves for taxes
attributable to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR CONTRACT?

All contributions under the Contracts, other than contributions under Non-
Qualified Contracts and non-deductible contributions under IRA Contracts and
certain other qualified Contracts, will be contributed on a "before-tax"
basis. This means that the purchase payments either reduce your income,
entitle you to a tax deduction or are not subject to current income tax.
Because of this, federal income taxes are payable on the full amount of money
you withdraw as well as on income earned under the Contract.

The IRA Contracts accept both purchase payments that entitle you or the
owner to a current tax deduction or to an exclusion from income and those that
do not. Taxation of withdrawals depends on whether or not you or the owner
were entitled to deduct or exclude the purchase payments from income in
compliance with the Code.

All taxable distributions from the Contracts will be subject to federal
income tax withholding unless the payee elects to have no withholding. The
rate of withholding is as determined by the Code at the time of payment.

A-PPA-22
<PAGE>

certain payments to you from certain tax-favored plans (which includes
(S)403(a) plans, (S)403(b) arrangements, IRAs and tax-qualified pension and
profit sharing plans) exceeds the greater of (1) $150,000, or (2) $112,500 a
year as indexed for inflation ($150,000 for 1995), an additional penalty tax of
15% is imposed on the excess. The rules as to what payments are subject to this
provision are complex. The following paragraphs will briefly summarize some of
the tax rules on a Contract-by-Contract basis, but will make no attempt to
mention or explain every single rule that may be relevant to you. We are not
responsible for determining if your plan or arrangement satisfies the
requirements of the Code.

IRA Contracts. Annual contributions to all IRAs may not exceed the lesser of
$2,000 or 100% of your "compensation" as defined by the Code, except "spousal
IRAs" discussed below. No contributions are allowed during or after the tax
year in which you attain age 70 1/2. Contributions other than those allowed are
subject to a 6% excess contribution tax penalty. Special rules apply to
withdrawals of excess contributions. These dollar and age limits do not apply
to tax-free "rollovers" or transfers from other IRAs or from other tax-favored
plans that the Code allows.

Annual contributions are deductible if you are not covered by another
retirement plan (but you are considered to be covered if your spouse is covered
unless you lived apart for the entire taxable year and file separate returns).
If you are covered by another retirement plan, annual contributions are fully
deductible if your adjusted gross income is $25,000 or less ($40,000 for
married couples filing jointly, never fully deductible for a married person
filing separately), not deductible if your adjusted gross income is over
$35,000 ($50,000 for married couples filing jointly, $10,000 for a married
person filing separately) and partially deductible if your adjusted gross
income falls between these amounts. If you have a non-working spouse or file a
joint return and elect to treat your spouse as having no compensation, you may
make annual IRA contributions of up to $2,250 (but not above your
"compensation") to two IRAs, one in your name and one in your spouse's. Neither
can exceed $2,000.

Withdrawals (other than tax-free transfers or "rollovers" to other IRAs)
before age 59 1/2 are subject to a 10% tax penalty. This penalty does not apply
to withdrawals (1) paid to a beneficiary or your estate after your death; (2)
due to your permanent disability (as defined in the Code); or (3) made in
substantially equal payments (not less frequently than annually) over the life
or life expectancy of you or you and another person named by you as your
beneficiary.

Withdrawals may be transferred to another IRA without federal tax
consequences if Code requirements are met. Your Contract is not forfeitable and
you may not transfer it.

Your entire interest in the Contract must be withdrawn or begun to be with-
drawn generally by April 1 of the calendar year following the year in which you
reach age 70 1/2 and a tax penalty of 50% applies to withdrawals which should
have been made but were not. Complex rules apply to the timing and calculation
of these withdrawals. Other complex rules apply to how rapidly withdrawals must
be made after your death. Generally, if you die before the required withdrawals
have begun, we must make payment of your entire interest within five years of
the year in which you died or begin payments under an income annuity allowed by
the Code to your beneficiary over his or her lifetime or over a period not be-
yond your beneficiary's life expectancy starting by the December 31 of the year
following the year in which you die. If your spouse is your beneficiary, and,
if your Contract permits, payments may be made over your spouse's lifetime or
over a period not beyond your spouse's life expectancy starting by the December
31 of the year in which you would have reached age 70 1/2, if later. If you die
after the required withdrawal has begun, payments must continue to be made at
least as rapidly as under the method of distribution that was used as of the
date of your death. If your beneficiary is your spouse, he or she may elect to
continue the Contract as his or her own IRA Contract after your death. The IRS
allows you to aggregate the amount required to be withdrawn from each IRA con-
tract you own and to withdraw this amount in total from any one or more of the
IRA contracts you own.

SEP Contracts. Partners and sole proprietors may make purchase payments under
SEPs for themselves and their employees, and corporations may make purchase
payments under SEPs for their employees. Complex rules apply to which employees
or other persons must be allowed to participate, and what contributions may be
made for each of them. Once a contribution is made, you (not the employer) have
all rights to it. Once contributions are made (under these

A-PPA-23
<PAGE>

SEP rules), your SEP generally operates as if it were an IRA purchased by you
under the IRA rules discussed above.

Non-Qualified Contracts. No limits apply under the Code to the amount of
purchase payments that you may make. Tax on income earned under the Contracts
is deferred until it is withdrawn only if you, as owner of the Contract, are an
individual (or under certain other circumstances specified by the Code). The
following discussion assumes that this is the case.

Any withdrawal is normally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and thus not subject to tax
to the extent previously taxed) only after all earnings are paid out. This rule
does not apply to payments made under income annuities, however. Such payments
are subject to an "exclusion ratio" which determines how much of each payment
is a non-taxable return of your contributions and how much is a taxable payment
of earnings. Once the total amount treated as a return of your contributions
equals the amount of such contributions, all remaining payments are fully
taxable. If you die before all contributions are returned, the unreturned
amount is a deduction on your final income tax return or a deduction to your
beneficiary if payments continue after your death. We will tell the purchaser
of an income annuity what your contributions were and how much of each income
payment is a non-taxable return of contributions.

Your Non-Qualified Contract may be exchanged for another non-qualified
contract without federal tax consequences if Code requirements are met.
Withdrawals need not be made by a particular age. If you die before payment
under an income annuity begins, we must make payment of your entire interest in
the Contract within five years of the year in which you die or begin payments
under an income annuity allowed by the Code to your beneficiary within one
year. If your spouse is your beneficiary or a co-owner of the Non-Qualified
Contract, this rule does not apply. If you die after income payments begin,
payments must continue to be made at least as rapidly as before your death in
accordance with the income type selected.

The tax law treats all non-qualified contracts issued after October 21, 1988
by the same company (or its affiliates) to the same owner during any one
calendar year as one annuity contract. This may result in more income being
taxed to you on withdrawals from the Contract than would otherwise be the case.
Although the law is not clear, the aggregation rule may also adversely affect
the tax treatment of payments received under an income annuity where the owner
has purchased more than one non-qualified annuity during the same calendar year
from the same or an affiliated company after October 21, 1988, and is not
receiving income payments from all annuities at the same time.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

All purchase payments under the Income Annuities, other than purchase pay-
ments under Non-Qualified Income Annuities and purchase payments consisting of
non-deductible contributions under IRA Income Annuities, will be on a "before-
tax" basis. This means that the purchase payment was either a reduction from
income, entitled you to a tax deduction or was not subject to current income
tax. Because of this, federal income taxes are payable on the full amount of
money paid as income payments under the Income Annuity.

The Non-Qualified Income Annuities are issued on an "after-tax basis" so that
making a purchase payment does not reduce the taxes you pay. That portion of
any income payment that represents income is taxed when you receive it, but
that portion that represents the purchase payment is not subject to tax to the
extent such purchase payment was previously taxed.

The IRA Income Annuities accept both purchase payments that have entitled you
as the owner to a current tax deduction or to a reduction in taxable income and
those that do not. Taxation of income payments depends on whether or not you as
the owner were entitled to deduct or exclude the purchase payments from income
in compliance with the Code.

All taxable income payments will be subject to Federal income tax withholding
unless the payee elects to have no withholding. The rate of withholding is as
determined by the Code at the time of payment.

A-PPA-24
<PAGE>

or life expectancy of you or you and another person named by you as your
beneficiary where such payments begin after separation from service; or (4)
under a Non-Qualified Income Annuity purchased with a single purchase payment
which provides for substantially equal payments (to be made not less
frequently than annually) commencing no later than one year from the purchase
date. If you are under age 59 1/2 and you are relying on an Income Annuity to
constitute a stream of substantially equal periodic payments to avoid an
additional 10% tax penalty under either section 72(q) or 72(t) of the Code,
there is a possibility that if you make transfers as described earlier in this
Prospectus, the exercise of the transfer provision will cause the imposition
of this tax.

If a combination of certain income payments to you from certain tax-favored
plans (which includes (S)403(a) plans, (S)403(b) arrangements, IRAs and tax-
qualified pension and profit sharing plans) exceeds the greater of (1)
$150,000, or (2) $112,500 a year as indexed for inflation ($150,000 for 1995),
a penalty tax of 15% is imposed on the excess. The rules as to what income
payments are subject to this provision are complex. The following paragraphs
will briefly summarize some of the tax rules, but we will make no attempt to
mention or explain every single rule that may be relevant to you. We are not
responsible for determining if your plan or arrangement satisfies the
requirements of the Code.

Distributions of your entire interest under the IRA and SEP Income Annuities
must be made beginning no later than the April 1 of the calendar year
following the year in which you reach age 70 1/2 or must be made within five
years of the date of your death and a tax penalty of 50% applies to payments
which should have been made but were not. Complex rules apply to the timing
and calculation of these income payments. Other complex rules apply to how
rapidly income payments must be made after your death. If you die before
income payments begin under a Income Annuity, we will pay your entire interest
under the Contract in a lump sum to your beneficiary after we receive proof of
your death. If you die after income payments begin, payments must continue to
be made in accordance with the income type selected. The Code requires that
payments of your remaining interest in the Contract be made at least as
rapidly as under the method of distribution that was used at the time of your
death.

Non-Qualified Income Annuities. The following discussion assumes that you
are an individual (or under certain other circumstances specified in the
Code).

Income payments are subject to an "exclusion ratio" which determines how
much of each income payment is a non-taxable return of your purchase payment
and how much is a taxable payment of earnings. Once the total amount treated
as a return of your purchase payment equals the amount of such purchase
payment, all remaining income payments are fully taxable. If you die before
the purchase payment is returned, the unreturned amount is a deduction on your
final income tax return or a deduction to your beneficiary if income payments
continue after your death. We will tell you what your purchase payment was and
how much of each income payment is a non-taxable return of your purchase
payment.

If you die before income payments begin, the Code generally provides that we
must make payment of your entire interest in the Income Annuity within five
years of the year in which you die. If you die before income payments begin
under your Income Annuity, we will pay your entire interest under your Income
Annuity in a lump sum to your beneficiary after we receive proof of your
death. If you die after income payments begin, payments must continue to be
made at least as rapidly as under the method of distribution before your death
in accordance with the income type selected.

The tax law treats two or more non-qualified contracts issued after October
21, 1988 by the same company (or its affiliates) to the same owner during any
one calendar year as one annuity contract. It is unclear whether this rule
adversely affects the tax treatment of income payments received under a
contract which was issued during the same calendar year in which you purchased
another annuity contract from the same company (or its affiliates) under which
you are not yet receiving income payments.

A-PPA-25
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
Page
<S> <C>
Cover Page................................................................ 1
Table of Contents......................................................... 1
Independent Auditors...................................................... 2
Services.................................................................. 2
Distribution of Certificates and Interests in the Contracts and Income An-
nuities.................................................................. 2
Early Withdrawal Charge................................................... 2
Variable Income Payments.................................................. 2
Performance Data.......................................................... 4
Financial Statements of the Separate Account.............................. 11
Financial Statements of MetLife........................................... 31
</TABLE>

A-PPA-26
<PAGE>

APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

<TABLE>
<CAPTION>
IRA AND SEP NON-QUALIFIED
TSA CONTRACTS CONTRACTS KEOGH AND 403(A) PEDC CONTRACTS CONTRACTS AND
AND INCOME AND INCOME CONTRACTS AND AND INCOME INCOME
ANNUITIES ANNUITIES(1) INCOME ANNUITIES ANNUITIES(2) ANNUITIES
------------- ------------ ---------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
California.............. 0.5% 0.5%(4) 0.5% 2.35% 2.35%
District of Columbia.... -- -- -- -- 2.25%
Kansas.................. -- -- -- -- 2.0%
Kentucky................ 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Mississippi............. -- -- -- -- 1.0%(3)
Nevada.................. -- -- -- -- 3.5%
Pennsylvania............ -- -- -- -- 2.0%
Puerto Rico............. 1.0% 1.0% 1.0% 1.0% 1.0%
South Dakota............ -- -- -- -- 1.25%
U.S. Virgin Islands..... 5.0% 5.0% 5.0% 5.0% 5.0%
West Virginia........... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming................. -- -- -- -- 1.0%
</TABLE>
- -------
(1) Annuity tax rates applicable to IRA Contracts and Income Annuities
purchased for use in connection with individual retirement trust or
custodial accounts meeting the requirements of Section 408(a) of the Code
are included under the column headed "IRA and SEP Contracts and Income
Annuities."
(2) Annuity tax rates applicable to Contracts and Income Annuities purchased
under retirement plans of public employers meeting the requirements of
Section 401(a) of the Code are included under the column headed "Keogh
Contracts and Income Annuities."
(3) Effective July 1, 1995, the Mississippi tax on annuity considerations is
repealed.
(4) With respect to Contracts and Income Annuities purchased for use in
connection with individual retirement trust or custodial accounts meeting
the requirements of Section 408(a) of the Code, the annuity tax rate in
California is 2.35% instead of 0.5%.

A-PPA-27
<PAGE>

INDEX
<TABLE>
<CAPTION>
A-PPA
<S> <C>
ACCOUNT BALANCE.........................................................................................6
ACCUMULATION UNIT VALUES..............................................................................7-8
Calculation..........................................................................................11
ANNUAL CONTRACT FEE...................................................................................4,6
ANNUITY TAXES .........................................................................................13
ANNUITY UNITS..........................................................................................16
ASSUMED INVESTMENT RATE................................................................................17
AVERAGE ANNUAL TOTAL RETURN............................................................................21
CANCELLATION...........................................................................................19
CHANGE IN ACCUMULATION UNIT VALUE......................................................................21
CHANGE IN ANNUITY UNIT VALUE...........................................................................21
CHECK-O-MATIC.......................................................................................11,20
COMMISSION.............................................................................................21
CONFIRMATION...........................................................................................20
CONTRACTS.............................................................................................1,9
CONTRACT YEAR..........................................................................................13
DEATH BENEFIT........................................................................................6,15
DESIGNATED OFFICE......................................................................................10
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)......................................................4,6,14
EQUALIZER SM ..........................................................................................22
EQUITY GENERATOR SM ................................................................................14,22
ERISA..................................................................................................19
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES..........................................................6,14-15
Certain Purchase Payments............................................................................14
Death................................................................................................14
Federal Taxes........................................................................................14
Free Corridor........................................................................................14
Free Look............................................................................................14
Income Annuity.......................................................................................14
Transfers............................................................................................14
Transfers from other MetLife Contracts...............................................................15
EXPERIENCE FACTOR......................................................................................11
FIXED INCOME OPTION....................................................................................15
FREE CORRIDOR..........................................................................................14
FREE LOOK..............................................................................................14
GENERAL ADMINISTRATIVE EXPENSES FEE................................................................4,6,13
INCOME ANNUITIES................................................................................1,6,15-19
Administration.......................................................................................16
Annuity Unit Value...................................................................................16
Annuity Taxes........................................................................................18
Assumed Investment Rate..............................................................................17
Contract Fee.........................................................................................17
Free Look............................................................................................19
General Administrative Expenses Fee...............................................................17-18
Income Types.........................................................................................15
Investment Choices...................................................................................16
Mortality and Expense Risk Fee....................................................................17-18
Joint Life and Survivor/Contingent Survivor Annuity..................................................18
Joint Life and Survivor/Contingent Survivor Annuity with a Guaranteed Period.........................18
Joint Life and Survivor/Contingent Survivor Refund Annuity...........................................18
Life Annuity.........................................................................................18
</TABLE>

A-PPA-28
<PAGE>

<TABLE>
<CAPTION>
A-PPA
<S> <C>
Life Annuity with a Guaranteed Period......................................18
Life Annuity with Refund...................................................18
Payments for a Guaranteed Period...........................................19
Purchase Payment...........................................................16
Transfers..................................................................17
INCOME OPTIONS
Fixed Income Option........................................................15
Variable Income Option.....................................................15
INDIVIDUAL RETIREMENT ANNUITY CONTRACTS..................9,11,12,16,22,23,24,25
INVESTMENT CHOICES.....................................................4,6,9,10
Aggressive Growth Portfolio............................................4,7,10
Diversified Portfolio..................................................4,7,10
Growth Portfolio.......................................................4,7,10
Income Portfolio.......................................................4,7,10
International Stock Portfolio..........................................4,7,10
Stock Index Portfolio..................................................4,7,10
MANAGEMENT FEES............................................................4,10
METROMATIC...................................................................11
MORTALITY AND EXPENSE RISK FEE...........................................4,6,13
NON-QUALIFIED CONTRACT.........................................9,11,16,22,24,25
PERFORMANCE..................................................................21
PURCHASE PAYMENTS (CONTRIBUTIONS)..........................................6,10
REBALANCER SM................................................................12
SALES LOAD.................................................................4,14
SALES REPRESENTATIVES........................................................21
SEPARATE ACCOUNT............................................................6,9
SIMPLIFIED EMPLOYEE PENSION CONTRACT..............................9,12,16,22-25
SUMMARY.......................................................................6
SYSTEMATIC WITHDRAWAL INCOME PROGRAM...................................12-13,20
TAXES.....................................................................22-25
General--all markets.......................................................22
IRA Contracts........................................................23,24,25
Non-Qualified Contracts.................................................24-25
SEP Contracts........................................................23,24,25
TELEPHONE REQUESTS........................................................12,17
TOTAL OPERATING EXPENSES......................................................4
TRANSFERS..................................................................6,12
VALUATION PERIOD.............................................................11
VOTING RIGHTS.............................................................20-21
WITHDRAWALS..................................................................12
YIELD........................................................................21
</TABLE>

A-PPA-29
<PAGE>

REQUEST FOR A STATEMENT OF ADDITIONAL
INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc.

[_] I have changed my address. My CURRENT address is:

Name:
- ------------------------- ----------------------------------------------
(Contract Number)
Address:
----------------------------------------------

- ------------------------- ----------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY
ATTN: MICHELLE FOX
RETIREMENT AND SAVINGS CENTER
72 EAGLE ROCK AVENUE
EAST HANOVER, NJ 07936
<PAGE>

Preference Plus(R)Account
Prospectus
Non-Qualified Annuities
Individual Retirement Annuities
Simplified Employee Pensions

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

----------------------------------
May 1, 1995

[LOGO OF METLIFE APPEARS HERE]
Retirement & Savings Center

If you need further information, please
contact your sales representative or call toll free:

1-800-553-4459

Mailer Prospectus (0595) Printed in U.S.A.

9404406 (0495)
<PAGE>

Preference Plus(R) Account Prospectus

Tax Sheltered Annuities
Qualified Annuity Plans under Section 403(a)
of the Internal Revenue Code
Public Employee Deferred Compensation
Keogh

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

May 1, 1995

[LOGO OF METLIFE(R) APPEARS HERE]
Retirement & Savings Center
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes individual and group tax sheltered annuities,
qualified annuity plans under Section 403(a) of the Internal Revenue Code,
Public Employee Deferred Compensation, and Keogh Preference Plus Contracts
("Contracts") and individual and group tax sheltered annuities, qualified
annuity plans under Section 403(a) of the Internal Revenue Code, Public
Employee Deferred Compensation, and Keogh Preference Plus Income Annuities
("Income Annuities").

Group Contracts and Income Annuities may only be purchased through your
employer, or a group, association or trust of which you are a member or
participant.

You decide where your purchase payments are directed. The choices depend on
what is available under your Contract or Income Annuity and may include the
Fixed Interest Account, and, through Metropolitan Life Separate Account E, the
Income, Diversified, Stock Index, Growth, Aggressive Growth and International
Stock Portfolios of the Metropolitan Series Fund, Inc. ("Metropolitan Fund")
and the Calvert Responsibly Invested Balanced Portfolio (formerly known as
Calvert Socially Responsible Series) ("Calvert Balanced Portfolio") of the
Acacia Capital Corporation.

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus. The Prospectus for the Calvert Balanced Portfolio is delivered
separately to those whom this investment choice is offered.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, AND ACCOMPANIED BY THE CURRENT PROSPECTUS FOR CALVERT
BALANCED PORTFOLIO WHERE APPLICABLE, WHICH CONTAIN ADDITIONAL INFORMATION AND
WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1995.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
INDEX OF SPECIAL TERMS................................................. B-PPA- 3
TABLE OF EXPENSES...................................................... B-PPA- 4
SUMMARY................................................................ B-PPA- 6
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION.................. B-PPA- 8
FINANCIAL STATEMENTS................................................... B-PPA- 9
OUR COMPANY AND THE SEPARATE ACCOUNT................................... B-PPA-10
THE CONTRACTS DESCRIBED IN THIS PROSPECTUS............................. B-PPA-10
YOUR INVESTMENT CHOICES.............................................. B-PPA-10
PURCHASE PAYMENTS.................................................... B-PPA-12
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ B-PPA-13
WITHDRAWALS AND TRANSFERS............................................ B-PPA-13
DEDUCTIONS AND CHARGES............................................... B-PPA-15
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. B-PPA-16
DEATH BENEFIT........................................................ B-PPA-17
INCOME OPTIONS....................................................... B-PPA-18
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... B-PPA-18
ADMINISTRATION....................................................... B-PPA-19
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... B-PPA-19
TRANSFERS............................................................ B-PPA-20
DEDUCTIONS AND CHARGES............................................... B-PPA-20
OTHER CONTRACT AND INCOME ANNUITY PROVISIONS........................... B-PPA-22
TAXES.................................................................. B-PPA-25
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... B-PPA-29
APPENDIX............................................................... B-PPA-30
INDEX.................................................................. B-PPA-31
</TABLE>

B-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ B-PPA- 6
Accumulation Units..................................................... B-PPA-13
Annuity Units.......................................................... B-PPA-19
Assumed Investment Rate................................................ B-PPA-19
Contract Year.......................................................... B-PPA-12
Contracts.............................................................. B-PPA- 1
Designated Office...................................................... B-PPA-12
Early Withdrawal Charge................................................ B-PPA-15
Experience Factor...................................................... B-PPA-13
Free Corridor.......................................................... B-PPA-16
Income Annuities....................................................... B-PPA- 1
Preference Plus Contracts.............................................. B-PPA- 1
Preference Plus Income Annuities....................................... B-PPA- 1
Separate Account....................................................... B-PPA- 6
Systematic Termination................................................. B-PPA-16
Systematic Withdrawal Income Program................................... B-PPA-14
Valuation Period....................................................... B-PPA-13
</TABLE>

B-PPA-3
<PAGE>

TABLE OF EXPENSES--PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account, Metropolitan Fund and
Calvert Balanced Portfolio expenses for the fiscal year ending December 31,
1994:

CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
.70 .10 .80
</TABLE>

B-PPA-4
<PAGE>

- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges", page
B-PPA-15) does not apply to 10% or 20% of the Account Balance. Under
certain other circumstances, the deferred sales load does not apply at
all.
(b) A one time contract fee of $350 may be imposed under certain Income
Annuities. (See "Income Annuities--Deductions and Charges," page B-PPA-
20).
(c) Although total Separate Account annual expenses will not exceed 1.25% of
average account values for Preference Plus Contracts, the allocation of
these expenses between general administrative expenses and mortality and
expense risk fees is only an estimate. (See "Deductions and Charges", page
B-PPA-15.)
(d) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.
(e) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges", page B-PPA-16).

The purpose of the above table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account, the Metropolitan Fund and the
Calvert Balanced Portfolio. It assumes that there are no other transactions.
The Example is intended for illustrative purposes only; it should not be
considered a representation of past or future expenses. Actual expenses may be
higher or lower than those shown. Annuity taxes are not reflected in the
table. See "Deductions and Charges", page B-PPA-15, for a more detailed
description of the charges and expenses imposed upon the assets in the
Separate Account. Shareholders of the Calvert Responsibly Invested Balanced
Portfolio approved new investment advisory and sub-investment advisory
agreements for that Portfolio on April 20, 1995.

B-PPA-5
<PAGE>

SUMMARY
................................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

This Prospectus describes variable accumulation and income annuity contracts
issued by Metropolitan Life Insurance Company ("MetLife", "we", "us" or "our").
The term "Contracts" and "Income Annuities" also includes certificates issued
under certain group arrangements. Income Annuities are described separately
beginning on page B-PPA-18. "You" as used in this Prospectus means the
participant or annuitant for whom money is invested in a Contract or Income
Annuity. Under the Contracts and Income Annuities issued for Public Employee
Deferred Compensation Plans, the employer retains all rights to control the
money under the Contract or Income Annuity. For these Contracts or Income
Annuities, where we refer to giving instructions or making payments to us,
"you" means such employer. Under the Contracts issued for Keogh Plans, the
trustee retains all rights to control the money under the Contract. For these
Contracts, where we refer to giving instructions or making payments to us,
"you" means such trustee. For those Public Employee Deferred Compensation or
Keogh Plans where the Contract or Income Annuity allows the participant or
annuitant to choose among investment options, where we refer to giving
instructions as to investment options for those contracts, "you" means such
participant or annuitant.

YOUR INVESTMENT CHOICES (PAGES B-PPA 10-12).

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page B-PPA-13, for a description of
accumulation units and how these values are determined based upon investment
performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES B-PPA 10-12. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN THE
BACK OF THIS PROSPECTUS AND THE CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
PROSPECTUS, WHICH IS DELIVERED SEPARATELY.

TAXES (PAGES B-PPA 25-28)

PURCHASE PAYMENTS; TRANSFERS (PAGES B-PPA 12-13; B-PPA 13-15)

The Contracts allow you to make new purchase payments, to transfer money
among investment options and between the Separate Account and the Fixed
Interest Account, and to withdraw monies credited to you ("Account Balance").
(See "Withdrawals and Transfers," pages B-PPA 13-15.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
what Contract you are in. (See "Withdrawals and Transfers," pages B-PPA 13-15,
and "Deductions and Charges," pages B-PPA 15-16.)

DEDUCTIONS AND CHARGES (PAGES B-PPA 15-16)

Your Contract is subject to various charges.

Annual Contract Fees: There is no annual Contract fee. (There is a $20 annual
Contract fee imposed on certain Fixed Interest Account balances.)

General Administrative Expenses and Mortality and Expense Risks: 1.25% on an
annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received.

Metropolitan Series Fund, Inc.: Management fees and other expenses.

Calvert Responsibly Invested Balanced Portfolio: Management fees and other
expenses.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES B-PPA 16-17)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

(a) Withdrawals or Transfers without a Charge for All Markets:

Item 1--Transfers among investment divisions or to or from the Fixed
Interest Account

Item 2--Withdrawals that represent purchase payments made over seven years
ago

Item 3--Free Corridor

Item 4--"Free Look"

B-PPA-6
<PAGE>

Item 5--Certain Income Annuities

Item 6--Death Benefit (except unallocated Keogh)

Item 7--Mandated Withdrawals under Federal law

(b) Withdrawals or Transfers Without a Charge for the Tax Sheltered Annuity
Market--(in addition to (a) above):

Item 8--Systematic Termination

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

(c) Withdrawals of Transfers Without a Charge for Qualified Annuity Plans under
(S)403(a) of the Internal Revenue Code Market--(in addition to (a) above):

Item 9--Disability

Item 10--Retirement

(d) Withdrawals or Transfers Without a Charge for the Keogh Market--(in
addition to (a) above):

Item 8--Systematic Termination

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

(e) Withdrawals or Transfers Without a Charge for the Public Employee Deferred
Compensation Market--(in addition to (a) above):

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 13--Hardship

DEATH BENEFIT (PAGES B-PPA 17-18)

Each Contract (other than the unallocated Keogh Contract) offers a death
benefit that guarantees certain payments in case of your death even if account
values have fallen below that amount.

INCOME ANNUITIES (PAGE B-PPA-18)

B-PPA-7
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

In addition to the above mentioned Accumulation Units, there are cash
reserves of $129,639 at December 24, 1994 applicable to Income Annuities
receiving annuity payouts.

B-PPA-8
<PAGE>

(CHART 1-PPA)

(a) Inception Date July 2, 1990
(b) Inception Date July 1, 1991
(c) Inception Date September 17, 1990

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from
MetLife.

B-PPA-9
<PAGE>

OUR COMPANY AND THE SEPARATE ACCOUNT
...............................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

We organized the Separate Account on September 27, 1983. It is an investment
account that we maintain separate from our other assets. It is registered with
the Securities and Exchange Commission as a unit investment trust under the
1940 Act. All income, gains and losses, whether or not realized, from the
Separate Account's assets are credited to or charged against the Separate
Account, without regard to our other business. In other words, the Separate
Account's assets are solely for the benefit of those who invest in the
Separate Account and no one else, including our creditors. Our obligation to
honor all of our promises under the Contracts and Income Annuities is not
limited by the amount of assets in the Separate Account.

THE CONTRACTS DESCRIBED IN THIS PROSPECTUS
...............................................................................

WHAT ARE THE CONTRACTS?

We offer many types of Preference Plus contracts to meet your individual
needs. These include contracts meeting the tax requirements under the
following provisions of the Internal Revenue Code ("Code"): (1) Individual
Retirement Annuities (IRAs) under (S)408(b); (2) Simplified Employee Pensions
(SEPs) under (S)408(k); (3) Tax Sheltered Annuities (TSAs) under (S)403(b);
(4) Public Employee Deferred Compensation (PEDC) under (S)457; (5) Keogh plans
under (S)401; (6) Qualified Annuity Plans (403(a)) under (S)403(a); and (7)
Tax Deferred Annuities (Non-Qualified) under (S)72. Our Contracts may be
individual or group (offered to an employer, association, trust or other group
for its employees, members or participants). Group Contracts may be issued to
a bank which does nothing but hold them as contractholder. Contracts are
either allocated (we keep records of your Account Balance) or unallocated (we
keep Account Balance records only for the plan as a whole). Some contracts
have a reduced mortality and expense risk charge as a result of reduced
administration expenses.

This Prospectus describes four types of Contracts: TSAs, PEDC, 403(a), and
Keogh.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the
Contract may provide that all or some of your rights as described in this
Prospectus are subject to the terms of the plan. You should consult the plan
document to determine whether there are any provisions under your plan which
may limit or affect the exercise of your rights under the Contract. Rights
that may be affected include those concerning purchase payments, withdrawals,
transfers, the death benefit and income annuity types. For example, if part of
your Account Balance represents non-vested employer contributions, you may not
be permitted to withdraw these amounts and the early withdrawal charge
calculations may not include all or part of the employer contributions. The
Contract may provide that a plan administrative fee will be paid by making a
withdrawal from your Account Balance. The Contract may require that you or
your beneficiary obtain a signed authorization from your employer or plan
administrator to exercise certain rights. Your Contract will indicate under
what circumstances this is the case. We may rely on your employer's or plan
administrator's statements to us as to the terms of the plan or your
entitlement to any amounts. We will not be responsible for determining what
your plan says.

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Income, Diversified, Stock Index,
Growth, Aggressive Growth, and International Stock Divisions. The Calvert
Responsibly Invested Balanced Division is available in some cases. If you are
covered under a group Contract, your employer, association or group may have
limited the number of available divisions. Your Contract will indicate what
divisions were available to you when we issued it. We may add or eliminate
divisions for some or all persons.

B-PPA-10
<PAGE>

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund and the Acacia Cap-
ital Corporation as shown on page 1. No sales or redemption charges apply to
our purchase or sale through the Separate Account of these mutual fund shares.
These mutual funds are available only through the purchase of annuities and
life insurance policies and are never sold directly to the public. These mutual
funds are "series" types of funds registered with the Securities and Exchange
Commission as "diversified open-end management investment companies" under the
1940 Act. Each division invests in shares of a comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

Diversified Portfolio: To achieve a high total return while attempting to limit
investment risk and preserve capital by investing in equity securities, fixed-
income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research & Management
Company (a subsidiary of ours).

International Stock Portfolio: To achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.

Calvert Responsibly Invested Balanced Portfolio: To achieve a total return
above the rate of inflation through an actively managed, diversified portfolio
of common and preferred stocks, bonds and money market instruments which offer
income and capital growth opportunity and which satisfy the social concern
criteria established for the Calvert Balanced Portfolio.

Each of the currently available Metropolitan Fund portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee
equivalent to an annual rate of .25% of the average daily value of the
aggregate net assets of the portfolio (except that the Aggressive Growth and
International Stock Portfolios pay a fee of .75% of the average daily value of
its aggregate net assets). For providing us with sub-investment management
services, according to a contract between us and State Street Research &
Management Company ("State Street Research"), one of our subsidiaries, we pay
fees to State Street Research for the Income, Diversified, Growth and
Aggressive Growth Portfolios. For providing us with sub-investment management
services, according to a contract between us and GFM International Investors,
Ltd. ("GFM"), our subsidiary, we pay fees to GFM for the International Stock
Portfolio. Sub-investment management fees are solely our responsibility, not
that of the Metropolitan Fund.

Similarly, the Calvert Balanced Portfolio pays Calvert, the Calvert Balanced
Portfolio's investment adviser, a base monthly investment advisory fee
equivalent to an annual rate of .70% of the first $500 million of the average
daily net assets of the Calvert Balanced Portfolio, .65% of the next $500
million and .60% of the remainder. In addition, beginning on July 1, 1996,
Calvert Balanced Portfolio will pay Calvert a performance fee adjustment based
on the extent to which performance of the Calvert Balanced Portfolio exceeds or
trails the Lipper Balanced Funds Index as follows:

<TABLE>
<CAPTION>
PERFORMANCE VERSUS PERFORMANCE
THE LIPPER BALANCED FUNDS FEE
INDEX ADJUSTMENT
- ------------------------- -----------
<S> <C>
At least 6%, but less than 12%...................................... .05%
At least 12%, but less than 18%..................................... .10%
More than 18%....................................................... .15%
</TABLE>

Payment by the Calvert Balanced Portfolio of the performance adjustment will
be conditioned on: (1) the performance of the Portfolio as a whole having
exceeded the Lipper Balanced Funds Index; and (2) payment of the performance
adjustment not causing the Balanced Portfolio's performance to fall below the
Lipper Balanced Funds Index.

B-PPA-11
<PAGE>

Calvert pays sub-investment advisory fees to NCM Capital Management Group,
Inc. consisting of a base fee and, beginning on July 1, 1996, a performance
fee adjustment based on the extent to which performance of the Balanced
Portfolio exceeds or trails the Lipper Balanced Funds Index. These fees are
solely the responsibility of Calvert, not the Calvert Balanced Portfolio.

The Metropolitan Fund and the Calvert Balanced Portfolio are more fully
described in their respective prospectuses and the Statements of Additional
Information that the prospectuses refer to. The Metropolitan Fund's prospectus
is attached at the end of this prospectus. The Calvert Balanced Portfolio
prospectus is given out separately to those investors to whom this investment
choice is offered. The Statements of Additional Information are available upon
request.

See "The Fund and its Purpose," in the prospectus for the Metropolitan Fund
for a discussion of the different separate accounts of MetLife and
Metropolitan Tower Life Insurance Company that invest in the Metropolitan Fund
and the risks related to that arrangement. See "Purchase and Redemptions of
Shares", in the prospectus for the Calvert Balanced Portfolio for a discussion
of the different separate accounts of the various insurance companies that
invest in these funds and the risks related to those arrangements.

PURCHASE PAYMENTS
...............................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Purchase payments are effective and valued as of 4:00 p.m., New York City
time, on the day we receive them at our Designated Office, except (1) when
they are received on a day when the accumulation unit value (which will be
discussed later in this Prospectus) is not calculated or (2) when they are
received after 4:00 p.m., New York City time. In those cases, the purchase
payments will be effective the next day the accumulation unit value is
calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There is no minimum purchase payment except for the unallocated Keogh
Contract. For the unallocated Keogh Contract, each purchase payment must be at
least $2,000, and total purchase payments must be at least $15,000 for the
first Contract Year. (Depending on underwriting and plan requirements,
Contract Year for the first year is the first three to fifteen month period
the Contract is in force; thereafter, it is each subsequent twelve month
period.) During subsequent Contract Years, total purchase payments made under
the unallocated Keogh Contract must be at least $5,000.

We may reject purchase payments over $500,000. Your purchase payments may
also be limited by the federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the tax laws. You may not make purchase
payments after you have made a withdrawal based on termination of employment
under the Keogh, TSA and PEDC Contracts. No additional purchase payments may
be made after commencement of a systematic termination (from both the Fixed
Interest and Separate Accounts), described below, until we receive written
notice that you request cancellation of the systematic termination. You may
continue to make purchase payments while you receive Systematic Withdrawal

B-PPA-12
<PAGE>

Income Program payments, as described later in this Prospectus, except if
purchase payments are made through salary reduction or salary deduction.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
...............................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units". When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you
request a withdrawal or a transfer of money from an investment division,
accumulation units are liquidated. In either case, the number of accumulation
units you gain or lose is determined by taking the amount of the purchase
payment, transfer or withdrawal and dividing it by the value of an
accumulation unit on the date the transaction occurs. For example, if an
accumulation unit is $10.00 and a $500 purchase payment is made, the number of
accumulation units purchased is 50 ($500 divided by $10 = 50). We calculate
accumulation units separately for each investment division of the Separate
Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate the value of accumulation units once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an accumulation unit and the next accumulation unit calculation
the "Valuation Period." We have the right to change the basis for the
Valuation Period, on 30 days' notice, as long as it is consistent with the
law. All purchase payments, transfers and withdrawals are valued as of the end
of the Valuation Period during which the transaction occurred. The value of
accumulation units can go up or down and is derived from the investment
performance of each of the portfolios. If the investment performance, after
payment of Separate Account expenses is positive, accumulation unit values
will go up. Conversely, if the investment performance, after payment of
Separate Account expenses is negative, they will go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation
Period to Valuation Period to reflect the upward or downward performance of
the assets in the underlying portfolios. The experience factor is calculated
as of the end of each Valuation Period as follows: We take the net asset value
per share of the underlying portfolio, add the per share amount of any
dividend or capital gain distribution paid by the portfolio during the current
Valuation Period, and subtract any per share charges for taxes and reserve for
taxes. We then divide that amount by the net asset value per share as of the
end of the last Valuation Period to obtain a percentage that reflects
investment performance. We then subtract a charge not to exceed .000034035 (an
effective annual rate of 1.25%) for the other Contracts for each day in the
Valuation Period. This charge is to cover the general administrative expenses
and the mortality and expense risks we assume under the Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the period since the last calculation by the last previously calculated
accumulation unit value. We then add this to the prior accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was .05, the new
accumulation unit value is $12.60 ($12.00 X .05 = $.60; $.60 + $12.00 =
$12.60). On the other hand, if the experience factor was -.05, the new
accumulation unit value is $11.40 ($12.00 x (.05) = $(.60); $12.00 - $.60 =
$11.40).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the
Fixed Interest Account.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

WILL WE MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, if you so request, but only if all applicable requirements of
the Code are met, and we

B-PPA-13
<PAGE>

receive all information necessary for us to make the payment.

WHAT RESTRICTIONS APPLY TO TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS?

WHAT RESTRICTIONS APPLY TO TSA CONTRACTS?

As required by the Code, certain withdrawals from the Contracts before age 59
1/2 are prohibited. See "Taxes--TSA Contracts" at page B-PPA-26-27.

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. Except for Keogh Contracts, if we agree and you complete the form we
supply to you, you may also authorize your sales representative to make a
transfer request on your behalf by telephone. Whether you have your sales
representative make transfer requests or you make the transfer requests by
telephone yourself, you are authorizing us to act upon the telephone
instructions of any person purporting to be you or, if applicable, your sales
representative, assuming our procedures have been followed, to make transfers
from both your Fixed Interest and Separate Account Balances. We have instituted
reasonable procedures to confirm that any instructions communicated by
telephone are genuine. All telephone calls requesting a transfer will be
recorded. You (or the sales representative) will be asked to produce your
personalized data prior to our initiating any requests by telephone.
Additionally, as with other transactions, you will receive a written
confirmation of your transfer. Neither we nor the Separate Account will be
liable for any loss, expense or cost arising out of any requests that we or the
Separate Account reasonably believe to be genuine. In the unlikely event that
you have trouble reaching us, requests should be made to the Designated Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for TSA Contracts, you may
request us to make "automatic" withdrawals for you on a periodic basis through
our Systematic Withdrawal Income Program ("SWIP"). SWIP payments are not
payments made under an income option or under an income annuity, as described
later in this Prospectus. You must have separated from service to elect SWIP if
you are under age 59 1/2 under a TSA Contract. Also, you may not receive SWIP
payments if you have an outstanding loan. You may choose to receive SWIP
payments for either a specific dollar amount or a percentage of your Account
Balance. You must meet certain total Account Balance minimums to initiate SWIP
payments. Each SWIP payment must be at least $50. Your payment date is the date
you specify, if we receive your request at least 10 days prior to the initial
payment date. Otherwise, payments will commence 30 days from the date you
specify. If you do not specify a payment date, payments will commence 30 days
from the date we receive your request. The date of the first SWIP payment is
your SWIP anniversary date. Requests to commence SWIP payments may not be made
by telephone. Changes to the specified dollar amount or percentage or to alter
the timing of payments may be made once a year on the SWIP anniversary date.
Requests for such changes must be made at least 30 days prior to the SWIP
anniversary date. You may cancel your SWIP request at any time by telephone or
by writing us at the Designated Office.

FROM WHAT INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments comprise the first withdrawal of the Contract Year and are within
the 10% "free corridor", calculated for this purpose as 10% of the Account
Balance on the SWIP anniversary date, all SWIP payments will not be subject to
an early withdrawal charge. SWIP payments in excess of the 10% free corridor
and SWIP payments that comprise the second or later withdrawal of the Contract
Year will be subject to an early withdrawal charge unless the payments are from
other amounts to which an early withdrawal charge no longer applies. See
"Deductions and Charges" on the following page.

B-PPA-14
<PAGE>

SWIP payments are treated as withdrawals for federal income tax purposes.
All or a portion of the amounts withdrawn under SWIP will be subject to
federal income tax and, if you are under age 59 1/2, tax penalties may still
apply. See "Taxes", pages B-PPA 25-28.

DEDUCTIONS AND CHARGES
...............................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges.

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND EXPENSE
RISKS AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay
for allocated Contracts will be larger than the Account Balance. The expense
risk portion of the mortality and expense risk charge is that our expenses in
administering the Contracts will be greater than we estimated.

During 1994, these charges were $33,979,138 for all contracts in Separate
Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

Some jurisdictions tax what is called "annuity considerations." These may
include purchase payments, account balances and death benefits. We currently
do not deduct any monies from purchase payments, account balances or death
benefits to pay these taxes in most jurisdictions. Our practice generally is
to deduct money to pay annuity taxes only when you purchase an income annuity.
In the jurisdictions of Pennsylvania, South Dakota and Washington, D.C., we
may deduct money to pay annuity taxes on lump sum withdrawals or when you
purchase an income annuity. We may deduct an amount to pay annuity taxes
sometime in the future since the laws and the interpretation of the laws
relating to annuities are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page B-PPA-30.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

To determine the early withdrawal charge for Preference Plus Contracts, we
treat your Fixed Interest Account and Separate Account as if they were a
single account and ignore both your actual allocations and what account or
investment division the withdrawal is actually coming from. To do this, we
first assume that your withdrawal is from amounts (other than earnings) that
can be withdrawn without an early withdrawal charge, then from other amounts
(other than earnings) and then from earnings, each on a "first-in-first-out"
basis. Once we have determined the amount of the early withdrawal charge, we
will actually withdraw it from each investment division in the same proportion
as the withdrawal is being made. In determining what the withdrawal charge is,
we do not include earnings, although the actual withdrawal to pay it may come
from earnings.

B-PPA-15
<PAGE>

For TSA Contracts issued to school districts that employ members of the
Michigan Education Association, you must specify the source of amounts (other
than earnings) from which a withdrawal may be taken, such as salary reduction
elective deferrals, direct rollovers, direct transfers or employer
contributions.

Except as described in the following paragraph, for the Contracts, withdrawal
charges are imposed on amounts (other than earnings) for the first seven years
after the purchase payment is received as shown in the table below.

For TSA Contracts issued to school districts that employ members of the
Michigan Education Association, withdrawal charges are imposed on amounts
(other than earnings) for the first seven Contract Years after the purchase
payment is received as shown in the table below:

DURING PURCHASE PAYMENT/CONTRACT YEAR

<TABLE>
<CAPTION>
[8 &
1 2 3 4 5 6 7 BEYOND]
<S> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

As required by the federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. When no allocations or
transfers are made to the Separate Account except in connection with the Equity
Generator SM investment strategy, withdrawal charges will be calculated as
described above, but the charge imposed will not exceed earnings.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
................................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to federal income tax, see "Taxes", pages B-PPA-
25-28. We may require proof satisfactory to us that any necessary conditions
have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to and from the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

3. A "free corridor" withdrawal described below. Depending on your Contract,
the free corridor percentage may either be taken in an unlimited number of
partial withdrawals (for each withdrawal we calculate the percentage it
represents of your Account Balance and whenever the total of such percentages
exceeds the specified percentage the early withdrawal charge applies) or as
part of the first withdrawal from your Account Balance during the Contract
Year. In either case the free corridor is the greater of the percentage
described below or amounts which are not subject to an early withdrawal charge.
For the Keogh, the free corridor is in addition to any amounts which are not
subject to an early withdrawal charge as described in items 4-15 below, except
for amounts which are exempted pursuant to Systematic Terminations, described
in item 8 below.

(a) For the unallocated Keogh and certain TSA Contracts, you can withdraw up
to 20% of your Account Balance during each Contract Year.

(b) For certain TSA and 403(a) Contracts, during each Contract Year, if you
have no loan outstanding from the Fixed Interest Account, (1) you can withdraw
up to 10% of the amount transferred into the Contract (including earnings) from
other investment vehicles on a tax-free basis; or (2) for certain TSA
Contracts, if you are retired, you can withdraw up to 10% of your Account
Balance.

4. "Free Look": You may cancel your Contract within 10 days (20 days in North
Dakota and Idaho for individual Contracts) after you receive it by telling us
in writing. We will then refund all of your purchase payments. For TSA
Contracts issued in New York, we will pay you your Account Balance. The "Free
Look" is 30 days if an individual Contract was issued to you in California and
you are 60 years old or older. If you cancel the Contract, we will then refund
your Account Balance. If you purchased your Contract by mail, you may have more
time to return your Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. The withdrawal is required to avoid Federal income tax penalties or to
satisfy Federal income tax rules or Department of Labor regulations that apply
to the Contracts.

8. Systematic Termination: For (a) the unallocated Keogh Contract and (b)
under the TSA Contract issued

B-PPA-16
<PAGE>

to certain Texas institutions of higher education (1) to take effect with
respect to the participants of such institution if such institution withdraws
its endorsement of the Contract or, (2) with respect to any participant under
such Contract, if that participant retires or terminates employment according
to the requirements of the Texas Optional Retirement Program, and (c) for
other certain TSA Contracts, a total withdrawal ("Systematic Termination")
that is paid in annual installments of (1) 20% of your Account Balance upon
receipt of your request (we will reduce this first installment by the amount
of any previous partial withdrawals during the current Contract Year); (2) 25%
of your then current Account Balance one year later; (3) 33 1/3% of your then
current Account Balance two years later; (4) 50% of your then current Account
Balance three years later; and (5) the remainder four years later. You may
cancel remaining payments under a Systematic Termination at any time. However,
if you again decide to take a full withdrawal, the entire Systematic
Termination process starts over. If, after beginning a Systematic Termination,
you decide to take your full withdrawal in amounts exceeding the percentages
allowed, the excess amount withdrawn in any year is subject to the applicable
withdrawal charges.

9. Disability: For TSA, 403(a), Keogh and PEDC Contracts, if you are totally
disabled (as defined under the Federal Social Security Act) and you request a
total withdrawal. For the Keogh Contracts and TSA Contracts that fund plans
subject to the Employee Retirement Income Security Act of 1974, the definition
of disability is also as defined under the Federal Social Security Act, unless
defined in the plan.

10. Retirement:

(a) For the Keogh Contracts, TSA and 403(a) Contracts, if there is a plan
which defines retirement and you retire under such definition. For certain TSA
Contracts, if there is no plan, you must have at least ten years of
uninterrupted Contract participation and be at least 55 years of age. For
other TSA Contracts, you must have at least ten years of uninterrupted
Contract participation and be at least 55 years of age. This exemption does
not apply to withdrawals of amounts transferred into these TSA Contracts from
other investment vehicles on a tax-free basis (plus earnings on such amounts).
For the unallocated Keogh Contract, if you are a "restricted" participant, as
shown on the Contract, you must have been a participant in the Contract for
the period stated in the Contract. For the allocated Keogh Contract, you must
also have at least seven years of uninterrupted Contract participation.

(b) For the PEDC Contract, if you retire.

11. Separation from Service: For Keogh and PEDC Contracts, if your
employment terminates. For the unallocated Keogh Contract, if you are a
"restricted" participant, as shown on the Contract, you must also have been a
participant in the Contract for the period stated in the Contract. For the
allocated Keogh Contract, you must also have at least seven years of
uninterrupted Contract participation. For the TSA Contract, you must have at
least ten years of uninterrupted Contract participation. This exemption to the
early withdrawal charge for TSA Contracts does not apply to withdrawals of
amounts transferred into the Contract from other investment vehicles on a tax-
free basis (plus earnings on such amounts). For certain TSA Contracts, you
must be at least age 55 too. For other TSA Contracts, if your employment
terminates.

12. Plan Termination: For the Keogh and certain TSA Contracts, if your plan
terminates and the Account Balance is "rolled over" into another annuity
contract we issue.

13. Hardship: For the PEDC and unallocated Keogh and certain TSA Contracts,
if you suffer an unforeseen hardship.

14. Pre-Approved Investment Vehicles: For Keogh Contracts, if you make a
direct transfer to other investment vehicles we have pre-approved. For the
unallocated Keogh Contract, if you are a "restricted" participant, as shown on
the Contract, and your Account Balance is "rolled-over" to a MetLife
individual retirement annuity within 120 days after you are eligible to
receive a plan distribution.

15. Transfer from other MetLife Contracts: If you "roll over" amounts from
other MetLife contracts we designate, of the following two formulas, we will
apply the one that is more favorable to you: (1) treat our other contract and
this Contract as if they were one for purposes of determining when a purchase
payment was made by crediting your purchase payments with the time you held
them under our other contract prior to the time they were "rolled over" or (2)
subject the "rolled over" amounts to a withdrawal charge applied as described
above in "What is the early withdrawal charge (sales load)?" as follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[6 &
1 2 3 4 5 BEYOND]
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0
</TABLE>

DEATH BENEFIT
...............................................................................

WHAT IS THE DEATH BENEFIT?

The death benefit is the greatest of (i) your Account Balance, (ii) your
highest Account Balance as of the end
B-PPA-17
<PAGE>

of the calendar year in which the 5th, 10th, 15th and so on anniversary of the
start of your uninterrupted participation in the Contract occurs less any later
partial withdrawals and any later annual Contract charges withdrawn from the
Fixed Interest Account and (iii) the total of all of your purchase payments
less any partial withdrawals, in any case less any outstanding loan balance
under your Fixed Interest Account. The amount determined to be the death
benefit under the formula above for the allocated Keogh Contract will be deemed
to be the participant's account balance under his/her plan. There is no death
benefit for any unallocated Keogh Contract.

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

You name the beneficiary under the TSA and 403(a) Contracts. The death
benefit is paid to your employer under the PEDC Contract or the Keogh trustee
under the Keogh Contract.

The payee may take a lump sum cash payment or use the death benefit (less any
applicable annuity taxes) to purchase an income annuity from the types
available under your Contract.

INCOME OPTIONS
................................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your Account Balance and use that
money (less any annuity taxes and applicable Contract charges that must be
paid) to purchase an income annuity.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
................................................................................

WHAT ARE INCOME ANNUITIES?

This Prospectus describes four types of Income Annuities: TSAs, PEDC, Keogh
and 403(a) annuities.

MAY THE INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

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<PAGE>

the terms of the plan or your entitlement to any amounts. We will not be
responsible for determining what your plan says.

WHAT ARE THE INVESTMENT CHOICES?

The investment choices, provided through the Separate Account, are the
Income, Diversified, Stock Index, Growth, Aggressive Growth and International
Stock Divisions described earlier in this Prospectus under "Your Investment
Choices." The Calvert Responsibly Invested Balanced Division is available in
some cases. If you are covered under a group Income Annuity, the employer,
association or group may have limited the number of available divisions. Your
Income Annuity will indicate what divisions were available to you when we
issued it. We may add or eliminate divisions for some or all persons. You may
choose up to four investment divisions to provide the variable income payment
or up to three investment divisions if a fixed income option is also selected.

ADMINISTRATION
................................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Income Annuities should be
sent to our Designated Office. We will provide you with the address for this
office. All checks should be payable to "MetLife." You can also make certain
requests by telephone. In order to have the purchase payment for the Income
Annuity credited to you, we must receive your payment and complete
documentation. We will provide the appropriate forms. Under group Income
Annuities, your employer, the trustee of the Keogh plan or the group of which
you are an annuitant or member must also identify you to us on their reports
and tell us how the purchase payment should be allocated among the investment
divisions of the Separate Account and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated Office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and tell you the reasons
for the delay. At that time, you will be asked whether you agree to let us keep
the purchase payment until the problem can be remedied. If you do not agree,
your purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., New York City
time, on the day we receive them at our Designated Office, except (1) when they
are received on a day when the annuity unit value (which will be discussed
later in this Prospectus) is not calculated or (2) when they are received after
4:00 p.m., New York City time. In those cases, the payment will be effective
the next day the annuity unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Income Annuity.

DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
................................................................................

WHAT IS AN ANNUITY UNIT VALUE?

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

We calculate the value of an annuity unit once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an annuity unit and the next annuity unit calculation the
"Valuation Period." We have the right to change the basis for the Valuation
Period, on 30 days' notice, as long as it is consistent with the law. All
purchase payments and transfers are valued as of the end of the Valuation
Period during which the transaction occurred. The value of annuity units can go
up or down and is derived from the investment performance of each of the
portfolios. If the investment performance, after payment of Separate Account
expenses and the deduction for the assumed investment rate ("AIR"), discussed
later in this Prospectus, is positive, annuity unit values will go up.
Conversely, if the investment performance, after payment of Separate Account
expenses and the deduction for the AIR is negative, they will go down.

We use the same "experience factor" as that derived for the calculation of
accumulation units previously described in this Prospectus.

To calculate an annuity unit value we first multiply the experience factor
for the period by 0.99989255 (an effective annual rate of 4%) for the AIR for
most Income

B-PPA-19
<PAGE>

Annuities. (The AIR may be in the range of 3% to 6%, as defined in your Income
Annuity and the laws of your state.) The resulting number is then multiplied
by the last previously calculated annuity unit value to produce the new
annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

TRANSFERS
...............................................................................

CAN YOU MAKE TRANSFERS?

WHEN WILL WE MAKE TRANSFERS?

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make a transfer request by telephone. Except for Keogh Income
Annuities, if we agree, you may also authorize your sales representative to
make a request on your behalf by telephone. All telephone transfers are
subject to the same procedures and limitations of liability as described
earlier in this Prospectus.

DEDUCTIONS AND CHARGES
...............................................................................

WHAT IS THE CONTRACT FEE?

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND
EXPENSE RISKS AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitants may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Income Annuity will be greater than we estimated.

B-PPA-20
<PAGE>

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Life Annuity--An income payable during the annuitant's life. Payments cease
with the last one due before the annuitant's death.

If the owner has predeceased the beneficiary, at the owner's death, the ben-
eficiary receives a benefit, if any, equal to the amount applied under this
income type (purchase payment) less any variable income payments that are paid
prior to death. The income payable to the survivor/contingent survivor may be
a percentage of the amount that had been payable while both persons were
alive, as follows: 100%, 75%, 66 2/3%, or 50%. The percentage payable to the
survivor/contingent survivor is selected when the income type is selected.

IS THERE A FREE LOOK?

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<PAGE>

refund the value of your annuity units. If you purchased your Income Annuity by
mail, you may have more time to return your Income Annuity.

OTHER CONTRACT AND INCOME ANNUITY PROVISIONS
................................................................................

CAN WE CANCEL YOUR CONTRACT OR INCOME ANNUITY?

We may not cancel your Income Annuity.

We may cancel your Contract. If we do so for a Contract delivered in New
York, we will return the full Account Balance. In other states, you will
receive an amount equal to what you would have received if you had requested a
total withdrawal of your Account Balance. Early withdrawal charges may apply.

We will only cancel your Contract if we do not receive any purchase payments
for you for 36 consecutive months and your Account Balance is less than $2,000
(except for the unallocated Keogh Contract). We may only cancel the unallocated
Keogh Contract if we do not receive any purchase payments for you for 12
consecutive months and your Account Balance is less then $15,000. We will only
do so to the extent allowed by law. Certain Contracts do not contain these
cancellation provisions.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Yes. If your plan is subject to ERISA (the Employee Retirement Income
Security Act of 1974) and you are married, the income payments, withdrawal
provisions, and methods of payment of the death benefit under your Contract or
Income Annuity may be subject to your spouse's rights as described below.

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor
basis ("QJSA") (one under which we make payments to you during your
lifetime and then make payments reduced by no more than 50% to your
spouse for his or her remaining life, if any); or choose to waive the
qualified pre-retirement survivor annuity benefit ("QPSA"), (the benefit
payable to the surviving spouse of a participant who dies with a vested
interest in an accrued retirement benefit under the plan before payment
of the benefit has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use accrued benefit as security for a loan.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must be in
writing which acknowledges the form of benefit selected, dated, signed by your
spouse, witnessed by a notary public or plan representative and in a form
satisfactory to us. The waiver of a QJSA generally must be executed during the
90-day period ending on the date on which income payments are to commence, or
the withdrawal or the loan is to be made, as the case may be. If you die before
benefits commence, your surviving spouse will be your beneficiary unless he or
she has given a qualified consent otherwise. The qualified consent to waive the
QPSA benefit and the beneficiary designation must be made in writing which
acknowledges the designated beneficiary, dated, signed by your spouse,
witnessed by a notary public or plan representative and in a form satisfactory
to us. Generally, there is no limit to the number of beneficiary designations
as long as a qualified consent accompanies each designation. The waiver of and
the qualified consent for the QPSA benefit generally may not be given until the
plan year in which you attain age 35. The waiver period for the QPSA ends on
the date of your death. If your benefit is worth $3,500 or less, spousal
qualified consent may not be required.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as pre-authorized systematic purchase payments which are
transfers from the Fixed Interest Account and SWIP payments, may be confirmed
quarterly. As soon as administratively feasible, MetLife will send
confirmations quarterly for purchase transactions under TSA Contracts made on
the basis of salary reduction or deduction.

CAN METLIFE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

B-PPA-22
<PAGE>

your approval and that of any appropriate regulatory authorities. Examples of
the changes we may make include:

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

6. To make any necessary technical changes in the Contracts or Income
Annuities in order to conform with any of the above-described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an amount allocated, we will notify
you of the change. You may then make a new choice of investment divisions. For
Contracts issued in Pennsylvania (and Income Annuities where required by law),
we will ask your approval before any technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are deemed
attributable to the Contract or Income Annuity) at regular and special meetings
of the shareholders of the portfolio based on instructions received from those
having the voting interest in corresponding investment divisions of the
Separate Account. However, if the 1940 Act or any rules thereunder should be
amended or if the present interpretation thereof should change, and as a result
we determine that we are permitted to vote the shares of the portfolios in our
own right, we may elect to do so.

Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuity contracts (including the Contracts and Income Annuities) and for which
no timely instructions are received will be voted in the same proportion as the
shares for which voting instructions are received by that separate account.
Portfolio shares held in the general accounts or unregistered separate accounts
of MetLife or its affiliates will be voted in the same proportion as the
aggregate of (i) the shares for which voting instructions are received and (ii)
the shares that are voted in proportion to such voting instructions. However,
if we or an affiliate determine that we are permitted to vote any such shares,
in our own right, we may elect to do so subject to the then current
interpretation of the 1940 Act or any rules thereunder.

You will be entitled to give instructions regarding the votes attributable to
your Contract or Income Annuity in your sole discretion. Under the Keogh
Contracts, participants may instruct you to give us instructions regarding
shares deemed attributable to their contributions to the Contract. Under the
Keogh Contracts, we will provide you with the number of copies of voting
instruction soliciting materials that you request so that you may furnish such
materials to participants who may give you voting instructions. Neither the
Separate Account nor MetLife has any duty to inquire as to the instructions
received or your authority to give instructions; thus, as far as the Separate
Account, and any others having voting interests in respect of the Separate
Account are concerned, such instructions are valid and effective.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

B-PPA-23
<PAGE>

insurance regulatory authority; (2) to refrain from making any change in the
investment policies or any investment adviser or principal underwriter or any
portfolio which may be initiated by those having voting interests or the
Metropolitan Fund's or Acacia Capital Corporation's boards of directors,
provided MetLife's disapproval of the change is reasonable and, in the case of
a change in investment policies or investment adviser, based on a good faith
determination that such change would be contrary to state law or otherwise
inappropriate in light of the portfolio's objective and purposes; or (3) to
enter into or refrain from entering into any advisory agreement or
underwriting contract, if required by any insurance regulatory authority.

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT OR INCOME ANNUITY AND DO YOU PAY A COMMISSION ON THE
PURCHASE OF YOUR CONTRACT OR INCOME ANNUITY?

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. This performance will be stated in terms of
either "yield", "change in accumulation unit value," "change in annuity unit
value" or "average annual total return" or some combination of the foregoing.
Yield, change in accumulation unit value, change in annuity unit value and
average annual total return figures are based on historical earnings and are
not intended to indicate future performance. The "yield" figures quoted in
advertisements will refer to the net income generated by an investment in a
particular investment division for a thirty day period or month, which is
specified in the advertisement, and then expressed as a percentage yield of
that investment. This percentage yield is then compounded semiannually.
"Change in accumulation unit value" or "change in annuity unit value" refers
to the comparison between values of accumulation or annuity units over
specified periods in which an investment division has been in operation,
expressed as a percentage. Change in accumulation unit value or change in
annuity unit value may also be expressed as an annualized figure. In addition,
change in accumulation unit value or change in annuity unit value may be used
to illustrate performance for a hypothetical investment (such as $10,000) over
the time period specified. Yield and change in accumulation unit value figures
do not reflect the possible imposition of an early withdrawal charge of up to
7% of the amount withdrawn attributable to a purchase payment, which may
result in a lower figure being experienced by the investor. "Average annual
total return" differs from the change in accumulation unit value and change in
annuity unit value because it assumes a steady rate of return and reflects all
expenses and applicable early withdrawal charges. Performance figures will
vary among the various Contracts and Income Annuities as a result of different
Separate Account charges and early withdrawal charges. Performance may be
calculated based upon historical performance of the Fund and Calvert Balanced
Portfolio and may assume that certain contracts were in existence prior to
their inception date. After the inception date, actual accumulation unit or
annuity unit data is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit
and savings accounts. The Separate Account may use the Consumer Price Index in
its advertisements as a measure of inflation for comparison purposes. From
time to time the Separate Account may advertise its performance ranking among
similar investments or compare its performance to averages as compiled by
independent organizations such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS and The Wall Street Journal. The Separate Account may
also advertise its performance in comparison to appropriate indices, such as
the Standard & Poor's 500 Index, Lehman Brothers Aggregate Index and The
Morgan Stanley Capital International, Europe, Australia, Far East (EAFE)
Index.
B-PPA-24
<PAGE>

TAXES
...............................................................................

GENERAL

In the opinion of our attorneys, the Separate Account and its operations
will be treated as part of MetLife, and not taxed separately. We are taxed as
a life insurance company. Thus, although the Contracts and Income Annuities
allow us to charge the Separate Account with any taxes or reserves for taxes
attributable to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR CONTRACT?

Generally, all contributions under the Contracts will be contributed on a
"before-tax" basis. This means that the purchase payments either reduce your
income, entitle you to a tax deduction or are not subject to current income
tax. Because of this, federal income taxes are payable on the full amount of
money you withdraw as well as on income earned under the Contract.

Non-Qualified contracts with an endorsement containing tax provisions
required for Keogh and corporate plans may be issued to Keogh and corporate
plans covering one individual. In such event, contributions under such
contracts will be made on a "before-tax" basis and the rules applicable to
Keogh plans will apply to such contracts, notwithstanding any provision in the
contracts to the contrary. Wherever the terms "Keogh Contract" or "Keogh plan"
appears in this section, the term shall be deemed to include non-qualified
contracts issued to Keogh and corporate plans covering one individual.

Under some circumstances certain of the Contracts, accept both purchase
payments that entitle you or the owner to a current tax deduction or to an
exclusion from income and those that do not. Taxation of withdrawals depends
on whether or not you or the owner were entitled to deduct or exclude the
purchase payments from income in compliance with the Code.

The taxable portion of a distribution from a Keogh, 403(a) and TSA Contract
to the participant or the participant's spouse (if she/he is the beneficiary)
that is an eligible rollover distribution is subject to 20% mandatory Federal
income tax withholding unless the participant directs the trustee, insurer or
custodian of the plan to transfer all or any portion of his/her taxable
interest in such plan to the trustee, insurer or custodian of (1) an
individual retirement annuity; (2) a Keogh plan, if the distribution is from a
Keogh or 403(a) Contract; (3) a 403(a) annuity plan, if the distribution is
from a Keogh or 403(a) Contract; or (4) a TSA, if the distribution is from a
TSA Contract. An eligible rollover distribution is the taxable portion of any
distribution from a Keogh, 403(a) or TSA Contract, except the following: (a) a
series of substantially equal periodic payments over the life (or life
expectancy) of the participant; (b) a series of substantially equal periodic
payments over the lives (or joint life expectancies) of the participant and
his/her beneficiary; (c) a series of substantially equal periodic payments
over a specified period of at least ten years; (d) a minimum distribution
required to commence when a participant reaches age 70 1/2 or the minimum
amount to be paid after the participant's death; (e) refunds of excess
contributions to the plan described in Section 401(k) of the Code for
corporations and unincorporated businesses; (f) loans treated as distributions
under the Code; (g) the cost of life insurance coverage which is includible in
the gross income of the plan participant;

B-PPA-25
<PAGE>

and (h) any other taxable distributions from any of these plans which are not
eligible "roll-over" distributions.

All taxable distributions from Keogh, 403(a) and TSA Contracts that are not
eligible rollover distributions will be subject to Federal income tax
withholding unless the payee elects to have no withholding. The rate of
withholding is as determined by the Code at the time of payment. All taxable
distributions from the PEDC Contract will be subject to the same Federal
income tax withholding as regular wages.

Each type of Contract is subject to various tax limitations. Typically, the
maximum amount of purchase payment is limited under federal tax law and there
are limitations on how long money can be left under the Contracts before
withdrawals must begin. A 10% tax penalty applies to certain taxable
withdrawals from the Contract (or in some cases from the plan or arrangement
that purchased the Contract) before you are age 59 1/2. Certain withdrawals
from the TSA Contracts are entirely prohibited before age 59 1/2. If a
combination of certain payments to you from certain tax-favored plans (which
includes (S)403(a) plans, (S)403(b) arrangements, individual retirement
annuities and tax-qualified pension and profit sharing plans) exceeds the
greater of (1) $150,000, or (2) $112,500 a year as indexed for inflation
($150,000 for 1995), an additional penalty tax of 15% is imposed on the
excess. The rules as to what payments are subject to this provision are
complex. The following paragraphs will briefly summarize some of the tax rules
on a Contract-by-Contract basis, but will make no attempt to mention or
explain every single rule that may be relevant to you. We are not responsible
for determining if your plan or arrangement satisfies the requirements of the
Code.

TSA Contracts. These fall under (S)403(b) of the Code that provides certain
tax benefits to employees of public school systems and organizations that are
tax exempt under (S)501(c)(3) of the Code.

Your employer buys the Contract for you although you then own it. The Code
limits the amount of purchase payments that can be made. Purchase payments
over this amount are subject to adverse tax consequences. Special rules apply
to the withdrawal of excess contributions. Withdrawals before age 59 1/2 are
prohibited except for (a) amounts contributed to or earned under your
(S)403(b) arrangement before January 1, 1989 that were either paid into or
earned under the Contract or later transferred to it in a manner satisfying
applicable Code requirements (withdrawals are deemed to come first from pre-
1989 money that is not subject to these restrictions, until all of such money
is withdrawn); (b) tax-free transfers to other (S)403(b) funding vehicles or
any other withdrawals that are not "distributions" under the Code; (c) amounts
that are not attributable to salary reduction elective deferral contributions
(i.e., generally amounts not attributable to your pre-tax contributions and
their earnings); (d) after you die, separate from service or become disabled
(as defined in the Code); (e) in the case of financial hardship (as defined in
the Code) but only your purchase payments may be withdrawn for hardship, not
earnings; or (f) under any other circumstances as the Code allows. Special
withdrawal restrictions under Section 403(b)(7)(A)(ii) of the Code apply to
amounts that had once been invested in mutual funds under custodial arrange-
ments even after such amounts are transferred to a Contract.

Withdrawals (other than tax-free transfers) that are allowed before you are
age 59 1/2 are subject to an additional 10% tax penalty on the taxable portion
of the withdrawal. This penalty does not apply to withdrawals (1) paid to a
beneficiary or your estate after your death; (2) due to your permanent dis-
ability (as defined in the penalty section of the Code); (3) made in substan-
tially equal payments (not less frequently than annually) over the life or
life expectancy of you or you and another person named by you, where such pay-
ments begin after separation from service; (4) made to you after you separate
from service with your employer after age 55; (5) made to you on account of
deductible medical expenses (whether or not you actually itemize deductions);
(6) made to an "alternate payee" under a "qualified domestic relations order"
(normally a spouse or ex-spouse); (7) of excess matching employer contribu-
tions made to eliminate discrimination under the Code; or (8) timely made to
reduce an elective deferral as allowed by the Code.

Withdrawals may be transferred to another (S)403(b) funding vehicle or (for
eligible roll over distributions) to an individual retirement annuity without
federal tax consequences if Code requirements are met. Your Contract is not
forfeitable and you may not transfer it. Your entire interest in the Contract
must be withdrawn or begin to be withdrawn by April 1 of the calendar year
following the year in which you reach age 70 1/2 and a tax penalty of 50% ap-
plies to withdrawals which should have been made but were not. Complex rules
apply to the timing and calculation of these withdrawals. Other complex rules
apply to how rapidly withdrawals must be made after your death. Generally, if
you die before the required withdrawals have begun, we must make payment of
your entire interest under the Contract within five years of the year in which
you died or begin payments under an income annuity allowed by the Code to your
beneficiary over his or her lifetime or over a period not beyond your
beneficiary's life expectancy starting by the December 31 of the year follow-
ing the year in which you die. If your spouse is your beneficiary, payments
may be made over your spouse's lifetime or over a period not beyond your
spouse's life expectancy starting by the December 31 of

B-PPA-26
<PAGE>

the year in which you would have reached age 70 1/2, if later. If you die after
income payments begin, payments must continue to be made at least as rapidly as
under the method of distribution that was used as of the date of your death. If
your Contract is subject to the Retirement Equity Act, your spouse has certain
rights which may be waived with the written consent of your spouse. The IRS al-
lows you to aggregate the amount required to be withdrawn from each TSA con-
tract you own and to withdraw this amount in total from any one or more of the
TSA contracts you own.

Withdrawals before age 59 1/2 are subject to a 10% tax penalty (this does not
apply to the return of any non-deductible purchase payments). This penalty does
not apply to withdrawals (1) paid to a beneficiary or your estate after your
death; (2) due to your permanent disability (as defined in the Code); (3) made
in substantially equal payments (not less frequently than annually) over the
life or life expectancy of you or you and another person named by you as your
beneficiary where such payments begin after separation from service; (4) made
to you after you separate from service with your employer after age 55; or (5)
made to you on account of deductible medical expenses (whether or not you
actually itemize deductions).

Withdrawals of your entire interest under the Contract must be made or begun
to be made beginning no later than the April 1 of the calendar year following
the year in which you reach age 70 1/2 or within five years of the date of your
death under rules similar to those described above for TSAs.

If your benefit under the Keogh plan is worth more than $3,500, the Code
requires that your income annuity protect your spouse if you die before you
receive any payments under the annuity or if you die while payments are being
made. You may waive these requirements with the written consent of your spouse.
Waiving these requirements will cause your monthly benefit to increase during
your lifetime.

Non-Qualified contracts with an endorsement containing tax provisions
required for Keogh and corporate plans may be issued to Keogh and corporate
plans covering one individual. In such event, the rules applicable to Keogh
plans as outlined above will apply to such contracts, notwithstanding any
provision in the contracts to the contrary.

PEDC Contract. PEDC plans are available to State or local governments and
certain tax-exempt organizations as described in (S)457 of the Code. These
plans, which must meet the requirements of (S)457(b), provide certain tax
deferral benefits to employees and independent contractors. The plans are not
available to churches and qualified church-controlled organizations. Plan
benefit deferrals, contributions and all income attributable to such amounts
are (until made available to the participant or other beneficiary) solely the
property of the employer, subject to the claims of the employer's general
creditors.

Under the plan, amounts will not be made available to participants or
beneficiaries until the earliest of (1) the calendar year in which the
participant reaches age 70 1/2; (2) when the participant separates from service
with the employer; or (3) when the participant is faced with an unforeseeable
emergency as described in the income tax regulations.

Withdrawals must conform to the complex minimum distribution requirements of
the Code, including the requirement that distributions must generally begin not
later than April 1 of the calendar year following the year in which the
participant attains age 70 1/2. Although the minimum distribution rules are
similar to the rules summarized above for TSAs there are some differences. For
example, for PEDC plans, any distribution payable over a period of more than
one year can only be made in substantially non-increasing amounts.

403(a) Contracts. The employer adopts a 403(a) plan as a qualified retirement
plan to provide benefits to participating employees. The plan works in a
similar manner to a corporate qualified retirement plan except that the 403(a)
plan does not have a trust or a trustee.

B-PPA-27
<PAGE>

begun to be made no later than the April 1 of the calendar year following the
year in which the participant reaches age 70 1/2 or within five years of the
date of the participant's death under rules similar to those described above
for TSAs.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

Generally, all purchase payments under the Income Annuities will be on a
"before-tax" basis. This means that the purchase payment was either a reduc-
tion from income, entitled you to a tax deduction or was not subject to cur-
rent income tax. Because of this, federal income taxes are payable on the full
amount of money paid as income payments under the Income Annuity.

Under some circumstances certain of the Income Annuities accept both
purchase payments that have entitled you or the owner to a current tax
deduction or to a reduction in taxable income and those that do not. Taxation
of income payments depends on whether or not you or the owner were entitled to
deduct or exclude from income the purchase payment in compliance with the
Code.

All taxable income payments other than income payments under the PEDC Income
Annuity will be subject to Federal income tax withholding unless the payee
elects to have no withholding. The rate of withholding is as determined by the
Code at the time of payment. All taxable income payments under the PEDC Income
Annuity will be subject to the same Federal income tax withholding treatment
as regular wages.

Income payments (other than tax-free transfers to other (S)403(b) funding
vehicles and those made under a PEDC plan) that are allowed before you are age
59 1/2 are generally subject to an additional 10% tax penalty on the taxable
portion of the income payment. This penalty does not apply to income payments
(1) paid to a beneficiary or your estate after your death; (2) due to your
permanent disability (as defined in the penalty section of the Code); or (3)
made in substantially equal payments (not less frequently than annually) over
the life or life expectancy of you or you and another person named by you as
your beneficiary, where such payments begin after separation from service.
Additionally, under TSAs, Keogh and 403(a) plans the penalty does not apply to
income payments (1) made to you after you separate from service with your
employer after age 55; (2) made to you on account of deductible medical
expenses (whether or not you actually itemize deductions); or (3) made to an
"alternate payee" under a "qualified domestic relations order" (normally a
spouse or ex-spouse). If you are under age 59 1/2 and you are relying on an
Income Annuity to constitute a stream of substantially equal periodic payments
to avoid an additional 10% tax penalty under either section 72(q) or 72(t) of
the Code, there is a possibility that if you make transfers as described
earlier in this Prospectus, the exercise of the transfer provision will cause
the imposition of this tax.

If a combination of certain income payments to you from certain tax-favored
plans (which includes (S)403(a) plans, (S)403(b) arrangements, individual
retirement annuities and tax-qualified pension and profit sharing plans)
exceeds the greater of (1) $150,000, or (2) $112,500 a year as indexed for
inflation ($150,000 for 1995), a penalty tax of 15% is imposed on the excess.
The rules as to what income payments are subject to this provision are
complex. The following paragraphs will briefly summarize some of the tax
rules, but we will make no attempt to mention or explain every single rule
that may be relevant to you. We are not responsible for determining if your
plan or arrangement satisfies the requirements of the Code.

Income payments under the TSA, Keogh, PEDC and 403(a) Income Annuities
generally must begin by April 1 of the year following the year in which you
reach age 70 1/2 and a tax penalty of 50% applies to payments (other than
under PEDC Income Annuities) which should have been made but were not. Complex
rules apply to the timing and calculation of these income payments. Other
complex rules apply to how rapidly income payments must be made after your
death. Generally, the Code requires that your entire interest under the Income
Annuity be paid within five years of the year in which you died. If you die
before income payments begin under the Income Annuity, we will make payment of
your entire interest under the Income Annuity in a lump sum to your
beneficiary after we receive proof of your death. If you die after income
payments begin, payments must continue to be made in accordance with the
income type selected. The Code requires that payments continue to be made at
least as rapidly as under the method of distribution that was used as of the
date of your death. If your Income Annuity is subject to the Retirement Equity
Act, your spouse has certain rights which may be waived with the written
consent of your spouse.

If your benefit under a Keogh plan is worth more than $3,500, the Code
requires that your Income Annuity protect your spouse if you die before you
receive any income payments under the Income Annuity or if you die while
income payments are being made. You may waive these requirements with the
written consent of your spouse. Waiving these requirements will cause your
initial monthly benefit to increase.

Any income payments distributed under 403(a) Income Annuities are generally
taxed according to the rules described under (S)72 of the Code.

B-PPA-28
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

B-PPA-29
<PAGE>

APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

B-PPA-30
<PAGE>

INDEX
<TABLE>
<CAPTION>
B-PPA
<S> <C>
ACCOUNT BALANCE...............................................................6
ACCUMULATION UNIT VALUES....................................................8-9
Calculation................................................................13
ANNUAL CONTRACT FEE.........................................................4,6
ANNUITY TAXES................................................................15
ANNUITY UNITS................................................................19
ASSUMED INVESTMENT RATE......................................................20
AVERAGE ANNUAL TOTAL RETURN..................................................24
CALVERT BALANCED PORTFOLIO MANAGEMENT FEES....................................4
CALVERT BALANCED PORTFOLIO TOTAL OPERATING EXPENSES...........................4
CANCELLATION.................................................................22
CHANGE IN ACCUMULATION UNIT VALUE............................................24
CHANGE IN ANNUITY UNIT VALUE.................................................24
COMMISSION...................................................................24
CONFIRMATION.................................................................22
CONTRACTS..................................................................1,10
CONTRACT YEAR................................................................12
DEATH BENEFIT...........................................................7,17-18
DESIGNATED OFFICE............................................................12
DISABILITY...................................................................17
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD).............................15-16
EQUALIZER SM.................................................................25
EQUITY GENERATOR SM ......................................................16,25
ERISA........................................................................22
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES..............................6-7,16-17
Certain Purchase Payments..................................................16
Death......................................................................16
Disability: Keogh, TSA, 403(a), PEDC Contracts.............................17
Federal Taxes..............................................................16
Free Corridor--All other Contracts.........................................16
Free Corridor--Unallocated Keogh Contract..................................16
Free Corridor--TSA and 403(a) Contracts....................................16
Free Look..................................................................16
Hardship...................................................................17
Income Annuity.............................................................16
Plan Termination...........................................................17
Preapproved Investment Vehicles............................................17
Retirement.................................................................17
Separation from Service....................................................17
Systematic Termination.....................................................16
Transfers..................................................................16
Transfers from other MetLife Contracts.....................................17
EXPERIENCE FACTOR............................................................13
FIXED INCOME OPTION..........................................................18
403(A) CONTRACT.........................................10,16,17,18,25,26,27,28
FREE CORRIDOR................................................................16
FREE LOOK....................................................................16
GENERAL ADMINISTRATIVE EXPENSES FEE......................................4,6,15
INCOME ANNUITIES .....................................................1,7,18-22
Administration.............................................................19
Annuity Unit Value.........................................................19
Annuity Taxes..............................................................21
Assumed Investment Rate....................................................20
</TABLE>

B-PPA-31
<PAGE>

<TABLE>
<CAPTION>
B-PPA
<S> <C>
Contract Fee...............................................................20
Free Look..................................................................21
General Administrative Expenses Fee....................................... 20
Income Types...............................................................21
Investment Choices.........................................................19
Mortality and Expense Risk Fee.............................................20
Joint Life and Survivor/Contingent Survivor Annuity........................21
Joint Life and Survivor/Contingent Survivor Annuity
with a Guaranteed Period..................................................21
Joint Life and Survivor/Contingent Survivor Refund Annuity.................21
Life Annuity...............................................................21
Life Annuity with a Guaranteed Period......................................21
Life Annuity with Refund...................................................21
Payments for a Guaranteed Period...........................................21
Purchase Payment...........................................................19
Transfers..................................................................20
INCOME OPTIONS
Fixed Income Option........................................................18
Variable Income Option.....................................................18
INVESTMENT CHOICES....................................................4,6,10,11
Aggressive Growth Portfolio............................................4,8,11
Calvert Responsibly Invested Balanced Portfolio .......................4,8,11
Diversified Portfolio..................................................4,8,11
Growth Portfolio.......................................................4,8,11
Income Portfolio.......................................................4,8,11
International Portfolio................................................4,8,11
Stock Index Portfolio..................................................4,8,11
HARDSHIP.....................................................................17
KEOGH CONTRACTS.............................10,12,16,17,18,20,22,23,25,26,27,28
MANAGEMENT FEES............................................................4,11
MORTALITY AND EXPENSE RISK FEE...........................................4,6,15
PEDC CONTRACT..............................................10,12,17,18,26,27,28
PERFORMANCE...............................................................24-25
PLAN TERMINATION.............................................................17
PURCHASE PAYMENTS (CONTRIBUTIONS)..........................................6,12
REBALANCER SM................................................................13
RETIREMENT...................................................................17
SALES LOAD.................................................................4,15
SALES REPRESENTATIVES........................................................24
SEPARATE ACCOUNT...........................................................6,10
SEPARATION FROM SERVICE......................................................17
SUMMARY.....................................................................6-7
SYSTEMATIC TERMINATION.................................................12-13,16
SYSTEMATIC WITHDRAWAL INCOME PROGRAM......................................14,22
TAX-SHELTERED ANNUITY CONTRACT.................10,12,14,16,17,18,22,25,26,27,28
TAXES.....................................................................25-28
403(a) Contract.........................................................27,28
General--all markets....................................................25-26
Keogh Contracts............................................................27
PEDC Contract...........................................................27,28
TSA Contracts...........................................................26,28
TELEPHONE REQUESTS........................................................14,20
TEXAS OPTIONAL RETIREMENT PROGRAM............................................14
TOTAL OPERATING EXPENSES......................................................4
TRANSFERS...............................................................6,13-14
VALUATION PERIOD.............................................................13
VOTING RIGHTS................................................................23
WITHDRAWALS..................................................................13
YIELD........................................................................24
</TABLE>

B-PPA-32
<PAGE>

REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc. and
Calvert Responsibly Invested Balanced Portfolio

[_] I have changed my address. My CURRENT address is:

Name:
- ------------------------- ----------------------------------------------
(Contract Number)
Address:
----------------------------------------------

- ------------------------- ----------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY
ATTN: MICHELLE FOX
RETIREMENT AND SAVINGS CENTER
72 EAGLE ROCK AVENUE
EAST HANOVER, NJ 07936
<PAGE>

Preference Plus(R)Account
Prospectus
Tax Sheltered Annuities
Qualified Annuity Plans under
Section 403(a) of the Internal
Revenue Code
Public Employee Deferred
Compensation
Keogh

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

----------------------------------
May 1, 1995

[LOGO OF METLIFE APPEARS HERE]
Retirement & Savings Center

If you need further information, please
contact your sales representative
or call toll free:

1-800-553-4459

Mailer Prospectus (0595) Printed in U.S.A.

9404406 (0495)
<PAGE>

Preference Plus(R) Account Prospectus

Enhanced Contracts andEnhanced Income Annuities

May 1, 1995

[LOGO OF METLIFE APPEARS HERE]
Retirement & Savings
Center
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

ENHANCED PREFERENCE PLUS
GROUP ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes group Enhanced Preference Plus Contracts
("Enhanced Contracts") and group Enhanced Preference Plus Income Annuities
("Enhanced Income Annuities").

Group Enhanced Contracts and Enhanced Income Annuities may only be purchased
through your employer, or a group, association or trust of which you are a
member or participant.

You decide where your purchase payments are directed. The choices depend on
what is available under your Enhanced Contract or Enhanced Income Annuity and
may include the Fixed Interest Account, and, through Metropolitan Life
Separate Account E, the Income, Diversified, Stock Index, Growth, Aggressive
Growth and International Stock Portfolios of the Metropolitan Series Fund,
Inc. ("Metropolitan Fund").

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, WHICH CONTAINS ADDITIONAL INFORMATION AND WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth concisely information about the Enhanced Contracts
and Enhanced Income Annuities and Separate Account E that you should know
before investing. Additional information about the Enhanced Contracts and
Enhanced Income Annuities and Separate Account E has been filed with the
Securities and Exchange Commission in a Statement of Additional Information
which is incorporated herein by reference and which is available upon request
without charge from Metropolitan Life Insurance Company, Retirement and
Savings Center, 72 Eagle Rock Avenue, East Hanover, NJ 07936 Attention:
Michelle Fox. Inquiries may be made to Metropolitan Life Insurance Company,
One Madison Avenue, New York, New York 10010, Attention: Retirement and
Savings Center. The table of contents of the Statement of Additional
Information appears on page C-PPA-29.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1995.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
INDEX OF SPECIAL TERMS................................................. C-PPA- 3
TABLE OF EXPENSES...................................................... C-PPA- 4
SUMMARY................................................................ C-PPA- 6
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION.................. C-PPA- 8
FINANCIAL STATEMENTS................................................... C-PPA- 9
OUR COMPANY AND THE SEPARATE ACCOUNT................................... C-PPA-10
THE ENHANCED CONTRACTS DESCRIBED IN THIS PROSPECTUS.................... C-PPA-10
YOUR INVESTMENT CHOICES.............................................. C-PPA-10
PURCHASE PAYMENTS.................................................... C-PPA-11
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ C-PPA-12
WITHDRAWALS AND TRANSFERS............................................ C-PPA-13
DEDUCTIONS AND CHARGES............................................... C-PPA-14
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. C-PPA-15
DEATH BENEFIT........................................................ C-PPA-17
INCOME OPTIONS....................................................... C-PPA-17
ENHANCED INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS................. C-PPA-17
ADMINISTRATION....................................................... C-PPA-18
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... C-PPA-18
TRANSFERS............................................................ C-PPA-19
DEDUCTIONS AND CHARGES............................................... C-PPA-19
OTHER ENHANCED CONTRACT AND ENHANCED INCOME ANNUITY PROVISIONS......... C-PPA-21
TAXES.................................................................. C-PPA-24
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... C-PPA-29
APPENDIX............................................................... C-PPA-30
INDEX.................................................................. C-PPA-31
</TABLE>

C-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ C-PPA- 6
Accumulation Units..................................................... C-PPA-12
Annuity Units.......................................................... C-PPA-18
Assumed Investment Rate................................................ C-PPA-19
Contract Year.......................................................... C-PPA-12
Designated Office...................................................... C-PPA-11
Early Withdrawal Charge................................................ C-PPA-15
Enhanced Contracts..................................................... C-PPA- 1
Enhanced Income Annuities.............................................. C-PPA- 1
Experience Factor...................................................... C-PPA-13
Free Corridor.......................................................... C-PPA-15
Enhanced Preference Plus Contracts..................................... C-PPA- 1
Enhanced Preference Plus Income Annuities.............................. C-PPA- 1
Separate Account....................................................... C-PPA- 6
Systematic Termination................................................. C-PPA-16
Systematic Withdrawal Income Program................................... C-PPA-14
Valuation Period....................................................... C-PPA-12
</TABLE>

C-PPA-3
<PAGE>

TABLE OF EXPENSES--ENHANCED PREFERENCE PLUS CONTRACTS AND ENHANCED INCOME
ANNUITIES

The following table illustrates Separate Account, Metropolitan Fund expenses
for the fiscal year ending December 31, 1994:

<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases................................... None
Deferred Sales Load............................................... From 0% to
(as a percentage of the purchase payment funding the withdrawal 7%(a)
during the accumulation period)
Exchange Fee...................................................... None
Surrender Fee..................................................... None
ANNUAL CONTRACT FEE................................................ None
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Fee............................... .20%(b)
Mortality and Expense Risk Fee.................................... .75%(b)
Total Separate Account Annual Expenses............................ .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(C) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio.................................. .25 .10 .35
Diversified Portfolio............................. .25 .07 .32
Stock Index Portfolio............................. .25 .08 .33
Growth Portfolio.................................. .25 .07 .32
Aggressive Growth Portfolio....................... .75 .07 .82
International Stock Portfolio..................... .75 .29* 1.04
</TABLE>
* Includes .14 in taxes

EXAMPLE
<TABLE>
<CAPTION>
If you surrender your Contract at the end of the
applicable time period:
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on as- 1 YEAR 3 YEARS 5 YEARS 10 YEARS
sets: ------ ------- ------- --------
Income Division............................... $76 $86 $98 $158
Diversified Division.......................... 76 85 96 154
Stock Index Division.......................... 76 85 97 155
Growth Division............................... 76 85 96 154
Aggressive Growth Division.................... 81 101 123 210
International Stock Division.................. 83 108 135 233
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(d):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on as-
sets:
Income Division............................... $13 $41 $72 $158
Diversified Division.......................... 13 41 70 154
Stock Index Division.......................... 13 41 71 155
Growth Division............................... 13 41 70 154
Aggressive Growth Division.................... 18 56 97 210
International Stock Division.................. 20 63 108 233
</TABLE>

C-PPA-4
<PAGE>

- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges", page
C-PPA-14) does not apply to 10% or 20% of the Account Balance. Under
certain other circumstances, the deferred sales load does not apply at
all.
(b) Although total Separate Account annual expenses will not exceed .95% of
average account values for Enhanced Contracts, the allocation of these
expenses between general administrative expenses and mortality and expense
risk fees is only an estimate. (See "Deductions and Charges", page C-PPA-
14.)
(c) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.
(d) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges", page C-PPA-15).

The purpose of the above table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account and the Metropolitan Fund. It
assumes that there are no other transactions. The Example is intended for
illustrative purposes only; it should not be considered a representation of
past or future expenses. Actual expenses may be higher or lower than those
shown. Annuity taxes are not reflected in the table. See "Deductions and
Charges", page C-PPA-14, for a more detailed description of the charges and
expenses imposed upon the assets in the Separate Account.

C-PPA-5
<PAGE>

SUMMARY
................................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

This Prospectus describes variable accumulation and income annuity contracts
issued by Metropolitan Life Insurance Company ("MetLife", "we", "us" or "our").
The term "Enhanced Contracts" and "Enhanced Income Annuities" also includes
certificates issued under certain group arrangements. Enhanced Income Annuities
are described separately beginning on page C-PPA-17. "You" as used in this
Prospectus means the participant or annuitant for whom money is invested in an
Enhanced Contract or Enhanced Income Annuity. Under the Enhanced Contracts
issued for Keogh Plans, the trustee retains all rights to control the money
under the Enhanced Contract. For these Contracts, where we refer to giving
instructions or making payments to us, "you" means such trustee.

YOUR INVESTMENT CHOICES (PAGES C-PPA 10-11).

Each of the Enhanced Contracts offers an account under which we guarantee
specified interest rates for specified periods (the "Fixed Interest Account").
This Prospectus does not describe that account and will mention the Fixed
Interest Account only where necessary to explain how the "Separate Account"
works. Each Enhanced Contract also offers a choice of investment options under
which values can go up or down based upon investment performance. See
"Determining the Value of Your Separate Account Investment," page C-PPA-12, for
a description of accumulation units and how these values are determined based
upon investment performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES C-PPA 10-11. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN THE
BACK OF THIS PROSPECTUS.

TAXES (PAGES C-PPA 24-27)

PURCHASE PAYMENTS; TRANSFERS (PAGES C-PPA 11-12; C-PPA 13-14)

The Enhanced Contracts allow you to make new purchase payments, to transfer
money among investment options and between the Separate Account and the Fixed
Interest Account, and to withdraw monies credited to you ("Account Balance").
(See "Withdrawals and Transfers," page C-PPA-13.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
what Enhanced Contract you are in. (See "Withdrawals and Transfers," page C-
PPA-13, and "Deductions and Charges," page C-PPA-14.)

DEDUCTIONS AND CHARGES (PAGES C-PPA 14-15)

Your Enhanced Contract is subject to various charges.

Annual Enhanced Contract Fees: There is no annual Enhanced Contract fee.
(There is a $20 annual Enhanced Contract fee imposed on certain Fixed Interest
Account balances.)

General Administrative Expenses and Mortality and Expense Risks: .95% on an
annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received.

Metropolitan Series Fund, Inc.: Management fees and other expenses.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES C-PPA 15-17)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

(a) Withdrawals or Transfers without a Charge for All Markets including the
Enhanced Individual Retirement Annuities and Enhanced Non-Qualified
Markets:

Item 1--Transfers among investment divisions or to the Fixed Interest
Account

Item 2--Withdrawals that represent purchase payments made over seven years
ago

Item 3--Free Corridor

Item 4--"Free Look"

Item 5--Certain Income Annuities

Item 6--Death Benefit (except Enhanced unallocated Keogh)

Item 7--Mandated Withdrawals under Federal law

Item 10--Retirement

Item 11--Separation from Service

C-PPA-6
<PAGE>

(b) Withdrawals or Transfers Without a Charge for the Enhanced unallocated
Keogh Market--(in addition to (a) above):

Item 8--Systematic Withdrawal

Item 9--Disability

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

DEATH BENEFIT (PAGE C-PPA-17)

Each Enhanced Contract (other than the Enhanced unallocated Keogh Contract)
offers a death benefit that guarantees certain payments in case of your death
even if account values have fallen below that amount.

INCOME ANNUITIES (PAGE C-PPA-17)

You may use your money to obtain payments guaranteed for life or for certain
other periods (an annuity). These payments may be either for specified, fixed
amounts or for amounts that can go up or down based on the investment
performance of a choice of investment options in the Separate Account
("variable income option"). You may purchase an Enhanced Income Annuity if you
did not have an Enhanced Contract during the accumulation period. Your Enhanced
Income Annuity is subject to various charges. (See "Enhanced Income Annuities--
Deductions and Charges," page C-PPA-19.)

C-PPA-7
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
ACCUMULATION ACCUMULATION NUMBER OF ACCUMULATION
UNIT VALUE UNIT VALUE END UNITS END OF YEAR
ENHANCED PREFERENCE PLUS CONTRACTS YEAR BEGINNING OF YEAR OF YEAR (IN THOUSANDS)
---------------------------------- ---- ----------------- -------------- ----------------------
<S> <C> <C> <C> <C>
Income
Division 1994 $25.83 $24.79 125
1993 23.43 25.83 151
1992 22.12 23.43 0
1991 19.02 22.12 0
1990 17.91(a) 19.02 0
Diversified
Division 1994 20.51 19.69 341
1993 18.36 20.51 360
1992 16.93 18.36 50
1991 13.68 16.93 0
1990 14.34(a) 13.68 0
Stock Index
Division 1994 15.04 15.07 432
1993 13.86 15.04 399
1992 13.02 13.86 12
1991 10.13 13.02 0
1990 10.85(a) 10.13 0
Growth Divi-
sion 1994 30.85 29.57 296
1993 27.22 30.85 258
1992 24.63 27.22 5
1991 18.67 24.63 0
1990 21.66(a) 18.67 0
Aggressive
Growth 1994 27.05 26.29 189
Division 1993 22.26 27.05 163
1992 20.37 22.26 1
1991 12.35 20.37 0
1990 14.85(a) 12.35 0
International
Stock 1994 13.84 14.40 446
Division 1993 9.45 13.84 339
1992 10.63 9.45 1
1991 10.00(b) 10.63 0
</TABLE>

In addition to the above mentioned Accumulation Units, there are cash
reserves of $129,639 at December 24, 1994 applicable to Income Annuities
receiving annuity payouts.

(a) Inception Date July 2, 1990
(b) Inception Date July 1, 1991

C-PPA-8
<PAGE>

(CHART #2-EPP)

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from
MetLife.

C-PPA-9
<PAGE>

OUR COMPANY AND THE SEPARATE ACCOUNT
...............................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

We organized the Separate Account on September 27, 1983. It is an investment
account that we maintain separate from our other assets. It is registered with
the Securities and Exchange Commission as a unit investment trust under the
1940 Act. All income, gains and losses, whether or not realized, from the
Separate Account's assets are credited to or charged against the Separate
Account, without regard to our other business. In other words, the Separate
Account's assets are solely for the benefit of those who invest in the
Separate Account and no one else, including our creditors. Our obligation to
honor all of our promises under the Enhanced Contracts and Enhanced Income
Annuities is not limited by the amount of assets in the Separate Account.

THE ENHANCED CONTRACTS DESCRIBED IN THIS PROSPECTUS
...............................................................................

WHAT ARE THE ENHANCED CONTRACTS?

The Enhanced Contracts offer you the choice of an account which pays
interest guaranteed by MetLife (the Fixed Interest Account) or an account
offering a range of investment choices where performance is not guaranteed.
The Enhanced Contracts are called "annuities" since they offer a variety of
payment options, including guaranteed income for life.

We offer many types of Preference Plus Contracts to meet your individual
needs. These include contracts meeting the tax requirements under the
following provisions of the Internal Revenue Code ("Code"): (1) Individual
Retirement Annuities (IRAs) under (S)408(b); (2) Simplified Employee Pensions
(SEPs) under (S)408(k); (3) Tax Sheltered Annuities (TSAs) under (S)403(b);
(4) Public Employee Deferred Compensation (PEDC) under (S)457; (5) Keogh plans
under (S)401; (6) Qualified Annuity Plans (403(a)) under (S)403(a); and (7)
Tax Deferred Annuities (Non-Qualified) under (S)72. Our contracts may be
individual or group (offered to an employer, association, trust or other group
for its employees, members or participants). Group contracts may be issued to
a bank which does nothing but hold them as contractholder. Contracts are
either allocated (we keep records of your Account Balance) or unallocated (we
keep Account Balance records only for the plan as a whole). Some Contracts
("Enhanced Contracts") have a reduced mortality and expense risk charge as a
result of reduced administration expenses.

This Prospectus describes the following Enhanced Contracts: IRAs,
unallocated Keogh and Non-Qualified.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE ENHANCED CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the
Enhanced Contract may provide that all or some of your rights as described in
this Prospectus are subject to the terms of the plan. You should consult the
plan document to determine whether there are any provisions under your plan
which may limit or affect the exercise of your rights under the Enhanced
Contract. Rights that may be affected include those concerning purchase
payments, withdrawals, transfers, the death benefit and income annuity types.
For example, if part of your Account Balance represents non-vested employer
contributions, you may not be permitted to withdraw these amounts and the
early withdrawal charge calculations may not include all or part of the
employer contributions. The Enhanced Contract may provide that a plan
administrative fee will be paid by making a withdrawal from your Account
Balance. The Enhanced Contract may require that you or your beneficiary obtain
a signed authorization from your employer or plan administrator to exercise
certain rights. Your Enhanced Contract will indicate under what circumstances
this is the case. We may rely on your employer's or plan administrator's
statements to us as to the terms of the plan or your entitlement to any
amounts. We will not be responsible for determining what your plan says.

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Income, Diversified, Stock Index,
Growth, Aggressive Growth, and International Stock Divisions. Your employer,
association or group may have limited the number of available divisions. Your
Enhanced Contract will indicate what divisions were available to you

C-PPA-10
<PAGE>

when we issued it. We may add or eliminate divisions for some or all persons.

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund as shown on page 1.
No sales or redemption charges apply to our purchase or sale through the Sepa-
rate Account of these mutual fund shares. These mutual funds are available only
through the purchase of annuities and life insurance policies and are never
sold directly to the public. These mutual funds are "series" types of funds
registered with the Securities and Exchange Commission as "diversified open-end
management investment companies" under the 1940 Act. Each division invests in
shares of a comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

Diversified Portfolio: To achieve a high total return while attempting to limit
investment risk and preserve capital by investing in equity securities, fixed-
income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research & Management
Company (a subsidiary of ours).

International Stock Portfolio: To achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.

Each of the currently available Metropolitan Fund portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee
equivalent to an annual rate of .25% of the average daily value of the
aggregate net assets of the portfolio (except that the Aggressive Growth and
International Stock Portfolios pay a fee of .75% of the average daily value of
its aggregate net assets). For providing us with sub-investment management
services, according to a contract between us and State Street Research &
Management Company ("State Street Research"), one of our subsidiaries, we pay
fees to State Street Research for the Income, Diversified, Growth and
Aggressive Growth Portfolios. For providing us with sub-investment management
services, according to a contract between us and GFM International Investors,
Ltd. ("GFM"), our subsidiary, we pay fees to GFM for the International Stock
Portfolio. Sub-investment management fees are solely our responsibility, not
that of the Metropolitan Fund.

PURCHASE PAYMENTS
................................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Enhanced Contracts, like a change in beneficiary, should be sent to our
"Designated Office". We will provide you with the address for this office. All
checks should be payable to "MetLife". You can also make certain requests by
telephone. In order to have a purchase payment credited to you, we must receive
it and completed documentation. We will provide the appropriate forms. Under
certain group Enhanced Contracts, your employer or the group of which you are a
participant or member must also identify you to us on their reports to us and
tell us how your purchase payments should be allocated among the investment
divisions and the Fixed Interest Account.

C-PPA-11
<PAGE>

For Enhanced Non-Qualified Contracts, your purchase payments may also be
made "automatically" through procedures that we call "MetroMatic" and "check-
o-matic". With "MetroMatic", your employer deducts an amount from your salary
and makes the purchase payment for you. With "check-o-matic", your bank
deducts monies from your bank checking account and makes the purchase payment
for you.

Purchase payments, including "check-o-matic" payments, are effective and
valued as of 4:00 p.m., New York City time, on the day we receive them at our
Designated Office, except (1) when they are received on a day when the
accumulation unit value (which will be discussed later in this Prospectus) is
not calculated or (2) when they are received after 4:00 p.m., New York City
time. In those cases, the purchase payments will be effective the next day the
accumulation unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There is no minimum purchase payment except for the Enhanced unallocated
Keogh Contract. For the Enhanced unallocated Keogh Contract, each purchase
payment must be at least $2,000, and total purchase payments must be at least
$15,000 for the first Contract Year. (Depending on underwriting and plan
requirements, Contract Year for the first year is the first three to fifteen
month period the Contract is in force; thereafter, it is each subsequent
twelve month period.) During subsequent Contract Years, total purchase
payments made under the Enhanced unallocated Keogh Contract must be at least
$5,000.

We may reject purchase payments over $500,000. Your purchase payments may
also be limited by the federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your
Enhanced Contract. Changes of allocation for new purchase payments will be
made upon receipt of your notification to us of the changes. You may also
specify a day as long as it is within 30 days after we receive the request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the tax laws. You may not make purchase
payments after you have made a withdrawal based on termination of employment
under the Enhanced unallocated Keogh Contract or retirement under certain
Enhanced Contracts. No additional purchase payments may be made after
commencement of a systematic termination (from both the Fixed Interest and
Separate Accounts), described below, until we receive written notice that you
request cancellation of the systematic termination. You may continue to make
purchase payments while you receive Systematic Withdrawal Income Program
payments, as described later in this Prospectus, except if purchase payments
are made through "MetroMatic", "check-o-matic", salary reduction or salary
deduction.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
...............................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units". When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you
request a withdrawal or a transfer of money from an investment division,
accumulation units are liquidated. In either case, the number of accumulation
units you gain or lose is determined by taking the amount of the purchase
payment, transfer or withdrawal and dividing it by the value of an
accumulation unit on the date the transaction occurs. For example, if an
accumulation unit is $10.00 and a $500 purchase payment is made, the number of
accumulation units purchased is 50 ($500 divided by $10 = 50). We calculate
accumulation units separately for each investment division of the Separate
Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

the transaction occurred. The value of accumulation units can go up or down
and is derived from the investment performance of each of the portfolios. If
the investment performance, after payment of Separate Account expenses is
positive, accumulation unit values will go up. Conversely, if the investment
performance, after payment of Separate Account expenses is negative, they will
go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation
Period to Valuation Period to reflect the upward or downward performance of
the assets in the underlying portfolios. The experience factor is calculated
as of the end of each Valuation Period as follows: We take the net asset value
per share of the underlying portfolio, add the per share amount of any
dividend or capital gain distribution paid by the portfolio during the current
Valuation Period, and subtract any per share charges for taxes and reserve for
taxes. We then divide that amount by the net asset value per share as of the
end of the last Valuation Period to obtain a percentage that reflects
investment performance. We then subtract a charge not to exceed .000025905 (an
effective annual rate of .95%) for Enhanced Contracts for each day in the
Valuation Period. This charge is to cover the general administrative expenses
and the mortality and expense risks we assume under the Enhanced Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the period since the last calculation by the last previously calculated
accumulation unit value. We then add this to the prior accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was .05, the new
accumulation unit value is $12.60 ($12.00 X .05 = $.60; $.60 + $12.00 =
$12.60). On the other hand, if the experience factor was -.05, the new
accumulation unit value is $11.40 ($12.00 x (.05) = $(.60); $12.00 - $.60 =
$11.40).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Enhanced Contract or transfer it from one investment division to another or to
the Fixed Interest Account.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

WILL WE MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, if you so request, but only if all applicable requirements of
the Code are met, and we receive all information necessary for us to make the
payment.

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. Except for the Enhanced unallocated Keogh Contract, if we agree and you
complete the form we supply to you, you may also authorize your sales
representative to make a transfer request on your behalf by telephone. Whether
you have your sales representative make transfer requests or you make the
transfer request by telephone yourself, you are authorizing us to act upon the
telephone instructions of any person purporting to be you or, if applicable,
your sales representative, assuming our procedures have been followed, to make
transfers from both your Fixed Interest and Separate Account Balances. We have
instituted reasonable procedures to confirm that any instructions communicated
by telephone are genuine. All telephone calls requesting a transfer will be
recorded. You (or the sales representative) will be asked to produce your
personalized data prior to our initiating any requests by telephone.
Additionally, as with other transactions, you will receive a written
confirmation of your transfer. Neither we nor the Separate Account will be
liable for any loss, expense or cost arising out of any requests that we or
the Separate Account reasonably believe to be genuine. In the unlikely event
that you have trouble reaching us, requests should be made to the Designated
Office.

C-PPA-13
<PAGE>

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for Enhanced IRA Contracts,
you may request us to make "automatic" withdrawals for you on a periodic basis
through our Systematic Withdrawal Income Program ("SWIP"). SWIP payments are
not payments made under an income option or under an income annuity, as
described later in this Prospectus. You may choose to receive SWIP payments for
either a specific dollar amount or a percentage of your Account Balance. You
must meet certain total Account Balance minimums to initiate SWIP payments.
Each SWIP payment must be at least $50. Your payment date is the date you
specify, if we receive your request at least 10 days prior to the initial
payment date. Otherwise, payments will commence 30 days from the date you
specify. If you do not specify a payment date, payments will commence 30 days
from the date we receive your request. The date of the first SWIP payment is
your SWIP anniversary date. Requests to commence SWIP payments may not be made
by telephone. Changes to the specified dollar amount or percentage or to alter
the timing of payments may be made once a year. Requests for such changes must
be made at least 30 days prior to the SWIP anniversary date. You may cancel
your SWIP request at anytime by telephone or by writing us at the Designated
Office.

FROM WHAT INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Depending on your Enhanced IRA Contract, each SWIP payment will be taken on a
prorata basis from either (1) the Fixed Interest Account and each investment
division of the Separate Account in which you then have an Account Balance or
(2) only from each investment division of the Separate Account in which you
then have an Account Balance. If your total Account Balance is insufficient to
make a requested SWIP payment, the remaining Account Balance will be paid to
you.

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments comprise the first withdrawal of the Contract Year and are within
the 10% "free corridor", calculated for this purpose as 10% of the Account
Balance on the SWIP anniversary date, all SWIP payments will not be subject to
an early withdrawal charge. SWIP payments in excess of the 10% free corridor
and SWIP payments that comprise the second or later withdrawal of the Contract
Year will be subject to an early withdrawal charge unless the payments are from
other amounts to which an early withdrawal charge no longer applies. See
"Deductions and Charges" immediately below.

DEDUCTIONS AND CHARGES
................................................................................

ARE THERE ANNUAL ENHANCED CONTRACT CHARGES?

There are no Separate Account annual Enhanced Contract charges.

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND EXPENSE
RISKS AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Enhanced
Contract purchasers and participants may live for a longer period of time than
we estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay for
Enhanced allocated Contracts will be larger than the Account Balance. The
expense risk portion of the mortality and expense risk charge is that our
expenses in administering the Enhanced Contracts will be greater than we
estimated.

These charges do not reduce the number of accumulation units credited to you.
These charges are calculated and paid every time we calculate the value of
accumulation units. (See "How is an accumulation unit value calculated?"
above.)

During 1994, these charges were $33,979,138 for all contracts in Separate
Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

C-PPA-14
<PAGE>

purchase an income annuity. In the jurisdictions of Pennsylvania, South Dakota
and Washington, D.C., we may deduct money to pay annuity taxes on lump sum
withdrawals or when you purchase an income annuity. We may deduct an amount to
pay annuity taxes sometime in the future since the laws and the interpretation
of the laws relating to annuities are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page C-PPA-30.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The following paragraphs describe how the early withdrawal charge is
determined. The early withdrawal charge reimburses us for our costs in selling
the Enhanced Contracts. We may use any of our profits derived from mortality
and expense risk charges to pay for any of our costs in selling the Enhanced
Contracts that exceed the revenues generated by the early withdrawal charge.
However, we believe that our sales expenses may exceed revenues generated by
the early withdrawal charge and, in such event, we will pay such excess out of
our surplus.

To determine the early withdrawal charge for the Enhanced Contracts, we
treat your Fixed Interest Account and Separate Account as if they were a
single account and ignore both your actual allocations and what account or
investment division the withdrawal is actually coming from. To do this, we
first assume that your withdrawal is from amounts (other than earnings) that
can be withdrawn without an early withdrawal charge, then from other amounts
(other than earnings) and then from earnings, each on a "first-in-first-out"
basis. Once we have determined the amount of the early withdrawal charge, we
will actually withdraw it from each investment division in the same proportion
as the withdrawal is being made. In determining what the withdrawal charge is,
we do not include earnings, although the actual withdrawal to pay it may come
from earnings.

For the Enhanced Contracts, withdrawal charges are imposed on amounts (other
than earnings) for the first seven years after the purchase payment is
received as shown in the table below.

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[8 &
1 2 3 4 5 6 7 BEYOND]
<S> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

As required by the federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. As a result of the reduced
sales costs associated with certain Enhanced Preference Plus Contracts, no
early withdrawal charges from the Separate Account are deducted for
withdrawals under those Enhanced Contracts. When no allocations or transfers
are made to the Separate Account except in connection with the Equity
GeneratorSM investment strategy, withdrawal charges will be calculated as
described above, but the charge imposed will not exceed earnings.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
...............................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to federal income tax, see "Taxes", pages C-PPA-
24-27. We may require proof satisfactory to us that any necessary conditions
have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

3. A "free corridor" withdrawal described below. Depending on your Enhanced
Contract, the free corridor percentage may either be taken in an unlimited
number of partial withdrawals (for each withdrawal we calculate the percentage
it represents of your Account Balance and whenever the total of such
percentages exceeds the

C-PPA-15
<PAGE>

specified percentage the early withdrawal charge applies) or as part of the
first withdrawal from your Account Balance during the Contract Year. In either
case the free corridor is the greater of the percentage described below or
amounts which are not subject to an early withdrawal charge. For the Enhanced
unallocated Keogh and certain Enhanced Contracts, the free corridor is in
addition to any amounts which are not subject to an early withdrawal charge as
described in items 4-14 below, except for amounts which are exempted pursuant
to Systematic Termination, described in item 8 below.

(a) For the Enhanced unallocated Keogh, you can withdraw up to 20% of your
Account Balance during each Contract Year.

(b) For certain Enhanced IRA and Non-Qualified Contracts, you can withdraw
up to 10% of your Account Balance during each Contract Year. For other
Enhanced IRA and Non-Qualified Contracts, you can withdraw or transfer up to
10% of your Fixed Interest Account balance each Contract Year.

4. "Free Look": You may cancel your Enhanced Contract within 10 days after
you receive it by telling us in writing. We will then refund all of your
purchase payments (however for Enhanced IRA and Non-Qualified Contracts issued
to you in New York, Illinois, Minnesota and Pennsylvania we will instead pay
you your Account Balance). If you purchased your Contract by mail, you may
have more time to return your Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. The withdrawal is required to avoid Federal income tax penalties or to
satisfy Federal income tax rules or Department of Labor regulations that apply
to the Enhanced Contracts.

8. Systematic Termination: For the Enhanced unallocated Keogh Contract, a
total withdrawal ("Systematic Termination") that is paid in annual
installments of (1) 20% of your Account Balance upon receipt of your request
(we will reduce this first installment by the amount of any previous partial
withdrawals during the current Contract Year); (2) 25% of your then current
Account Balance one year later; (3) 33 1/3% of your then current Account
Balance two years later; (4) 50% of your then current Account Balance three
years later; and (5) the remainder four years later. You may cancel remaining
payments under a Systematic Termination at any time. However, if you again
decide to take a full withdrawal, the entire Systematic Termination process
starts over. If, after beginning a Systematic Termination, you decide to take
your full withdrawal in amounts exceeding the percentages allowed, the excess
amount withdrawn in any year is subject to the applicable withdrawal charges.

9. Disability: For the Enhanced unallocated Keogh Contract, if you are
totally disabled (as defined under the Federal Social Security Act) and you
request a total withdrawal. For the Enhanced unallocated Keogh Contract that
fund plans subject to the Employee Retirement Income Security Act of 1974, the
definition of disability is also as defined under the Federal Social Security
Act, unless defined in the plan.

10. Retirement:

(a) For certain Enhanced Contracts, if you retire and you are receiving
retirement benefits from your employer's qualified plan.

(b) For the Enhanced unallocated Keogh Contract, if there is a plan which
defines retirement and you retire under such definition. If you are a
"restricted" participant, as shown in the Enhanced Contract, you must have
been a participant in the Enhanced Contract for the period stated in the
Enhanced Contract.

11. Separation from Service: For any Enhanced Contract, if your employment
terminates. For the Enhanced unallocated Keogh Contract, if you are a
"restricted" participant, as shown on the Enhanced Contract, you must also
have been a participant in the Enhanced Contract for the period stated in the
Enhanced Contract. For the Enhanced Non-Qualified Contract, you must also be
eligible to receive retirement benefits.

12. Plan Termination: For the Enhanced unallo- cated Keogh Contract, if your
plan terminates and the Account Balance is "rolled over" into another annuity
contract we issue.

13. Hardship: For the Enhanced unallocated Keogh Contract, if you suffer an
unforeseen hardship.

14. Pre-Approved Investment Vehicles: For the Enhanced unallocated Keogh
Contract, if you make a direct transfer to other investment vehicles we have
pre-approved. For the Enhanced unallocated Keogh Contract, if you are a
"restricted" participant, as shown in the Contract, and your Account Balance
is "rolled over" to a MetLife individual retirement annuity within 120 days
after you are eligible to receive a plan distribution.

C-PPA-16
<PAGE>

15. Transfer from other MetLife Contracts: If you "roll-over" amounts from
other MetLife contracts we designate, of the following two formulas we will
apply the one that is more favorable to you: (1) treat our other contract and
this Enhanced Contract as if they were one for purposes of determining when a
purchase payment was made by crediting your purchase payments with the time you
held them under our other contract prior to the time they were "rolled over" or
(2) subject the "rolled over" amounts to a withdrawal charge applied as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[6 &
1 2 3 4 5 BEYOND]
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0
</TABLE>

DEATH BENEFIT
................................................................................

WHAT IS THE DEATH BENEFIT?

The death benefit is the greatest of (i) your Account Balance, (ii) your
highest Account Balance as of the end of the calendar year in which the 5th,
10th, 15th and so on anniversary of the start of your uninterrupted
participation in the Enhanced Contract occurs less any later partial
withdrawals and any later annual Enhanced Contract charges withdrawn from the
Fixed Interest Account and (iii) the total of all of your purchase payments
less any partial withdrawals. There is no death benefit for the Enhanced
unallocated Keogh Contract.

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

You name the beneficiary under the Enhanced IRA and Non-Qualified Contracts.
The death benefit is paid to the Keogh trustee under the Enhanced unallocated
Keogh Contract.

The payee may take a lump sum cash payment or use the death benefit (less any
applicable annuity taxes) to purchase an income annuity from the types
available under your Enhanced Contract.

INCOME OPTIONS
................................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your Account Balance and use that
money (less any annuity taxes that must be paid) to purchase an income annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. Non-life contingent annuities are available for
various payout periods.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

If you do not select an income option by the date the Enhanced Contract
specifies, you have not withdrawn your entire Account Balance, and your
Enhanced Contract was not issued under a retirement plan, you will be issued a
life annuity with a ten (10) year guarantee. In that case, if you do not tell
us otherwise, your Fixed Interest Account Balance will be used to provide a
fixed income option and your Separate Account Balance will be used to provide a
variable income option.

ENHANCED INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
................................................................................

WHAT ARE THE ENHANCED INCOME ANNUITIES?

Enhanced Income Annuities provide you a series of payments which are based
upon the investment performance of the Separate Account. The amount of the
payment is not guaranteed. A portion of the payment may be fixed under a fixed
income option guaranteed by MetLife's general account. You may purchase an
Enhanced Income Annuity even if you did not have an Enhanced Contract during
the accumulation period.

C-PPA-17
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Income Annuities can be either group or individual and are offered as IRAs,
SEPs, TSAs, PEDC, Keogh, 403(a) and Non-Qualified annuities. Some Income
Annuities ("Enhanced Income Annuities") have a reduced mortality and expense
risk charge as a result of reduced administration expenses.

This Prospectus describes the following Enhanced Income Annuities: IRAs,
unallocated Keogh and Non-Qualified.

MAY THE ENHANCED INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. Your Enhanced Income Annuity may provide that your choice of income
types is subject to the terms of your retirement plan. Your Enhanced Income
Annuity will indicate under what circumstances this is the case. We may rely on
your employer's or plan administrator's statements to us as to the terms of the
plan or your entitlement to any amounts. We will not be responsible for
determining what your plan says.

WHAT ARE THE INVESTMENT CHOICES?

The investment choices, provided through the Separate Account, are the
Income, Diversified, Stock Index, Growth, Aggressive Growth and International
Stock Divisions described earlier in this Prospectus under "Your Investment
Choices." Your employer, association or group may have limited the number of
available divisions. Your Enhanced Income Annuity will indicate what divisions
were available to you when we issued it. We may add or eliminate divisions for
some or all persons. You may choose up to four investment divisions to provide
the variable income payment or up to three investment divisions if a fixed
income option is also selected.

ADMINISTRATION
................................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Enhanced Income Annuities
should be sent to our Designated Office. We will provide you with the address
for this office. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have the purchase payment for the
Enhanced Income Annuity credited to you, we must receive your payment and
complete documentation. We will provide the appropriate forms. Your employer,
the trustee of the Keogh plan or the group of which you are an annuitant or
member must also identify you to us on their reports and tell us how the
purchase payment should be allocated among the investment divisions of the
Separate Account and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated Office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and tell you the reasons
for the delay. At that time, you will be asked whether you agree to let us keep
the purchase payment until the problem can be remedied. If you do not agree,
your purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., New York City
time, on the day we receive them at our Designated Office, except (1) when they
are received on a day when the annuity unit value (which will be discussed
later in this Prospectus) is not calculated or (2) when they are received after
4:00 p.m., New York City time. In those cases, the payment will be effective
the next day the annuity unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Enhanced Income Annuity.

DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
................................................................................

WHAT IS AN ANNUITY UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"annuity units." These annuity unit values are similar to "accumulation units"
described earlier in the Prospectus except that we deduct applicable annuity
taxes from the purchase payment before we determine the number of annuity units
in each investment division chosen.

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

C-PPA-18
<PAGE>

Valuation Period during which the transaction occurred. The value of annuity
units can go up or down and is derived from the investment performance of each
of the portfolios. If the investment performance, after payment of Separate
Account expenses and the deduction for the assumed investment rate ("AIR"),
discussed later in this Prospectus, is positive, annuity unit values will go
up. Conversely, if the investment performance, after payment of Separate
Account expenses and the deduction for the AIR is negative, they will go down.

We use the same "experience factor" as that derived for the calculation of
accumulation units previously described in this Prospectus.

To calculate an annuity unit value we first multiply the experience factor
for the period by 0.99989255 (an effective annual rate of 4%) for the AIR for
most Enhanced Income Annuities. (The AIR may be in the range of 3% to 6%, as
defined in your Enhanced Income Annuity and the laws of your state.) The
resulting number is then multiplied by the last previously calculated annuity
unit value to produce the new annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

Variable income payments can go up or down based upon the investment
performance of the investment divisions in the Separate Account. AIR is the
rate used to determine the first variable income payment and serves as a
benchmark against which the investment performance of the Separate Account is
compared. The higher the AIR, the higher the first variable income payment will
be. Subsequent variable income payments will increase only to the extent that
the investment performance of the Separate Account exceeds the AIR (and
Separate Account charges). Variable income payments will decline if the
investment performance of the Separate Account does not exceed the AIR (and
Separate Account charges). A lower AIR will result in a lower first variable
income payment, but subsequent variable income payments will increase more
rapidly or decline more slowly as changes occur in the investment performance
of the Separate Account.

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

TRANSFERS
................................................................................

CAN YOU MAKE TRANSFERS?

You may make transfers from one investment division to another or from an
investment division to a fixed income option as long as the total number of
investment divisions under your Enhanced Income Annuity is no greater than four
(or three investment divisions if a fixed income option is chosen). You may
make an unlimited number of transfers. Your request must tell us the percentage
to be transferred. You may not make a transfer from the fixed income option to
an investment division.

WHEN WILL WE MAKE TRANSFERS?

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make a transfer request by telephone. Except for the Enhanced
unallocated Keogh Income Annuity, if we agree, you may also authorize your
sales representative to make a request on your behalf by telephone. All
telephone transfers are subject to the same procedures and limitations of
liability as described earlier in this Prospectus.

DEDUCTIONS AND CHARGES
................................................................................

WHAT IS THE CONTRACT FEE?

There is no contract fee under the Enhanced Income Annuities.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND
EXPENSE RISKS AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitants may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Enhanced Income Annuity will be greater than we estimated.

C-PPA-19
<PAGE>

As a result of reduced administrative expenses associated with Enhanced
Income Annuities, the sum of these charges on an annual basis (computed and
payable each Valuation Period) will not exceed .95% of the average value of the
assets in each investment division. Of this charge, we estimate that .20% is
for administrative expenses and .75% is for mortality and expense risks.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Three persons or entities figure in the description below: the owner of the
Enhanced Income Annuity, the annuitant--the person whose life is the measure
for determining the amount of income payments--and the beneficiary, the person
or entity who ultimately may receive a benefit under the Enhanced Income
Annuity.

Life Annuity--An income payable during the annuitant's life. Payments cease
with the last one due before the annuitant's death.

Life Annuity With Refund--An income payable during the annuitant's life.
Payments cease with the last one due before the annuitant's death. At the
annuitant's death the owner of the annuity receives a benefit, if any, equal to
the amount applied under this income type (purchase payment) less any variable
income payments that were paid prior to death. If the owner has predeceased the
beneficiary, at the owner's death, the beneficiary receives a benefit, if any,
equal to the amount applied under this income type (purchase payment) less any
variable income payments that were paid prior to death.

Joint Life and Survivor/Contingent Survivor Annuity--An income payable during
the joint lives of the annuitant and a named second person and thereafter
during the life of the survivor/contingent survivor. The income payable to the
survivor/contingent survivor may be a percentage of the amount that had been
payable while both persons were alive, as follows: 100%, 75%, 66 2/3%, or 50%.
The percentage payable to the survivor/contingent survivor is selected when the
income type is selected.

If the owner has predeceased the beneficiary, at the owner's death, the
beneficiary receives a benefit, if any, equal to the amount applied under this
income type (purchase payment) less any variable income payments that are paid
prior to death. The income payable to the survivor/contingent survivor may be a
percentage of the amount that had been payable while both persons were alive,
as follows: 100%, 75%, 66 2/3%, or 50%. The percentage payable to the
survivor/contingent survivor is selected when the income type is selected.

C-PPA-20
<PAGE>

payments are made to the owner of the annuity for the rest of the guaranteed
period. If the owner dies prior to the end of the guarantee, payments are made
to the beneficiary for the rest of the guaranteed period.

IS THERE A FREE LOOK?

Yes. There is a "Free Look" when you purchase an Enhanced Income Annuity.
(There is no "Free Look" when an Enhanced Income Annuity is the variable income
option under an Enhanced Contract.) You may cancel your Enhanced Income Annuity
within 10 days after you receive it by telling us in writing. We will then
refund your purchase payment. If you purchased your Enhanced Income Annuity by
mail, you may have more time to return your Enhanced Income Annuity.

OTHER ENHANCED CONTRACT AND ENHANCED INCOME ANNUITY PROVISIONS
................................................................................

CAN WE CANCEL YOUR ENHANCED CONTRACT OR ENHANCED INCOME ANNUITY?

We may not cancel your Enhanced Income Annuity.

We may cancel your Enhanced Contract. If we do so for an Enhanced Contract
delivered in New York, we will return the full Account Balance for Enhanced IRA
or Non-Qualified Contracts. In all other cases, you will receive an amount
equal to what you would have received if you had requested a total withdrawal
of your Account Balance. Early withdrawal charges may apply.

We will only cancel your Enhanced Contract if we do not receive any purchase
payments for you for 36 consecutive months and your Account Balance is less
than $2,000 (except for the Enhanced unallocated Keogh Contract). We may only
cancel the Enhanced unallocated Keogh Contract if we do not receive any
purchase payments for you for 12 consecutive months and your Account Balance is
less then $15,000. We will only do so to the extent allowed by law. Certain
Enhanced Contracts do not contain these cancellation provisions.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Yes. If your plan is subject to ERISA (the Employee Retirement Income
Security Act of 1974) and you are married, the income payments, withdrawal
provisions, and methods of payment of the death benefit under your Enhanced
Contract or Enhanced Income Annuity may be subject to your spouse's rights as
described below.

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor
basis ("QJSA") (one under which we make payment to you during your
lifetime and then make payments reduced by no more than 50% to your
spouse for his or her remaining life, if any); or choose to waive the
qualified pre-retirement survivor annuity benefit ("QPSA") (the benefit
payable to the surviving spouse of a participant who dies with a vested
interest in an accrued retirement benefit under the plan before payment
of the benefit has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use your accrued benefit as security for a loan.

If your benefit is worth $3,500 or less, spousal qualified consent may not be
required.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

C-PPA-21
<PAGE>

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as "check-o-matic", pre-authorized systematic purchase
payments which are transfers from the Fixed Interest Account and SWIP
payments, may be confirmed quarterly.

CAN METLIFE CHANGE THE PROVISIONS OF YOUR ENHANCED CONTRACT OR ENHANCED INCOME
ANNUITY?

Yes. We have the right to make certain changes to your Enhanced Contract or
Enhanced Income Annuity, but only as permitted by law. We make changes when we
think they would best serve the interest of all participants or would be
appropriate in carrying out the purposes of the Enhanced Contract or Enhanced
Income Annuity. If the law requires, we will also get your approval and that
of any appropriate regulatory authorities. Examples of the changes we may make
include:

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

5. To change the way we assess charges, but without increasing the aggregate
amount charged to the Separate Account and any currently available portfolio
in connection with the Enhanced Contracts or Enhanced Income Annuities.

6. To make any necessary technical changes in the Enhanced Contracts or
Enhanced Income Annuities in order to conform with any of the above-
described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an amount allocated, we will notify
you of the change. You may then make a new choice of investment divisions. For
Enhanced Contracts issued in Pennsylvania (and Enhanced Income Annuities where
required by law), we will ask your approval before any technical changes are
made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are
deemed attributable to the Enhanced Contract or Enhanced Income Annuity) at
regular and special meetings of the shareholders of the portfolio based on
instructions received from those having the voting interest in corresponding
investment divisions of the Separate Account. However, if the 1940 Act or any
rules thereunder should be amended or if the present interpretation thereof
should change, and as a result we determine that we are permitted to vote the
shares of the portfolios in our own right, we may elect to do so.

Accordingly, you have voting interests under the Enhanced Contracts or
Enhanced Income Annuities. The number of shares held in each Separate Account
investment division deemed attributable to you is determined by dividing the
value of accumulation or annuity units attributable to you in that investment
division, if any, by the net asset value of one share in the portfolio in
which the assets in that Separate Account investment division are invested.
Fractional votes will be counted. The number of shares concerning which you
have the right to give instructions will be determined as of the record date
for the meeting.

Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuity contracts (including the Enhanced Contracts and Enhanced Income
Annuities) and for which no timely instructions are received will be voted in
the same proportion as the shares for which voting instructions are received
by that separate account. Portfolio shares held in the general accounts or
unregistered separate accounts of MetLife or its affiliates will be voted in
the same proportion as the aggregate of (i) the shares for which voting
instructions are received and (ii) the shares that are voted in proportion to
such voting instructions. However, if we or an affiliate determine that we are
permitted to vote any such shares, in our own right, we may elect to do so
subject to the then current interpretation of the 1940 Act or any rules
thereunder.

You will be entitled to give instructions regarding the votes attributable
to your Enhanced Contract or Enhanced Income Annuity in your sole discretion.
Under the Enhanced unallocated Keogh Contract, participants may instruct you
to give us instructions regarding shares

C-PPA-22
<PAGE>

deemed attributable to their contributions to the Enhanced Contract. Under the
Enhanced unallocated Keogh Contract, we will provide you with the number of
copies of voting instruction soliciting materials that you request so that you
may furnish such materials to participants who may give you voting
instructions. Neither the Separate Account nor MetLife has any duty to inquire
as to the instructions received or your authority to give instructions; thus,
as far as the Separate Account, and any others having voting interests in
respect of the Separate Account are concerned, such instructions are valid and
effective.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment adviser or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's board of directors, provided MetLife's disapproval of the change is
reasonable and, in the case of a change in investment policies or investment
adviser, based on a good faith determination that such change would be
contrary to state law or otherwise inappropriate in light of the portfolio's
objective and purposes; or (3) to enter into or refrain from entering into any
advisory agreement or underwriting contract, if required by any insurance
regulatory authority.

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR ENHANCED CONTRACT OR ENHANCED INCOME ANNUITY AND DO YOU PAY A
COMMISSION ON THE PURCHASE OF YOUR ENHANCED CONTRACT OR ENHANCED INCOME
ANNUITY?

All Enhanced Contracts and Enhanced Income Annuities, certificates and
interests in the Enhanced Contracts and Enhanced Income Annuities are sold
through individuals who are our licensed life insurance sales representatives.
We are registered with the Securities and Exchange Commission as a broker-
dealer under the Securities Exchange Act of 1934, and we are a member of the
National Association of Securities Dealers, Inc. They also are sold through
other registered broker-dealers. They also may be sold through the mail and in
the case of certain Enhanced Contracts and Enhanced Income Annuities by
certain of our qualified employees.

The licensed agents and broker-dealers who sell Enhanced Contracts and
Enhanced Income Annuities and certificates and interests in the Enhanced
Contracts and Enhanced Income Annuities may be compensated for such sales by
commissions which we pay. There is no front-end sales load deducted from
purchase payments to pay sales commissions. The Separate Account also does not
pay sales commissions. The commissions we pay range from 0% to 5% depending on
the age of the participant or annuitant.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. This performance will be stated in terms of
either "yield", "change in accumulation unit value," "change in annuity unit
value" or "average annual total return" or some combination of the foregoing.
Yield, change in accumulation unit value, change in annuity unit value and
average annual total return figures are based on historical earnings and are
not intended to indicate future performance. The "yield" figures quoted in
advertisements will refer to the net income generated by an investment in a
particular investment division for a thirty day period or month, which is
specified in the advertisement, and then expressed as a percentage yield of
that investment. This percentage yield is then compounded semiannually.
"Change in accumulation unit value" or "change in annuity unit value" refers
to the comparison between values of accumulation or annuity units over
specified periods in which an investment division has been in operation,
expressed as a percentage. Change in accumulation unit value or change in
annuity unit value may also be expressed as an annualized figure. In addition,
change in accumulation unit value or change in annuity unit value may be used
to illustrate performance for a hypothetical investment (such as $10,000) over
the time period specified. Yield and change in accumulation unit value figures
do not reflect the possible imposition of an early withdrawal charge of up to
7% of the amount withdrawn attributable to a purchase payment, which may
result in a lower figure being experienced by the investor. "Average annual
total return" differs from the change in accumulation unit value and change in
annuity unit value because it assumes a steady rate of return and reflects all
expenses and applicable early withdrawal charges. Performance figures will
vary among the various

C-PPA-23
<PAGE>

contracts and income annuities as a result of different Separate Account
charges and early withdrawal charges. Performance may be calculated based upon
historical performance of the Metropolitan Fund and may assume that certain
contracts were in existence prior to their inception date. After the inception
date, actual accumulation unit or annuity unit data is used.

Performance may be shown for two investment strategies that are made
available under certain Enhanced Contracts. The first is the "Equity
Generator". Under the "Equity Generator," at the end of a specified period
(i.e., monthly, quarterly), an amount equal to the interest earned during the
period in the Fixed Interest Account is transferred to the Stock Index
Division or the Aggressive Growth Division. The second technique is the
"Equalizer" SM. Under this strategy, at the end of a specified period (i.e.,
monthly, quarterly), a transfer is made from the Stock Index Division or the
Aggressive Growth Division to the Fixed Interest Account or from the FIxed
Interest Account to the Stock Index Division or Aggressive Growth Division in
order to make the account and the division equal in value. An "Equity
Generator Return", "Aggressive Equity Generator Return", "Equalizer Return" or
"Aggressive Equalizer Return" will be calculated by presuming a certain dollar
value at the beginning of a period and comparing this dollar value with the
dollar value, based on historical performance, at the end of the period,
expressed as a percentage. The "Return" in each case will assume that no
withdrawals have occurred. We may also show performance for the Equity
Generator and Equalizer investment strategies using any other investment
divisions for which these strategies are made available in the future. If we
do so, performance will be calculated in the same manner as described above,
using the appropriate account and/or investment divisions.

TAXES
...............................................................................

GENERAL

In the opinion of our attorneys, the Separate Account and its operations
will be treated as part of MetLife, and not taxed separately. We are taxed as
a life insurance company. Thus, although the Enhanced Contracts and Enhanced
Income Annuities allow us to charge the Separate Account with any taxes or re-
serves for taxes attributable to it, we do not expect that under current law
we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR ENHANCED CONTRACT?

All contributions under the Enhanced Contracts, other than contributions
under Enhanced Non-Qualified Contracts and certain other qualified Enhanced
Contracts, will be contributed on a "before-tax" basis. This means that the
purchase payments either reduce your income, entitle you to a tax deduction or
are not subject to current income tax. Because of this, federal income taxes
are payable on the full amount of money you withdraw as well as on income
earned under the Enhanced Contract.

Enhanced Non-Qualified Contracts are issued on an "after-tax basis" so that
making purchase payments does not reduce the taxes you pay. Income earned
under the Enhanced Contracts is normally not taxed until withdrawn. Thus, that
portion of any withdrawal that represents income is taxed when you receive it,
but that portion that represents purchase payments is not, to the extent
previously taxed.

Under some circumstances certain Enhanced Contracts, accept both purchase
payments that entitle you or the owner to a current tax deduction or to an
exclusion from income and those that do not. Taxation of withdrawals depends
on whether or not you or the owner were entitled to deduct or excluded the
purchase payments from income in compliance with the Code.

C-PPA-24
<PAGE>

The taxable portion of a distribution from an Enhanced unallocated Keogh
Contract to the participant or the participant's spouse (if she/he is the
beneficiary) that is an eligible rollover distribution is subject to 20%
mandatory Federal income tax withholding unless the participant directs the
trustee, insurer or custodian of the plan to transfer all or any portion of
his/her taxable interest in such plan to the trustee, insurer or custodian of
(1) an IRA; (2) a Keogh plan; (3) a 403(a) annuity plan, if the distribution
is from an Enhanced unallocated Keogh Contract. An eligible rollover
distribution is the taxable portion of any distribution from an Enhanced
unallocated Keogh Contract, except the following: (a) a series of
substantially equal periodic payments over the life (or life expectancy) of
the participant; (b) a series of substantially equal periodic payments over
the lives (or joint life expectancies) of the participant and his/her
beneficiary; (c) a series of substantially equal periodic payments over a
specified period of at least ten years; (d) a minimum distribution required to
commence when a participant reaches age 70 1/2 or the minimum amount to be
paid after the participant's death; (e) refunds of excess contributions to the
plan described in Section 401(k) of the Code for corporations and
unincorporated businesses; (f) loans treated as distributions under the Code;
(g) the cost of life insurance coverage which is includible in the gross
income of the plan participant; and (h) any other taxable distributions from
any of these plans which are not eligible "roll-over" distributions.

All taxable distributions from the Enhanced unallocated Keogh Contracts that
are not eligible rollover distributions and all taxable distributions from
Enhanced IRA and Non-Qualified Contracts will be subject to Federal income tax
withholding unless the payee elects to have no withholding. The rate of
withholding is as determined by the Code at the time of payment.

Each type of Enhanced Contract is subject to various tax limitations.
Typically, except for the Enhanced Non-Qualified Contracts, the maximum amount
of purchase payment is limited under federal tax law and there are limitations
on how long money can be left under the Enhanced Contracts before withdrawals
must begin. A 10% tax penalty applies to certain taxable withdrawals from the
Enhanced Contract (or in some cases from the plan or arrangement that
purchased the Enhanced Contract) before you are age 59 1/2. If a combination
of certain payments to you from certain tax-favored plans (which includes
(S)403(a) plans, (S)403(b) arrangements, IRAs and tax-qualified pension and
profit sharing plans) exceeds the greater of (1) $150,000, or (2) $112,500 a
year as indexed for inflation ($150,000 for 1995), an additional penalty tax
of 15% is imposed on the excess. The rules as to what payments are subject to
this provision are complex. The following paragraphs will briefly summarize
some of the tax rules on an Enhanced Contract-by-Enhanced Contract basis, but
will make no attempt to mention or explain every single rule that may be
relevant to you. We are not responsible for determining if your plan or
arrangement satisfies the requirements of the Code.

Enhanced IRA Contracts. Annual contributions to all IRAs may not exceed the
lesser of $2,000 or 100% of your "compensation" as defined by the Code, except
"spousal IRAs" discussed below. No contributions are allowed during or after
the tax year in which you attain age 70 1/2. Contributions other than those
allowed are subject to a 6% excess contribution tax penalty. Special rules
apply to withdrawals of excess contributions. These dollar and age limits do
not apply to tax-free "rollovers" or transfers from other IRAs or from other
tax-favored plans that the Code allows.

Annual contributions are deductible if you are not covered by another
retirement plan (but you are considered to be covered if your spouse is
covered unless you lived apart for the entire taxable year and file separate
returns). If you are covered by another retirement plan, annual contributions
are fully deductible if your adjusted gross income is $25,000 or less ($40,000
for married couples filing jointly, never fully deductible for a married
person filing separately), not deductible if your adjusted gross income is
over $35,000 ($50,000 for married couples filing jointly, $10,000 for a
married person filing separately) and partially deductible if your adjusted
gross income falls between these amounts. If you have a non-working spouse or
file a joint return and elect to treat your spouse as having no compensation,
you may make annual IRA contributions of up to $2,250 (but not above your
"compensation") to two IRAs, one in your name and one in your spouse's.
Neither can exceed $2,000.

If you made both deductible and non-deductible contributions, a partial
withdrawal will be treated as a pro-rata withdrawal of both, based on all of
your IRAs (not just the Enhanced IRA Contracts). The portion of the withdrawal
attributable to non-deductible contributions (but not the earnings on them) is
not taxable, and the 10% tax penalty does not apply. You must keep track of
which contributions were deductible and which weren't,

C-PPA-25
<PAGE>

and make annual reports to the IRS if non-deductible contributions were made.

Withdrawals may be transferred to another IRA without federal tax
consequences if Code requirements are met. Your Enhanced Contract is not
forfeitable and you may not transfer it.

Your entire interest in the Enhanced IRA Contract must be withdrawn or begun
to be withdrawn generally by April 1 of the calendar year following the year
in which you reach age 70 1/2 and a tax penalty of 50% applies to withdrawals
which should have been made but were not. Complex rules apply to the timing
and calculation of these withdrawals. Other complex rules apply to how rapidly
withdrawals must be made after your death. Generally, if you die before the
required withdrawals have begun, we must make payment of your entire interest
under the Enhanced Contract within five years of the year in which you died or
begin payments under an income annuity allowed by the Code to your beneficiary
over his or her lifetime or over a period not beyond your beneficiary's life
expectancy starting by the December 31 of the year following the year in which
you die. If your spouse is your beneficiary and, if your Enhanced Contract
permits, payments may be made over your spouse's lifetime or over a period not
beyond your spouse's life expectancy starting by the December 31 of the year
in which you would have reached age 70 1/2, if later. If you die after the re-
quired withdrawals have begun, payments must continue to be made at least as
rapidly as under the method of distribution that was used as of the date of
your death. If your beneficiary is your spouse, he or she may elect to con-
tinue the Enhanced Contract as his or her own Enhanced IRA Contract after your
death.

The IRS allows you to aggregate the amount required to be withdrawn from
each IRA contract you own and to withdraw this amount in total from any one or
more of the IRA contracts you own.

Enhanced Unallocated Keogh Contract. Pension and profit-sharing plans
satisfying certain Code provisions are considered to be "Keogh" plans. Complex
rules apply to the establishment and operation of such plans, including the
amounts that may be contributed under them. Excess contributions are subject
to a 10% penalty. Special rules apply to the withdrawal of excess
contributions.

Withdrawals before age 59 1/2 are subject to a 10% tax penalty (this does
not apply to the return of any non-deductible purchase payments). This penalty
does not apply to withdrawals (1) paid to a beneficiary or your estate after
your death; (2) due to your permanent disability (as defined in the Code); (3)
made in substantially equal payments (not less frequently than annually) over
the life or life expectancy of you or you and another person named by you
where such payments begin after separation from service; (4) made to you after
you separate from service with your employer after age 55; or (5) made to you
on account of deductible medical expenses (whether or not you actually itemize
deductions).

Withdrawal of your entire interest under the Enhanced Contract must be made
or begun to be made beginning no later than the April 1 of the calendar year
following the year in which you reach age 70 1/2 or must be made within five
years of the date of your death under rules similar to those described above
for IRAs.

If your benefit under the Keogh plan is worth more than $3,500, the Code
requires that your income annuity protect your spouse if you die before you
receive any payments under the annuity or if you die while payments are being
made. You may waive these requirements with the written consent of your
spouse. Waiving these requirements will cause your monthly benefit to increase
during your lifetime.

Enhanced Non-Qualified Contracts. No limits apply under the Code to the
amount of purchase payments that you may make. Tax on income earned under the
Enhanced Contracts is deferred until it is withdrawn only if you as owner of
the Enhanced Contract are an individual (or under certain other circumstances
specified by the Code). The following discussion assumes that this is the
case.

Withdrawals (other than tax-free exchanges to other non-qualified contracts)
before you are age 59 1/2 are subject to a 10% tax penalty. This penalty does
not apply to withdrawals (1) paid to a beneficiary or your estate

C-PPA-26
<PAGE>

after your death; (2) due to your permanent disability (as defined in the
Code); or (3) made in substantially equal payments (not less frequently than
annually) over the life or life expectancy of you or you and another person
named by you as your beneficiary.

Your Enhanced Non-Qualified Contract may be exchanged for another non-
qualified contract without federal tax consequences if Code requirements are
met. Withdrawals need not be made by a particular age. If you die before
payment of your entire interest in the Enhanced Contract under an income
annuity begins, we must make payment of your entire interest under the
Enhanced Contract within five years of the date of your death or begin
payments under an income annuity allowed by the Code to your beneficiary
within one year of your death. If your spouse is your beneficiary or a co-
owner of the Enhanced Non-Qualified Contract, this rule does not apply. If you
die after income payments begin, payments must continue to be made at least as
rapidly as under the method of distribution that was used at the time of your
death.

The federal tax law treats all non-qualified contracts issued after October
21, 1988 by the same company (or its affiliates) to the same owner during any
one calendar year as one annuity contract. This may result in more income
being taxed to you on withdrawals from the Enhanced Contract made then would
otherwise be the case. Although the law is not clear, the aggregation rule may
also adversely affect the tax treatment of payments received under an income
annuity where the owner has purchased more than one non-qualified annuity
during the same calendar year from the same or an affiliated company after
October 21, 1988, and is not receiving income payments from all annuities at
the same time.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR ENHANCED INCOME ANNUITY?

All purchase payments under the Enhanced Income Annuities, other than pur-
chase payments under Enhanced Non-Qualified Income Annuities and purchase pay-
ments consisting of non-deductible contributions under Enhanced IRA Income An-
nuities, will be on a "before-tax" basis. This means that the purchase payment
was either a reduction from income, entitled you to a tax deduction or was not
subject to current income tax. Because of this, federal income taxes are pay-
able on the full amount of money paid as income payments under the Enhanced
Income Annuity.

The Enhanced Non-Qualified Income Annuities are issued on an "after-tax
basis" so that making a purchase payment does not reduce the taxes you pay.
That portion of any income payment that represents income is taxed when you
receive it, but that portion that represents the purchase payment is not
subject to tax to the extent such purchase payment was previously taxed.

The Enhanced IRA Income Annuities and under some circumstances certain other
Enhanced Income Annuities accept both purchase payments that have entitled you
or the owner to a current tax deduction or to a reduction in taxable income
and those that do not. Taxation of income payments depends on whether or not
you or the owner were entitled to deduct or exclude from income the purchase
payment in compliance with the Code.

All taxable income payments will be subject to Federal income tax
withholding unless the payee elects to have no withholding. The rate of
withholding is as determined by the Code at the time of payment.

Income payments that are allowed before you are age 59 1/2 are generally
subject to an additional 10% tax penalty on the taxable portion of the income
payment. This penalty does not apply to income payments (1) paid to a
beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the penalty section of the Code); (3) made in
substantially equal payments (not less frequently than annually) over the life
or life expectancy of you or you and another person named by you or (4) under
an Enhanced Non-Qualified Income Annuity purchased with a single purchase
payment which provides for substantially equal payments (to be made not less
frequently than annually) commencing no later than one year from the purchase
date. Additionally, under Keogh plans the penalty does not apply to income
payments (1) made to you after you separate from service with your employer
after age 55; (2) made to you on account of deductible medical expenses
(whether or not you actually itemize deductions; or (3) made to an "alternate
payee" under a "qualified domestic relations order" (normally a spouse or ex-
spouse). If you are under age 59 1/2 and you are relying on an Enhanced Income
Annuity to constitute a stream of substantially equal periodic payments to
avoid an additional 10% tax penalty under either section 72(q) or 72(t) of the
Code, there is a possibility that if you make transfers as described earlier
in this Prospectus, the exercise of the transfer provision will cause the
imposition of this tax.

C-PPA-27
<PAGE>

tax rules, but we will make no attempt to mention or explain every single rule
that may be relevant to you. We are not responsible for determining if your
plan or arrangement satisfies the requirements of the Code.

Distributions of your entire interest under the Enhanced IRA and Keogh Income
Annuities must be made beginning no later than the April 1 of the calendar year
following the year on which you reach age 70 1/2 or within five years of the
date of your death and a tax penalty of 50% applies to payments which should
have been made but were not. Complex rules apply to the timing and calculation
of these income payments. Other complex rules apply to how rapidly income
payments must be made after your death. Generally, if you die before income
payments begin under an Enhanced Income Annuity, the Code requires that your
entire interest under the Income Annuity be paid within five years of the year
in which you died. If you die before income payments begin, we will pay your
entire interest under the Income Annuity to your beneficiary in a lump sum
after we receive proof of your death. If you die after income payments begin,
payments must continue to be made in accordance with the income type selected.
The Code requires that payments continue to be made at least as rapidly as
under the method of distribution that was used as of the date of your death. If
your Enhanced Income Annuity is subject to the Retirement Equity Act, your
spouse has certain rights which may be waived with the written consent of your
spouse.

If your benefit under a Keogh plan is worth more than $3,500, the Code
requires that your Enhanced Income Annuity protect your spouse if you die
before you receive any income payments under the Enhanced Income Annuity or if
you die while income payments are being made. You may waive these requirements
with the written consent of your spouse. Waiving these requirements will cause
your initial monthly benefit to increase.

Enhanced Non-Qualified Income Annuities. The following discussion assumes
that you are an individual (or under certain other circumstances specified in
the Code).

Income payments are subject to an "exclusion ratio" which determines how much
of each income payment is a non-taxable return of your purchase payment and how
much is a taxable payment of earnings. Once the total amount treated as a
return of your purchase payment equals the amount of such purchase payment, all
remaining income payments are fully taxable. If you die before the purchase
payment is returned, the unreturned amount is a deduction on your final income
tax return or a deduction to your beneficiary if income payments continue after
your death. We will tell you what your purchase payment was and how much of
each income payment is a non-taxable return of your purchase payment.

If you die before income payments begin, the Code generally requires payment
of your entire interest in the Enhanced Income Annuity be made within five
years of the date of your death. If you die before income payments begin, we
will pay your entire interest under the Income Annuity to your beneficiary in a
lump sum after we receive proof of your death. If you die after income payments
begin, payments must continue to be made at least as rapidly as under the
method of distribution before your death, in accordance with the income type
selected.

C-PPA-28
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

C-PPA-29
<PAGE>

APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

C-PPA-30
<PAGE>

INDEX
<TABLE>
<CAPTION>
C-PPA
<S> <C>
ACCOUNT BALANCE...............................................................6
ACCUMULATION UNIT VALUES....................................................8-9
Calculation.............................................................12-13
ANNUAL CONTRACT FEE.........................................................4,6
ANNUITY TAXES................................................................14
ANNUITY UNITS................................................................18
ASSUMED INVESTMENT RATE......................................................19
AVERAGE ANNUAL TOTAL RETURN..................................................23
CANCELLATION.................................................................21
CHANGE IN ACCUMULATION UNIT VALUE............................................23
CHANGE IN ANNUITY UNIT VALUE.................................................23
CHECK-O-MATIC.............................................................12,22
COMMISSION...................................................................23
CONFIRMATION.................................................................22
CONTRACT YEAR................................................................12
DEATH BENEFIT..............................................................7,17
DESIGNATED OFFICE............................................................11
DISABILITY...................................................................16
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)............................4,6,15
ENHANCED CONTRACTS...........................................................10
ENHANCED INCOME ANNUITIES.................................................17-21
EQUALIZER SM.................................................................24
EQUITY GENERATOR SM ......................................................15,24
ERISA........................................................................21
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................................6,15-17
Certain Purchase Payments..................................................15
Death......................................................................16
Disability: Enhanced Unallocated Keogh Contract............................16
Federal Taxes..............................................................16
Free Corridor--All other Contracts......................................15-16
Free Corridor--Enhanced Unallocated Keogh Contract.........................16
Free Look..................................................................16
Income Annuity.............................................................16
Plan Termination...........................................................16
Preapproved Investment Vehicles--Enhanced Unallocated Keogh Contract.......16
Retirement--Enhanced Contracts.............................................16
Retirement--Enhanced Unallocated Keogh Contract............................16
Separation from Service....................................................16
Systematic Termination--Enhanced Unallocated Keogh Contract................16
Transfers..................................................................15
Transfers from other MetLife Contracts.....................................17
EXPERIENCE FACTOR............................................................13
FIXED INCOME OPTION..........................................................17
FREE CORRIDOR.............................................................15-16
FREE LOOK....................................................................16
GENERAL ADMINISTRATIVE EXPENSES FEE......................................4,6,14
ENHANCED INCOME ANNUITIES.................................................17-21
Administration.............................................................18
Annuity Unit Value.........................................................18
Annuity Taxes..............................................................20
Assumed Investment Rate....................................................19
Contract Fee...............................................................19
Free Look..................................................................21
General Administrative Expenses Fee........................................19
Income Types...............................................................17
Investment Choices.........................................................18
</TABLE>

C-PPA-31
<PAGE>

<TABLE>
<CAPTION>
C-PPA
<S> <C>
Mortality and Expense Risk Fee.............................................19
Joint Life and Survivor/Contingent Survivor Annuity........................20
Joint Life and Survivor/Contingent Survivor Annuity with a Guaranteed Peri-
od........................................................................20
Joint Life and Survivor/Contingent Survivor Refund Annuity.................20
Life Annuity...............................................................20
Life Annuity with a Guaranteed Period......................................20
Life Annuity with Refund...................................................20
Payments for a Guaranteed Period...........................................20
Purchase Payment...........................................................18
Transfers..................................................................19
INCOME OPTIONS
Fixed Income Option........................................................17
Variable Income Option.....................................................17
ENHANCED INDIVIDUAL RETIREMENT ANNUITIES..........10,14,16,17,18,21,25-26,27,28
INVESTMENT CHOICES....................................................4,6,10,11
Aggressive Growth Portfolio............................................4,8,11
Diversified Portfolio..................................................4,8,11
Growth Portfolio.......................................................4,8,11
Income Portfolio.......................................................4,8,11
International Portfolio................................................4,8,11
Stock Index Portfolio..................................................4,8,11
ENHANCED UNALLOCATED KEOGH CONTRACT...10,12,13,16,17,18,19,21,22,23,25,26,27,28
MANAGEMENT FEES............................................................4,11
METROMATIC...................................................................12
MORTALITY AND EXPENSE RISK FEE...........................................4,6,14
ENHANCED NON-QUALIFIED CONTRACT................10,12,16,17,18,21,24,25,26,27,28
PERFORMANCE..................................................................23
PLAN TERMINATION.............................................................16
PURCHASE PAYMENTS (CONTRIBUTIONS).......................................6,11-12
REBALANCER SM................................................................13
RETIREMENT...................................................................16
SALES LOAD.................................................................4,15
SALES REPRESENTATIVES........................................................23
SEPARATE ACCOUNT...........................................................6,10
SEPARATION FROM SERVICE......................................................16
SUMMARY.....................................................................6-7
SYSTEMATIC TERMINATION.......................................................16
SYSTEMATIC WITHDRAWAL INCOME PROGRAM...................................12,14,22
TAXES.....................................................................24-28
General--all markets....................................................24-25
Enhanced IRA Contracts............................................25-26,27,28
Enhanced Unallocated Keogh Contracts..............................25,26,27,28
Enhanced Non-Qualified Contracts...............................24,25,26,27,28
TELEPHONE REQUESTS........................................................13,19
TOTAL OPERATING EXPENSES......................................................4
TRANSFERS..................................................................6,13
VALUATION PERIOD..........................................................12-13
VOTING RIGHTS.............................................................22-23
WITHDRAWALS..................................................................13
YIELD.....................................................................23-24
</TABLE>

C-PPA-32
<PAGE>

REQUEST FOR A STATEMENT OF
ADDITIONAL INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc.

[_] I have changed my address. My CURRENT address is:

Name:
- ------------------------- ----------------------------------------------
(Contract Number)
Address:
----------------------------------------------

- ------------------------- ----------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY
ATTN: MICHELLE FOX
RETIREMENT AND SAVINGS CENTER
72 EAGLE ROCK AVENUE
EAST HANOVER, NJ 07936

<PAGE>

Preference Plus(R) Account
Prospectus
Enhanced Contracts and
Enhanced Income Annuities

May 1, 1995

[LOGO OF METLIFE(R) APPEARS HERE]
Retirement & Savings Center

If you need further information, please
contact your sales representative
or call toll free:

1-800-553-4459

Mailer Prospectus (0595) Printed in U.S.A.
9404406 (0495)
<PAGE>

Enhanced Preference Plus(R) Prospectus

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

May 1, 1995

[LOGO OF METLIFE(R) APPEARS HERE]
Retirement & Savings Center
<PAGE>

Financial Freedom Account Prospectus

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

May 1, 1995

[LOGO OF METLIFE(R) APPEARS HERE]
Retirement & Savings Center
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

ENHANCED TSA, ENHANCED NON-QUALIFIED AND ENHANCED 403(A) PREFERENCE PLUS AND
FINANCIAL FREEDOM ACCOUNT
GROUP ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes group Enhanced TSA, Enhanced Non-Qualified and
Enhanced 403(a) Preference Plus and Financial Freedom Account Contracts
("Enhanced Preference Plus Contracts", "FFA Contracts" or collectively
"Contracts") and group Enhanced TSA, Enhanced Non-Qualified and Enhanced
403(a) Preference Plus and Financial Freedom Account Income Annuities
("Enhanced Preference Plus Income Annuities" or "FFA Income Annuities" or
collectively "Income Annuities").

The Enhanced Non-Qualified Preference Plus and FFA Contracts and Enhanced-
Non-Qualified Preference Plus and FFA Income Annuities for Section 457(e)(11)
severance and death benefit plans have special tax risks. See "Special Tax
Considerations for Non-Qualified Contract for Section 457(e)(11) Severance and
Death Benefit Plans", page FFA-36 and "Special Tax Considerations for Non-
Qualified Income Annuity for Section 457(e)(11) Severance and Death Benefit
Plans", page FFA-39. These Contracts and Income Annuities are no longer
currently offered for purchase.

Group Contracts and Income Annuities may only be purchased through your
employer, or a group, association or trust of which you are a member or
participant or by a trust for the benefit of independent contractors or
employees of the grantor of the trust.

You decide where your purchase payments are directed. The choices depend on
what is available under your Contract and may include the Fixed Interest
Account, and, through Metropolitan Life Separate Account E, the Income,
Diversified, Stock Index, Growth, Aggressive Growth and International Stock
Portfolios of the Metropolitan Series Fund, Inc. ("Metropolitan Fund"), the
Calvert Responsibly Invested Balanced Portfolio (formerly known as Calvert
Socially Responsible Series) ("Calvert Balanced Portfolio") and Calvert
Capital Accumulation Portfolio ("Calvert Capital Accumulation") of the Acacia
Capital Corporation and the Money Market, Equity-Income, Growth and Overseas
Portfolios of the Variable Insurance Products Fund and the Investment Grade
Bond and Asset Manager Portfolios of the Variable Insurance Products Fund II
("Fidelity Funds").

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus. The Prospectuses for the Calvert Balanced Portfolio, Calvert
Capital Accumulation and the Fidelity Funds are delivered separately.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, AND ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR CALVERT
BALANCED PORTFOLIO, CALVERT CAPITAL ACCUMULATION PORTFOLIO AND BOTH OF THE
FIDELITY FUNDS, WHERE APPLICABLE, WHICH CONTAIN ADDITIONAL INFORMATION AND
WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth concisely information about the Contracts and
Income Annuities and Separate Account E that you should know before investing.
Additional information about the Contracts and Income Annuities and Separate
Account E has been filed with the Securities and Exchange Commission in a
Statement of Additional Information which is incorporated herein by reference
and which is available upon request without charge from Metropolitan Life
Insurance Company, Retirement and Savings Center, 72 Eagle Rock Avenue, East
Hanover, NJ 07936, Attention: Michelle Fox. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center. The table of contents of the
Statement of Additional Information appears on page FFA-40.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1995.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
INDEX OF SPECIAL TERMS.................................................. FFA- 4
TABLES OF EXPENSES...................................................... FFA- 5
SUMMARY................................................................. FFA-10
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION BY CONTRACT....... FFA-12
FINANCIAL STATEMENTS.................................................... FFA-15
OUR COMPANY AND THE SEPARATE ACCOUNT.................................... FFA-16
Who Is MetLife?....................................................... FFA-16
What Is The Separate Account?......................................... FFA-16
THE CONTRACTS DESCRIBED IN THIS PROSPECTUS.............................. FFA-16
What Are The Contracts?............................................... FFA-16
May the Contracts be Affected by Your Retirement Plan?................ FFA-16
YOUR INVESTMENT CHOICES................................................. FFA-16
What Are The Investment Choices And How Do We Provide Them?........... FFA-16
PURCHASE PAYMENTS....................................................... FFA-19
Are There Special Rules Concerning The First Payment And Other Admin-
istrative Details That You Should Know?.............................. FFA-19
How Small Or Large Can Your Purchase Payment Be?...................... FFA-19
How Are Purchase Payments Allocated?.................................. FFA-20
Are There Any Limits On Subsequent Purchase Payments?................. FFA-20
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............... FFA-20
What Is An Accumulation Unit Value?................................... FFA-20
How Is An Accumulation Unit Value Calculated?......................... FFA-20
WITHDRAWALS AND TRANSFERS............................................... FFA-20
Can You Make Withdrawals And Transfers?............................... FFA-20
When Will We Make Withdrawals Or Transfers?........................... FFA-21
Will We Make Payments Directly To Other Investments On A Tax-free Ba-
sis?................................................................. FFA-22
What Restrictions Apply To Texas Optional Retirement Program Partici-
pants?............................................................... FFA-21
What Restrictions Apply To TSA Contracts?............................. FFA-21
Can You Make Transfers By Telephone?.................................. FFA-21
Can You Make Systematic Withdrawals?.................................. FFA-21
From What Investments Divisions Will Withdrawals Be Made For SWIP Pay-
ments?............................................................... FFA-22
Will You Pay An Early Withdrawal Charge (Sales Load) When You Receive
A SWIP Payment?...................................................... FFA-22
DEDUCTIONS AND CHARGES.................................................. FFA-22
Are There Annual Contract Charges?.................................... FFA-22
What Are Charges For General Administrative Expenses And Mortality And
Expense Risks And How Much Are They?................................. FFA-22
Are There Deductions For Annuity Taxes And When Are They Paid?........ FFA-22
What Is The Early Withdrawal Charge (Sales Load)?..................... FFA-22
What Is The Early Withdrawal Charge For The Enhanced TSA and Enhanced
403(a) Preference Plus Contracts?.................................... FFA-22
What is the Early Withdrawal Charge for Enhanced Non-Qualified Prefer-
ence Plus and FFA Contracts?......................................... FFA-23
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................................ FFA-23
Can You Make Withdrawals Or Transfers From the Enhanced TSA and En-
hanced 403(a) Preference Plus Contracts Without Early Withdrawal
Charges?............................................................. FFA-23
DEATH BENEFIT........................................................... FFA-24
What Is The Death Benefit?............................................ FFA-24
When And To Whom Will The Death Benefit Be Paid?...................... FFA-25
INCOME OPTIONS.......................................................... FFA-25
Can MetLife Provide You With An Income Guaranteed For Life Or For A
Wide Choice Of Other Periods?........................................ FFA-25
What Types Of Income Options Are Available?........................... FFA-25
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS........................... FFA-25
What Are Income Annuities?............................................ FFA-25
May The Income Annuity Be affected By Your Retirement Plan?........... FFA-25
What Are The Investment Choices?...................................... FFA-25
ADMINISTRATION.......................................................... FFA-26
What Administrative Details Should You Know?.......................... FFA-26
How Small Or Large Can Your Purchase Payment Be?...................... FFA-26
How is the Purchase Payment Allocated?................................ FFA-26
</TABLE>

FFA-2
<PAGE>

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS....................... FFA-26
What Is An Annuity Unit Value?........................................ FFA-26
How Is An Annuity Unit Value Calculated?.............................. FFA-26
How Is A Variable Income Payment Determined And What Is The AIR?...... FFA-26
When Are Variable Income Payments Determined And How Often Will They
Change?.............................................................. FFA-27
TRANSFERS............................................................... FFA-27
Can You Make Transfers?............................................... FFA-27
When Will We Make Transfers?.......................................... FFA-27
Can You Make Transfers By Telephone?.................................. FFA-27
DEDUCTIONS AND CHARGES.................................................. FFA-27
What Is The Contract Fee?............................................. FFA-27
What Are Charges For General Administrative Expenses And Mortality And
Expense Risks And How Much Are They?................................. FFA-27
Are There Deductions For Annuity Taxes?............................... FFA-27
What Variable Income Types Are Available?............................. FFA-27
Is there a Free Look?................................................. FFA-28
OTHER CONTRACT AND INCOME ANNUITY PROVISIONS............................ FFA-28
Can We Cancel Your Contract or Income Annuity?........................ FFA-28
Are There Special Provisions That Apply If You Are A Participant In A
Plan Subject To ERISA?............................................... FFA-28
When Are Requests Effective?.......................................... FFA-29
Will We Confirm Your Transactions?.................................... FFA-29
Can MetLife Change The Provisions Of Your Contract or Income Annuity?. FFA-29
What Are Your Voting Rights Regarding Portfolio Shares?............... FFA-30
Can Your Voting Instructions Be Disregarded?.......................... FFA-30
Who Sells Your Contract or Income Annuity And Do You Pay A Commission
On The Purchase Of Your Contract or Income Annuity?.................. FFA-30
Does MetLife Advertise The Performance Of The Separate Account?....... FFA-31
TAXES................................................................... FFA-32
General............................................................... FFA-32
How Do Federal Income Taxes Affect Your Contract?..................... FFA-32
How Do Federal Income Taxes Affect Your Income Annuity?............... FFA-37
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............ FFA-40
APPENDIX................................................................ FFA-41
</TABLE>

FFA-3
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- ------
<S> <C>
Account Balance.......................................................... FFA-10
Accumulation Units....................................................... FFA-20
Annuity Units............................................................ FFA-26
Assumed Investment Rate.................................................. FFA-26
Contract Year............................................................ FFA-19
Contracts................................................................ FFA- 1
Designated Office........................................................ FFA-19
Early Withdrawal Charge.................................................. FFA-22
Enhanced Preference Plus Contracts....................................... FFA- 1
Enhanced Preference Plus Income Annuities................................ FFA- 1
Experience Factor........................................................ FFA-20
Financial Freedom Account Contracts...................................... FFA- 1
Financial Freedom Account Income Annuities............................... FFA- 1
Free Corridor............................................................ FFA-23
Income Annuities......................................................... FFA- 1
Separate Account......................................................... FFA-10
Systematic Termination................................................... FFA-24
Systematic Withdrawal Income Program..................................... FFA-21
Valuation Period......................................................... FFA-20
</TABLE>

FFA-4
<PAGE>

TABLE OF EXPENSES--ENHANCED TSA, ENHANCED NON-QUALIFIED AND ENHANCED 403(A)
PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account, Metropolitan Fund, Calvert
Balanced Portfolio, Calvert Capital Accumulation Portfolio and Fidelity Funds
expenses for the fiscal year ending December 31, 1994:

<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases................................... None
Deferred Sales Load............................................... From 0% to
(as a percentage of the purchase payment funding the withdrawal 7%(a)
during the accumulation period)
Exchange Fee...................................................... None
Surrender Fee..................................................... None
ANNUAL CONTRACT FEE................................................ None
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Fee............................... .20%(b)
Mortality and Expense Risk Fee.................................... .75%(b)
Total Separate Account Annual Expenses............................ .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(C) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio.................................. .25 .10 .35
Diversified Portfolio............................. .25 .07 .32
Stock Index Portfolio............................. .25 .08 .33
Growth Portfolio.................................. .25 .07 .32
Aggressive Growth Portfolio....................... .75 .07 .82
International Stock Portfolio..................... .75 .29* 1.04
</TABLE>
* Includes .14 in taxes.

<TABLE>
<S> <C> <C> <C>
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
.70 .10 .80
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL EX-
PENSES
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
.90 .05 .95
FIDELITY FUNDS ANNUAL EXPENSES
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
Equity-Income Portfolio............................. .52 .06 .58*
Growth Portfolio.................................... .62 .07 .69*
Overseas Portfolio.................................. .77 .15 .92
Investment Grade Bond Portfolio..................... .46 .21 .67
Asset Manager Portfolio............................. .72 .08 .80*
</TABLE>
- -------
* After reduction of expenses.

FFA-5
<PAGE>

EXAMPLE
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $76 $86 $98 $158
Diversified Division........................ 76 85 96 154
Stock Index Division........................ 76 85 97 155
Growth Division............................. 76 85 96 154
Aggressive Growth Division.................. 81 101 123 210
International Stock Division................ 83 108 135 233
Calvert Responsibly Invested Balanced Divi-
sion....................................... 81 100 122 208
Calvert Capital Accumulation Division....... 82 105 130 224
Fidelity Equity-Income Division............. 78 93 110 183
Fidelity Growth Division.................... 80 97 116 196
Fidelity Overseas Division.................. 82 104 128 221
Fidelity Investment Grade Bond Division..... 79 96 115 193
Fidelity Asset Manager Division............. 81 100 122 208
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(d):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $13 $41 $72 $158
Diversified Division........................ 13 41 70 154
Stock Index Division........................ 13 41 71 155
Growth Division............................. 13 41 70 154
Aggressive Growth Division.................. 18 56 97 210
International Stock Division................ 20 63 108 233
Calvert Responsibly Invested Balanced Divi-
sion....................................... 18 56 96 208
Calvert Capital Accumulation Division....... 19 60 104 224
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 59 102 221
Fidelity Investment Grade Bond Division..... 17 51 89 193
Fidelity Asset Manager Division............. 18 56 96 208
</TABLE>

FFA-6
<PAGE>

TABLE OF EXPENSES--FFA CONTRACTS AND INCOME ANNUITIES

<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVI-
SIONS CURRENTLY OFFERED
Sales Load Imposed on Purchases.............................. None
Deferred Sales Load.......................................... None
Exchange Fee................................................. None
Surrender Fee................................................ None
ANNUAL CONTRACT FEE........................................... None
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Fee......................... .20%(b)
Mortality and Expense Risk Fee.............................. .75%(b)
Total Separate Account Annual Expenses...................... .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees
Stock Index Portfolio...................................... .25
Other Expenses(c)........................................... .08
Total....................................................... .33
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees............................................. .70
Other....................................................... .10
Total....................................................... .80
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees............................................. .90
Other....................................................... .05
Total....................................................... .95
FIDELITY FUNDS ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>

<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
Money Market Portfolio.............................. .20 .07 .27
Equity-Income Portfolio............................. .52 .06 .58*
Growth Portfolio.................................... .62 .07 .69*
Overseas Portfolio.................................. .77 .15 .92
Investment Grade Bond Portfolio..................... .46 .21 .67
Asset Manager Portfolio............................. .72 .08 .80*
</TABLE>
- -------
* After reduction of expenses.

FFA-7
<PAGE>

EXAMPLE
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Stock Index Division........................ $13 $41 $71 $155
Calvert Responsibly Invested Balanced Divi-
sion........................................ 18 56 96 208
Calvert Capital Accumulation Division....... 19 60 104 224
Fidelity Money Market Division.............. 13 39 67 148
Fidelity Equity Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 59 102 221
Fidelity Investment Grade Bond Division..... 17 51 89 193
Fidelity Asset Manager Division............. 18 56 96 208
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(d):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Stock Index Division........................ $13 $41 $71 $155
Calvert Responsibly Invested Balanced Divi-
sion........................................ 18 56 96 208
Calvert Capital Accumulation Division....... 19 60 104 224
Fidelity Money Market Division.............. 13 39 67 148
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 59 102 221
Fidelity Investment Grade Bond Division..... 17 51 89 193
Fidelity Asset Manager Division............. 18 56 96 208
</TABLE>

- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges", page
FFA-22) does not apply to 10% or 20% of the Account Balance. Under certain
other circumstances, the deferred sales load does not apply at all. There
is no deferred sales load imposed under the Enhanced Non-Qualified
Preference Plus Contract.
(b) Although total Separate Account annual expenses will not exceed .95% of
average account values during the year, the allocation of these expenses
between general administrative expenses and mortality and expense risk
fees is only an estimate. (See "Deductions and Charges", page FFA-22.)
(c) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.
(d) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges", page FFA-23).

The purpose of the above tables is to assist you in understanding the
various costs and expenses that you will bear directly or indirectly. The
tables reflect expenses of the Separate Account, the Metropolitan Fund, the
Calvert Balanced Portfolio, Calvert Capital Accumulation Portfolio and the
Fidelity Funds. They assume that there are no other transactions. The Example
is intended for illustrative purposes only; it should not be considered a
representation of past or future expenses. Actual expenses may be higher or
lower than those shown. Annuity taxes are not reflected in the tables.

Shareholders of the Calvert Capital Accumulation Portfolio approved a new
investment advisory agreement for that Portfolio on January 25, 1995. The
tables above have been restated to reflect anticipated expenses for 1995, due
to the change in investment advisors and the administrative services contract.
Management and advisory expenses for the Calvert Capital Accumulation
Portfolio include an administrative service fee of .10% paid to an affiliate
of Calvert. Shareholders of the Calvert Balanced Portfolio approved new
investment management and sub-investment management agreements for that
Portfolio on April 20, 1995.

FFA-8
<PAGE>

Several of the Fidelity Portfolios participate in directed brokerage
arrangements. See '"FMR and its Affiliates" in the Fidelity Funds Prospectus.
A portion of the brokerage commissions paid by the Fidelity Equity-Income,
Growth, and Asset Manager Portfolios was used to reduce the respective
expenses of those Portfolios. Without this reduction, total annual expenses
would have been .60% for the Equity-Income Portfolio, .70% for the Growth
Portfolio and .81% for the Asset Manager Portfolio. Each Fidelity Funds
Portfolio has adopted a Distribution and Service Plan under Rule 12b-1 under
the Investment Company Act of 1940 (the "1940 Act"). No separate payments are
authorized to be made by the Fidelity Funds Portfolios under these plans.
Rather, the plans recognize that Fidelity Management & Research Company
("FMR") may use its management fee or other resources to pay expenses
associated with activities primarily intended to result in the sale of the
Fidelity Funds Portfolios' shares. These plans also provide that FMR may make
payments from these sources to third parties, although the boards of directors
of the Fidelity Funds have not authorized these payments to date. See
"Deductions and Charges", page FFA-22, for a more detailed description of the
charges and expenses imposed upon the assets in the Separate Account.

FFA-9
<PAGE>

SUMMARY
...............................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

This Prospectus describes variable accumulation and income annuity contracts
issued by Metropolitan Life Insurance Company ("MetLife," "we," "us" or
"our"). The term "Contracts" and "Income Annuities" also includes certificates
issued under certain group arrangements. Income Annuities are described
separately beginning on page FFA-25. "You" as used in this Prospectus means
the participant or annuitant for whom money is invested in a Contract or
Income Annuity. Under the Contracts and Income Annuities issued for (S)457(f)
deferred compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans and (S)457(e)(11) severance and death benefit plans, the
trustee or the employer retains all rights to control the money under the
Contract or Income Annuity. Under several Contracts and Income Annuities
issued for (S)403(b) tax sheltered annuities, the employer retains all rights
to control the money under the Contract and Income Annuity. For these
Contracts and Income Annuities, where we refer to giving instructions or
making payments to us, "you" means such trustee or employer.

INVESTMENT CHOICES (PAGES FFA 16-19)

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page FFA-20, for a description of
accumulation units and how these values are determined based upon investment
performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES FFA 16-19. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN
THE BACK OF THIS PROSPECTUS AND THE CALVERT RESPONSIBLY INVESTED BALANCED
PORTFOLIO, CALVERT CAPITAL ACCUMULATION PORTFOLIO AND FIDELITY VARIABLE
INSURANCE PRODUCTS FUNDS PROSPECTUSES, WHICH ARE DELIVERED SEPARATELY.

TAXES (PAGES FFA 32-37)

PURCHASE PAYMENTS; TRANSFERS (PAGES FFA 19-20; FFA 20-22)

DEDUCTIONS AND CHARGES (PAGES FFA 22-23)

Your Contract is subject to various charges.

Annual Contract Fees: There is no annual Contract fee. (There is a $20
annual Contract fee imposed on certain Fixed Interest Account balances.)

General Administrative Expenses and Mortality and Expense Risks: .95% on an
annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received. (THERE IS NO
EARLY WITHDRAWAL CHARGE FOR FINANCIAL FREEDOM ACCOUNT AND ENHANCED NON-
QUALIFIED PREFERENCE PLUS CONTRACTS.)

Metropolitan Series Fund, Inc.: Management fees and other expenses.

Calvert Responsibly Invested Balanced Portfolio: Management fees and other
expenses.

Calvert Capital Accumulation Portfolio: Management fees and other expenses.

Fidelity Variable Insurance Products Funds: Management fees and other
expenses.

FFA-10
<PAGE>

...............................................................
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES FFA 23-24)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

Withdrawals or transfers without a charge for All Markets:

Item 1--Transfers among investment divisions or to the Fixed Interest
Account.

Item 2--Withdrawals that represent purchase payments made over seven
years ago.

Item 3--Free Corridor

Item 4--"Free Look"

Item 5--Certain Income Annuities

Item 6--Death Benefit

Item 7--Mandated Withdrawals under Federal law

Item 8--Systematic Termination

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

Item 15--Pre-Approved Plan Provision

DEATH BENEFIT (PAGES FFA 24-25)

Each Contract (other than the Enhanced Non-Qualified Preference Plus
Contract) offers a death benefit that guarantees certain payments in case of
your death even if account values have fallen below that amount.

INCOME ANNUITIES (PAGE FFA 25)

FFA-11
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION BY CONTRACT

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
NUMBER OF
ENHANCED TSA, ENHANCED ACCUMULATION ACCUMULATION
NON-QUALIFIED AND ENHANCED UNIT VALUE ACCUMULATION UNITS
403(A) BEGINNING OF UNIT VALUE END OF YEAR
PREFERENCE PLUS CONTRACTS(A) YEAR YEAR END OF YEAR (IN THOUSANDS)
---------------------------- ---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Income Division 1994 $25.83 $24.79 155
1993 23.43 25.83 111
1992 22.12 23.43 51
1991 19.02 22.12 3
1990 17.91(b) 19.02 0
Diversified Division 1994 20.51 19.69 241
1993 18.36 20.51 125
1992 16.93 18.36 28
1991 13.68 16.93 3
1990 14.34(b) 13.68 0
Stock Index Division 1994 15.04 15.07 631
1993 13.86 15.04 507
1992 13.02 13.86 260
1991 10.13 13.02 0
1990 10.85(b) 10.13 0
Growth Division 1994 30.85 29.57 197
1993 27.22 30.85 123
1992 24.63 27.22 47
1991 18.67 24.63 7
1990 21.66(b) 18.67 0
Aggressive Growth Division 1994 27.05 26.29 625
1993 22.26 27.05 358
1992 20.37 22.26 134
1991 12.35 20.37 7
1990 14.85(b) 12.35 0
International Stock Division 1994 13.84 14.40 558
1993 9.45 13.84 191
1992 10.63 9.45 50
1991 10.00(c) 10.63 4
Calvert Responsibly Invested
Balanced
Division 1994 12.43 11.91 90
1993 11.62 12.43 66
1992 10.90 11.62 27
1991 10.00(d) 10.90 2
Calvert Capital Accumulation
Division 1994 12.81 11.43 2
1993 12.03 12.81 1
1992 10.78(e) 12.03 0
</TABLE>

FFA-12
<PAGE>

[CHART 3A]

<TABLE>
<CAPTION>
NUMBER OF
ENHANCED TSA, ENHANCED ACCUMULATION ACCUMULATION
NON-QUALIFIED AND ENHANCED UNIT VALUE ACCUMULATION UNITS
403(A) BEGINNING OF UNIT VALUE END OF YEAR
PREFERENCE PLUS CONTRACTS(A) YEAR YEAR END OF YEAR (IN THOUSANDS)
---------------------------- ---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Fidelity Money Market
Division(f) 1994 10.72 11.02 12
1993 10.50 10.72 0
1992 10.33 10.50 0
Fidelity Equity-Income Divi-
sion 1994 15.02 15.84 513
1993 12.83 15.02 195
1992 11.75(e) 12.83 27
Fidelity Growth Division 1994 15.87 15.72 641
1993 13.43 15.87 290
1992 12.05(e) 13.43 93
Fidelity Overseas Division 1994 13.10 13.20 93
1993 9.63 13.10 27
1992 11.22(e) 9.63 4
Fidelity Investment Grade Bond
Division 1994 12.77 12.17 24
1993 11.62 12.77 7
1992 10.99(e) 11.62 1
Fidelity Asset Manager Divi-
sion 1994 14.32 13.32 728
1993 11.94 14.32 292
1992 11.23(e) 11.94 81
</TABLE>

FFA-13
<PAGE>

[CHART 3B]

<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE ACCUMULATION UNITS
FINANCIAL FREEDOM BEGINNING OF UNIT VALUE END OF YEAR
ACCOUNT CONTRACTS YEAR YEAR END OF YEAR (IN THOUSANDS)
----------------- ---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Stock Index Division 1994 12.83 12.86 226
1993 11.82 12.83 150
1992 11.11 11.82 1,999
1991 10.00(c) 11.11 2,181
Calvert Responsibly In-
vested Balanced Divi-
sion 1994 12.45 11.93 56
1993 11.63 12.45 35
1992 10.91 11.63 22
1991 10.00(c) 10.91 0
Calvert Capital Accumu-
lation Division 1994 12.81 11.43 44
1993 12.03 12.81 29
1992 10.67 12.03 16
1991 10.00(c) 10.67 0
Fidelity Money Market
Division 1994 10.72 11.02 26
1993 10.50 10.72 19
1992 10.22 10.50 12
1991 10.00(c) 10.22 1,146
Fidelity Equity-Income
Division 1994 15.02 15.84 270
1993 12.83 15.02 165
1992 11.07 12.83 66
1991 10.00(c) 11.07 4
Fidelity Growth Division 1994 15.87 15.72 508
1993 13.43 15.87 317
1992 12.40 13.43 136
1991 10.00(c) 12.40 30
Fidelity Overseas Divi-
sion 1994 13.10 13.20 197
1993 9.63 13.10 98
1992 10.89 9.63 24
1991 10.00(c) 10.89 4
</TABLE>

FFA-14
<PAGE>

- -------
(a) Not all investment divisions are offered under the various Enhanced
Preference Plus Contracts. See "Your Investment Choices", page FFA-16.
(b) Inception Date July 2, 1990.
(c) Inception Date July 1, 1991. Sales commenced for Enhanced Non-Qualified
Preference Plus Contracts in 1991.
(d) Inception Date May 1, 1991.
(e) Inception Date May 1, 1992.
(f) No longer offered under the Enhanced Preference Plus Contracts

[CHART #4 FFA]

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from
MetLife.

FFA-15
<PAGE>

OUR COMPANY AND THE SEPARATE ACCOUNT
...............................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

We organized the Separate Account on September 27, 1983. It is an investment
account that we maintain separate from our other assets. It is registered with
the Securities and Exchange Commission as a unit investment trust under the
1940 Act. All income, gains and losses, whether or not realized, from the
Separate Account's assets are credited to or charged against the Separate
Account, without regard to our other business. In other words, the Separate
Account's assets are solely for the benefit of those who invest in the
Separate Account and no one else, including our creditors. Our obligation to
honor all of our promises under the Contracts and Income Annuities is not
limited by the amount of assets in the Separate Account.

THE CONTRACTS DESCRIBED IN THIS PROSPECTUS
...............................................................................

WHAT ARE THE CONTRACTS?

We offer many types of Contracts to meet your needs. These Contracts include
Tax Sheltered Annuities (TSAs) under (S)403(b) of the Internal Revenue Code
("Code"), Qualified Annuity Plans (403(a)) under (S)403(a) and Tax Deferred
Annuities (Non-Qualified) under (S)72 for (S)457(f) deferred compensation
plans, (S)451 deferred fee arrangements, (S)451 deferred compensation plans
and (S)457(e)(11) severance and death benefit plans. These are group Contracts
offered to an employer, association, trust or other group for its employees,
members, participants or independent contractors or employees of the grantor
of the trust. These Contracts may be issued to a bank which does nothing but
hold them as contractholder. Enhanced Non-Qualified Contracts for Section
457(e)(11) severance and death benefit plans are no longer currently offered
for purchase.

This Prospectus covers two categories of Contracts: certain Enhanced
Preference Plus Contracts and FFA Contracts (the latter being available only
to a limited number of TSA plans, (S)403(a) plans, (S)457(f) deferred
compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans and (S)457(e)(11) severance and death benefit plans). Make
sure you read the descriptions that apply to your Contract. The Contracts have
a reduced mortality and expense risk charge as a result of reduced
administration expenses. Differences between the Contracts include what
investment choices are available, what rights you have to withdraw or transfer
money, and a number of other features.

The following sections of this Prospectus will describe in more detail the
investment options, minimum and maximum purchase payments, how the value of
your Contract is determined, withdrawal and transfer rights, death benefits,
charges and expenses, income options and many other important features. It
will occasionally refer to the Fixed Interest Account. However, this
Prospectus does not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the
Contract may provide that all or some of your rights as described in this
Prospectus are subject to the terms of the plan. You should consult the plan
document to determine whether there are any provisions under your plan which
may limit or affect the exercise of your rights under the Contract. Rights
that may be affected include those concerning purchase payments, withdrawals,
transfers, the death benefit and income annuity types. For example, if part of
your Account Balance represents non-vested employer contributions, you may not
be permitted to withdraw these amounts and the early withdrawal charge
calculations may not include all or part of the employer contributions. The
Contract may provide that a plan administrative fee will be paid by making a
withdrawal from your Account Balance. The Contract may require that you or
your beneficiary obtain a signed authorization from your employer or plan
administrator to exercise certain rights. Your Contract will indicate under
what circumstances this is the case. We may rely on your employer's or plan
administrator's statements to us as to the terms of the plan or your
entitlement to any amounts. We will not be responsible for determining what
your plan says.

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new

FFA-16
<PAGE>

investments for the Enhanced Preference Plus Contracts are the Income,
Diversified, Growth, Aggressive Growth, Stock Index, International Stock,
Calvert Responsibly Invested Balanced Division and Calvert Capital Accumulation
Divisions. Available in some cases for the Enhanced Preference Plus Contracts
are the Fidelity Equity-Income, Growth, Overseas, Investment Grade Bond and
Asset Manager Divisions. Divisions available for the FFA Contracts are the
Stock Index Division, both Calvert Divisions and the five Fidelity Divisions
and the Fidelity Money Market Division. Your employer, association or group may
have limited the number of available divisions. Your Contract will indicate
what divisions were available to you when we issued it. We may add or eliminate
divisions for some or all persons.

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund, the Acacia Capital
Corporation, and the Fidelity Funds as shown on page 1. No sales or redemption
charges apply to our purchase or sale through the Separate Account of these
mutual fund shares. These mutual funds are available only through the purchase
of annuities and life insurance policies and are never sold directly to the
public. These mutual funds are "series" types of funds registered with the
Securities and Exchange Commission as "diversified open-end management
investment companies" under the 1940 Act. Each division invests in shares of a
comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

Diversified Portfolio: To achieve a high total return while attempting to limit
investment risk and preserve capital by investing in equity securities, fixed-
income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research & Management
Company (a subsidiary of ours).

International Stock Portfolio: To achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.

Calvert Capital Accumulation Portfolio: To achieve long-term capital
appreciation by investing primarily in a non-diversified portfolio of equity
securities of small-to-mid-sized companies.

Fidelity's Money Market Portfolio: To achieve as high a level of current income
as is consistent with preserving capital and providing liquidity.

Fidelity's Equity-Income Portfolio: To achieve reasonable income by investing
primarily in income-producing equity securities.

Fidelity's Growth Portfolio: To achieve capital appreciation.

Fidelity's Overseas Portfolio: To achieve long-term growth of capital primarily
through investments in foreign securities.

Fidelity's Investment Grade Bond Portfolio: To achieve as high a level of
current income as is consistent with the preservation of capital by investing
in a broad range of investment-grade fixed-income securities.

Fidelity's Asset Manager Portfolio: To achieve high total return with reduced
risk over the long-term by allocating its assets among domestic and foreign
stocks, bonds and short-term fixed-income instruments.

FFA-17
<PAGE>

value of the aggregate net assets of the portfolio (except that the Aggressive
Growth and International Stock Portfolios pay a fee of .75% of the average
daily value of its aggregate net assets). For providing us with sub-investment
management services, according to a contract between us and State Street
Research & Management Company ("State Street Research"), one of our
subsidiaries, we pay fees to State Street Research for the Growth, Income,
Diversified and Aggressive Growth Portfolios. For providing us with sub-
investment management services, according to a contract between us and GFM
International Investors, Ltd. ("GFM"), our subsidiary, we pay fees to GFM for
the International Stock Portfolio. Sub-investment management fees are solely
our responsibility, not that of the Metropolitan Fund.

Similarly, the Calvert Balanced Portfolio pays Calvert, the Calvert Balanced
Portfolio's investment adviser, a base monthly investment advisory fee
equivalent to an annual rate of .70% of the first $500 million of the average
daily net assets of the Calvert Balanced Portfolio, .65% of the next $500
million and .60% of the remainder. In addition, beginning on July 1, 1996,
Calvert Balanced Portfolio will pay Calvert a performance fee adjustment based
on the extent to which performance of the Calvert Balanced Portfolio exceeds
or trails the Lipper Balanced Funds Index as follows:

<TABLE>
<CAPTION>
PERFORMANCE PERFORMANCE
VERSUS THE FEE
LIPPER BALANCED FUNDS INDEX ADJUSTMENT
- --------------------------- -----------
<S> <C>
at least 6%, but less than 12%...................................... .05%
at least 12%, but less than 18%..................................... .10%
more than 18%....................................................... .15%
</TABLE>

Calvert Capital Accumulation pays Calvert, Calvert Capital Accumulation's
investment advisor, a monthly investment advisory fee equivalent to an annual
rate of .80% of the Portfolio's average daily net assets. In addition,
beginning in February 1997, Calvert Capital Accumulation will pay Calvert a
performance fee adjustment based on the extent to which performance of Calvert
Capital Accumulation Portfolio exceeds or trails the Standard & Poor's 400
Mid-Cap Index (S&P 400 Mid-Cap Index) as follows:

<TABLE>
<CAPTION>
PERFORMANCE
PERFORMANCE VERSUS THE FEE
S&P 400 MID-CAP INDEX ADJUSTMENT
- ---------------------- -----------
<S> <C>
less than 10%....................................................... 0.00%
at least 10%, but less than 25%..................................... 0.01%
at least 25%, but less than 40%..................................... 0.03%
40% or more......................................................... 0.05%
</TABLE>

Calvert will initially pay sub-investment advisory fees to Apodaca Johnston
Capital Management, Inc., Brown Capital Management, Inc. and Fortaleza Asset
Management, Inc. and will later also pay sub-investment advisory fees to Lee
Asset Management Company, New Amsterdam Partners, L.P., Seneca, Inc. and
Sturdivant & Co., Inc. The base sub-investment advisory fee of .25% of average
daily net assets is solely the responsibility of Calvert, not Calvert Capital
Accumulation. In addition, beginning in February 1997, Calvert Capital
Accumulation will pay the initial three sub-advisors a performance fee
adjustment based on the extent to which performance of Calvert Capital
Accumulation Portfolio exceeds or trails the indices noted as follows:

<TABLE>
<CAPTION>
PERFORMANCE PERFORMANCE
VERSUS THE FEE
INDEX ADJUSTMENT
- ----------- -----------
<S> <C>
10% less than 25%................................................... 0.02%
25% less than 40%................................................... 0.05%
40% or more......................................................... 0.10%
</TABLE>

For the three initial sub-advisors, the performance fee adjustment will
relate to the following indices: Apodaca-Johnston Capital Management, Inc.--
Russell 2000 Index; Brown Capital Management, Inc.--a blend consisting of 60%
Russell 1000 Index and 40% Russell 2000 Index; and Fortaleza Asset Management,
Inc.--Russell 2000 Index.

Fidelity's Equity-Income, Growth, Overseas and Asset Manager Portfolios pay
FMR an investment management fee which is the sum of a group fee rate based on
the monthly average net assets of all the mutual funds advised by FMR (this
rate cannot rise above .52%, and it drops as total assets under management
increase) and an individual fee of .20% for Fidelity's Equity-Income
Portfolio, .30% for Fidelity's Growth Portfolio, .45% for Fidelity's Overseas
Portfolio

FFA-18
<PAGE>

and .40% for Fidelity's Asset Manager Portfolio of the average net assets
throughout the month. FMR pays sub-investment management fees to Fidelity
Management & Research (U.K.) Inc. and Fidelity Management & Research (Far East)
Inc. for Fidelity's Overseas and Asset Manager Portfolios and to Fidelity
International Investment Advisors for Fidelity's Overseas Portfolio, but these
fees are the sole responsibility of FMR, not the Fidelity Funds. Fidelity's
Money Market Portfolio and Investment Grade Bond Portfolio pay FMR an
investment management fee which is also the sum of a group fee rate based on
the monthly average net assets of all the mutual funds advised by FMR and an
individual rate. The group fee cannot rise above .37% and it drops as total
assets under management increase, and the individual rate is .03% and .30%, of
Fidelity's Money Market and Investment Grade Bond Portfolios' average net
assets throughout the month, respectively. In addition to the sum of the group
and individual fee rates, Fidelity's Money Market Portfolio's fee may be
affected by an income component. If the portfolio's gross yield is 5% or less,
the sum of the group and individual fee rate is the management fee. The income-
based component is added to the basic fee only when the portfolio's yield is
greater than 5%. The income-based fee is 6% of that portion of the portfolio's
yield that represents a gross yield of more than 5% per year. The maximum
income-based component is .24%. FMR pays a sub-investment management fee to FMR
Texas Inc. for Fidelity's Money Market Portfolio, but these fees are the sole
responsibility of FMR, not the Fidelity Funds.

The Metropolitan Fund, the Calvert Balanced Portfolio, Calvert Capital
Accumulation and the Fidelity Funds are more fully described in their
respective prospectuses and the Statements of Additional Information that the
prospectuses refer to. The Metropolitan Fund's prospectus is attached at the
end of this prospectus. The Calvert Balanced Portfolio, Calvert Capital
Accumulation and Fidelity Funds' prospectuses are given out separately to those
investors to whom these investment choices are offered. The Statements of
Additional Information are available upon request.

See "The Fund and its Purpose," in the prospectus for the Metropolitan Fund
for a discussion of the different separate accounts of MetLife and Metropolitan
Tower Life Insurance Company that invest in the Metropolitan Fund and the risks
related to that arrangement. See "Purchase and Redemptions of Shares", in the
prospectuses for the Calvert Balanced Portfolio and Calvert Capital
Accumulation and "The Fund and the Fidelity Organization" in the prospectus for
the Fidelity Funds for a discussion of the different separate accounts of the
various insurance companies that invest in these funds and the risks related to
those arrangements.

PURCHASE PAYMENTS
................................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office. However, if you fill out our forms
incorrectly or incompletely or other documentation is not completed properly,
we have up to five business days to credit the payment. If the problem cannot
be resolved by the fifth business day, we will notify you and tell you the
reasons for the delay. At that time, you will be asked whether you agree to let
us keep the purchase payment until the problem can be remedied. If you do not
agree, your purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., New York City
time, on the day we receive them at our Designated Office, except (1) when they
are received on a day when the accumulation unit value (which will be discussed
later in this Prospectus) is not calculated or (2) when they are received after
4:00 p.m., New York City time. In those cases, the purchase payments will be
effective the next day the accumulation unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There are no minimum purchase payments except for the Enhanced Non-Qualified
Preference Plus Contract. Under the Enhanced Non-Qualified Preference Plus
Contract, we may require each purchase payment to be at least $2,000, and total
purchase payments must be at least $15,000 for the first contract year.
(Depending on underwriting and plan requirements, Contract Year for the first
year is the first three to fifteen month period the Contract is in force;
thereafter, it is each subsequent twelve month period.) During subsequent
Contract Years, we may require that purchase payments made under the Enhanced
Non-Qualified Preference Plus Contract must be at least $5,000.

FFA-19
<PAGE>

We may reject purchase payments over $500,000. Your purchase payments may
also be limited by the tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your
Contract. Changes of your allocation for new purchase payments will be made
upon receipt of your notification to us of the changes. You may also specify a
day, as long as it is within 30 days after we receive the request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the tax laws. We may limit your ability to
make purchase payments after you have made a withdrawal based on termination
of employment. No additional purchase payments may be made after commencement
of a systematic termination (from both the Fixed Interest and Separate
Accounts), described below, until we receive written notice that you request
cancellation of the systematic termination.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
...............................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units". When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you
request a withdrawal or a transfer of money from an investment division,
accumulation units are liquidated. In either case, the number of accumulation
units you gain or lose is determined by taking the amount of the purchase
payment, transfer or withdrawal and dividing it by the value of an
accumulation unit on the date the transaction occurs. For example, if an
accumulation unit is $10.00 and a $500 purchase payment is made, the number of
accumulation units purchased is 50 ($500 divided by $10 = 50). We calculate
accumulation units separately for each investment division of the Separate
Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate the value of accumulation units once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an accumulation unit and the next accumulation unit calculation
the "Valuation Period." We have the right to change the basis for the
Valuation Period, on 30 days' notice, as long as it is consistent with the
law. All purchase payments, transfers and withdrawals are valued as of the end
of the Valuation Period during which the transaction occurred. The value of
accumulation units can go up or down and is derived from the investment
performance of each of the portfolios. If the investment performance, after
payment of Separate Account expenses is positive, accumulation unit values
will go up. Conversely, if the investment performance, after payment of
Separate Account expenses is negative, they will go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation
Period to Valuation Period to reflect the upward or downward performance of
the assets in the underlying portfolios. The experience factor is calculated
as of the end of each Valuation Period as follows: We take the net asset value
per share of the underlying portfolio, add the per share amount of any
dividend or capital gain distribution paid by the portfolio during the current
Valuation Period, and subtract any per share charges for taxes and reserve for
taxes. We then divide that amount by the net asset value per share as of the
end of the last Valuation Period to obtain a percentage that reflects
investment performance. We then subtract a charge not to exceed .000025905 (an
effective annual rate of .95%) for the Contracts for each day in the Valuation
Period. This charge is to cover the general administrative expenses and the
mortality and expense risks we assume under the Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the period since the last calculation by the last previously calculated
accumulation unit value. We then add this to the prior accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was .05, the new
accumulation unit value is $12.60 ($12.00 X .05 = $.60; $.60 + $12.00 =
$12.60). On the other hand, if the experience factor was -.05, the new
accumulation unit value is $11.40 ($12.00 x (.05) = $(.60); $12.00 - $.60 =
$11.40).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the
Fixed Interest Account. Some restrictions may apply to transfers from the
Fixed Interest Account to the Separate Account.

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of

FFA-20
<PAGE>

transfers. Your request must tell us the percentage or dollar amount to be
withdrawn or transferred. If we agree, you may also submit an authorization
directing us to make transfers on a continuing periodic basis from one
investment division to another or to the Fixed Interest Account. We may require
that you maintain a minimum account balance in an investment division from
which you desire to make transfers based upon this authorization.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

Generally, as of the end of the Valuation Period during which we receive your
request at our Designated Office. We will make it as of a later date if you
request. If you die before the requested date, we will cancel the request and
pay the death benefit instead. If the withdrawal is made to provide income
payments, it will be made as of the end of the Valuation Period ending most
recently before the date the income annuity is purchased.

WILL WE MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, if you so request, but only if all applicable requirements of
the Code are met, and we receive all information necessary for us to make the
payment.

WHAT RESTRICTIONS APPLY TO TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS?

WHAT RESTRICTIONS APPLY TO TSA CONTRACTS?

As required by the Code, certain withdrawals from the contracts before age 59
1/2 are prohibited. See "Taxes--TSA Contracts" at page FFA-33-34.

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make a transfer request by telephone unless prohibited by state
law. If we agree and you complete the form we supply to you, you may also
authorize your sales representative to make a request on your behalf by
telephone. Whether you have your sales representative make requests or you make
the requests by telephone yourself, you are authorizing us to act upon the
telephone instructions of any person purporting to be you or, if applicable,
your sales representative, assuming our procedures have been followed, to make
transfers from both your Fixed Interest and Separate Account Balances. We have
instituted reasonable procedures to confirm that any instructions communicated
by telephone are genuine. All telephone calls will be recorded, and you (or the
sales representative) will be asked to produce your personalized data prior to
our initiating any transfer requests by telephone. Additionally, as with other
transactions, you will receive a written confirmation of your transfer. Neither
we nor the Separate Account will be liable for any loss, expense or cost
arising out of any requests that we or the Separate Account reasonably believe
to be genuine. In the unlikely event that you have trouble reaching us,
requests should be made to the Designated Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for certain Enhanced TSA
Preference Plus Contracts, you may request us to make "automatic" withdrawals
for you on a periodic basis through our Systematic Withdrawal Income Program
("SWIP"). SWIP payments are not payments made under an income option or under
an income annuity, as described later in this Prospectus. You must have
separated from service to elect SWIP if you are under age 59 1/2 under an
Enhanced TSA Preference Plus Contract. Also, you may not receive SWIP payments
if you have an outstanding loan. You may choose to receive SWIP payments for
either a specific dollar amount or a percentage of your Account Balance. You
must meet certain total Account Balance minimums to initiate SWIP payments.
Each SWIP payment must be at least $50. Your payment date is the date you
specify, if we receive your request at least 10 days prior to the initial
payment date. Otherwise, payments will commence 30 days from the date you
specify. If you do not specify a payment date, payments will commence 30 days
from the date we receive your request. The date of the first SWIP payment is
your SWIP anniversary date. Requests to commence SWIP payments may not be made
by telephone. Changes to the specified dollar amount or percentage or to alter
the timing of payments may be made once a year on the SWIP anniversary date.
Requests for such changes must be made at least 30 days prior to the SWIP
anniversary

FFA-21
<PAGE>

date. You may cancel your SWIP request at any time by telephone or by writing
us at the Designated Office.

FROM WHAT INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. SWIP
payments in excess of the 20% free corridor, calculated for this purpose as 20%
of the Account Balance on the SWIP anniversary date, will be subject to an
early withdrawal charge unless the payments are from other amounts to which an
early withdrawal charge no longer applies. See "Deductions and Charges"
immediately below.

DEDUCTIONS AND CHARGES
................................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges.

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND EXPENSE
RISKS AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay for
allocated Contracts will be larger than the Account Balance. The expense risk
portion of the mortality and expense risk charge is that our expenses in
administering the Contracts will be greater than we estimated.

These charges do not reduce the number of accumulation units credited to you.
These charges are calculated and paid every time we calculate the value of
accumulation units. (See "How is an accumulation unit value calculated?"
above.)

As a result of reduced administrative expenses associated with the Enhanced
Preference Plus and FFA Contracts, the sum of these charges on an annual basis
(computed and payable each Valuation Period) will not exceed .95% of the
average value of the assets in each investment division. Of this charge, we
estimate that .20% is for administrative expenses and .75% is for mortality and
expense risks.

During 1994, these charges were $33,979,138 for all contracts in Separate
Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

Some jurisdictions tax what is called "annuity considerations." These may
include purchase payments, account balances and death benefits. We currently do
not deduct any monies from purchase payments, account balances or death
benefits to pay these taxes in most jurisdictions. Our practice generally is to
deduct money to pay annuity taxes only when you purchase an income annuity. In
the jurisdictions of Pennsylvania, South Dakota and Washington, D.C., we may
deduct money to pay annuity taxes on lump sum withdrawals or when you purchase
an income annuity. We may deduct an amount to pay annuity taxes sometime in the
future since the laws and the interpretation of the laws relating to annuities
are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page FFA-41.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The early withdrawal charge reimburses us for our costs in selling the
Contracts. We may use any of our profits derived from mortality and expense
risk charges to pay for any of our costs in selling the Contracts that exceed
the revenues generated by the early withdrawal charge. However, we believe that
our sales expenses may exceed revenues generated by the early withdrawal charge
and, in such event, we will pay such excess out of our surplus.

WHAT IS THE EARLY WITHDRAWAL CHARGE FOR THE ENHANCED TSA AND ENHANCED 403(A)
PREFERENCE PLUS CONTRACTS?

To determine the early withdrawal charge for the Enhanced TSA and Enhanced
403(a) Preference Plus

FFA-22
<PAGE>

Contracts, we treat your Fixed Interest Account and Separate Account as if they
were a single account and ignore both your actual allocations and what account
or investment division the withdrawal is actually coming from. To do this, we
first assume that your withdrawal is from amounts (other than earnings) that
can be withdrawn without an early withdrawal charge, then from other amounts
(other than earnings) and then from earnings, each on a "first-in-first-out"
basis. Once we have determined the amount of the early withdrawal charge, we
will actually withdraw it from each investment division in the same proportion
as the withdrawal is being made. In determining what the withdrawal charge is,
we do not include earnings, although the actual withdrawal to pay it may come
from earnings.

For the Enhanced TSA and Enhanced 403(a) Preference Plus Contracts,
withdrawal charges are imposed on amounts (other than earnings) for the first
seven years after the purchase payment is received as shown in the following
table:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[8 &
1 2 3 4 5 6 7 BEYOND]
<S> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

As required by the federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. When no allocations or
transfers are made to the Separate Account except in connection with the Equity
Generator SM investment strategy, withdrawal charges will be calculated as
described above, but the charge imposed will not exceed earnings.

As a result of the reduced sales costs associated with certain Enhanced
Preference Plus Contracts, no early withdrawal charges are deducted for
withdrawals under those Contracts.

WHAT IS THE EARLY WITHDRAWAL CHARGE FOR THE ENHANCED NON-QUALIFIED PREFERENCE
PLUS AND FFA CONTRACTS?

No Separate Account early withdrawal charge will apply to the Enhanced Non-
Qualified Preference Plus and FFA Contracts.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
................................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS FROM THE ENHANCED TSA AND ENHANCED 403(A)
PREFERENCE PLUS CONTRACTS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amount
withdrawn may be subject to federal income tax, see "Taxes", pages FFA 32-37.
We may require proof satisfactory to us that any necessary conditions have been
met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

(a) For certain Enhanced TSA Preference Plus Contracts: you can withdraw up
to 10% of your Account Balance during each Contract Year.

(b) For all other Contracts: you can withdraw up to 20% of your Account
Balance during each Contract Year.

4. "Free Look": You may cancel your Contract within 10 days after you receive
it by telling us in writing. We will then refund all of your purchase payments
(however, for Enhanced TSA Preference Plus Contracts issued in New York, you
will receive your Account Balance). If you purchased your Contract by mail, you
may have more time to return your Contract.

FFA-23
<PAGE>

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. The withdrawal is required to avoid Federal income tax penalties or to
satisfy Federal income tax rules or Department of Labor regulations that apply
to the Contracts.

8. Systematic Termination: For all Contracts except certain Enhanced TSA
Preference Plus Contracts, a total withdrawal ("Systematic Termination") that
is paid in annual installments of (1) 20% of your Account Balance upon receipt
of your request (we will reduce this first installment by the amount of any
previous partial withdrawals during the current Contract Year); (2) 25% of your
then current Account Balance one year later; (3) 33 1/3% of your then current
Account Balance two years later; (4) 50% of your then current Account Balance
three years later; and (5) the remainder four years later. You may cancel
remaining payments under a Systematic Termination at any time. However, if you
again decide to take a full withdrawal, the entire Systematic Termination
process starts over. If, after beginning a Systematic Termination, you decide
to take your full withdrawal in amounts exceeding the percentages allowed, the
excess amount withdrawn in any year is subject to the applicable withdrawal
charges.

9. Disability: If you are totally disabled (as defined under the Federal
Social Security Act) and you request a total withdrawal.

10. Retirement:

(a) For certain Enhanced TSA Preference Plus Contracts, if you retire at age
55 and have at least ten years of uninterrupted Contract participation. This
exemption to the early withdrawal charge for these Enhanced TSA Preference
Plus Contracts does not apply to withdrawals of amounts transferred into the
Contract from other investment vehicles on a tax-free basis (plus earnings
on such amounts.)

(b) For certain Enhanced TSA Preference Plus Contracts, if you retire at age
55 and have at least ten years of uninterrupted Contract participation
unless the plan defines retirement and you retire under such definition.

(c) For all other Contracts, you must only retire and have at least ten
years of uninterrupted Contract participation unless the plan defines
retirement and you retire under such definition.

11. Separation from Service: For all Contracts except certain Enhanced TSA
Preference Plus Contracts, if your employment terminates.

12. Plan Termination: For all Contracts except certain Enhanced TSA
Preference Plus Contracts, if your
plan terminates and the withdrawal is "rolled over" into another annuity
contract we issue.

13. Hardship: For all Contracts except certain Enhanced TSA Preference Plus
Contracts, if your plan provides for payment on account of hardship, and you
suffer an unforseen hardship. For certain Enhanced TSA Preference Plus
Contracts, you must suffer an unforseen hardship.

14. Pre-Approved Investment Vehicles: For all Contracts except certain
Enhanced TSA Preference Plus Contracts, if you make direct transfers to other
investment vehicles we have pre-approved.

15. Pre-Approved Plan Provision: For all Contracts except certain Enhanced
TSA Preference Plus Contracts, if you make a withdrawal pursuant to a provision
of your plan we have pre-approved.

16. Transfer from other MetLife Contracts: If you have "roll over" amounts
from other MetLife contracts we designate, of the following two formulas we
will apply the one that is most favorable to you: (1) treat our other contract
and this Contract as if they were one for purposes of determining when a
purchase payment was made by crediting your purchase payments with the time you
held them under our other contract prior to the time they were "rolled over" or
(2) subject the "rolled over" amounts to a withdrawal charge applied as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[6 &
1 2 3 4 5 BEYOND]
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0
</TABLE>

DEATH BENEFIT
................................................................................

WHAT IS THE DEATH BENEFIT?

The death benefit is the greatest of (i) your Account Balance, (ii) your
highest Account Balance as of the end of the calendar year in which the 5th,
10th, 15th and so on anniversary of the start of your uninterrupted
participation in the Contract occurs, less any later partial withdrawals and
any later annual Contract charges withdrawn from the Fixed Interest Account and
(iii) the total of all of your purchase payments less any partial

FFA-24
<PAGE>

withdrawals, in all cases less any outstanding loan balance under your Fixed
Interest Account. There is no death benefit for the Enhanced Non-Qualified
Preference Plus Contract.

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

The death benefit will not be paid until we receive proof of death and
appropriate directions regarding the Account Balance. If we receive proof of
death without any appropriate directions, we will take no action with regard
to the Account Balance until we receive appropriate directions.

You name the beneficiary under the Enhanced TSA, Enhanced 403(a) Preference
Plus and TSA and 403(a) FFA Contracts. The amounts due at death are paid to
the trustee of the (S)457(f) deferred compensation plan, (S)451 deferred fee
arrangements, (S)451 deferred compensation plans or (S)457(e)(11) severance
and death benefit plans.

The payee may take a lump sum cash payment or use the death benefit (less
any applicable annuity taxes) to purchase an income annuity from the types
available under your Contract.

INCOME OPTIONS
...............................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your total Account Balance and use
that money (less any annuity taxes that must be paid) to purchase an income
annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis.Non-life contingent annuities are available for
various payout periods.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

Both fixed and variable income options are available. Under a fixed income
option, we guarantee a specified, fixed payment, which will depend on the
income option chosen, the age and sex of the annuitant and joint annuitant, if
applicable, (except where unisex rates are required by law) and the amount of
your total Account Balance. If a currently issued immediate annuity of the
same type will provide greater income payments, the immediate annuity rate
will be used.

If you do not select an income option by the date the Contract specifies,
you have not withdrawn your entire Account Balance, and your Contract was not
issued under a retirement plan, you will be issued a life annuity with a ten
(10) year guarantee. In that case, if you do not tell us otherwise, your Fixed
Interest Account Balance will be used to provide a fixed income option and
your Separate Account Balance will be used to provide a variable income
option.

INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
...............................................................................

WHAT ARE INCOME ANNUITIES?

Income Annuities can be offered as group Enhanced TSA, Enhanced Non-
Qualified, Enhanced 403(a) Preference Plus and Financial Freedom Income
Annuities. The Enhanced Non-Qualified Income Annuity for Section 457(e)(11)
severance and death benefit plans is no longer currently offered for purchase.

MAY THE INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

WHAT ARE THE INVESTMENT CHOICES?

The investment choices, provided through the Separate Account, are the
Income, Diversified, Stock Index, Growth, Aggressive Growth, International
Stock, Calvert Responsibly Invested Balanced and Calvert Capital Accumulation
Divisions. Available in some cases for the Enhanced Preference Plus Income
Annuities are the Fidelity Equity-Income, Growth, Overseas,

FFA-25
<PAGE>

Investment Grade Bond and Asset Manager Divisions. Divisions available for the
FFA Income Annuities are the Stock Index Division, both Calvert Divisions and
the five Fidelity Divisions and Fidelity Money Market Division. All divisions
are described earlier in this Prospectus under "Your Investment Choices." If
you are covered under a group Income Annuity, your employer, association or
group may have limited the number of available divisions. Your Income Annuity
will indicate what divisions were available to you when we issued it. We may
add or eliminate divisions for some or all persons. You may choose up to four
investment divisions to provide the variable income payment or up to three
investment divisions if a fixed income option is also selected.

ADMINISTRATION
................................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Income Annuities should be
sent to our Designated Office. We will provide you with the address for this
office. All checks should be payable to "MetLife." You can also make certain
requests by telephone. In order to have a purchase payment for the Income
Annuity credited to you, we must receive your payment and complete
documentation. We will provide the appropriate forms. Your employer or the
group of which you are an annuitant or member must also identify you to us on
their reports and tell us how the purchase payment should be allocated among
the investment divisions and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and tell you the reasons
for the delay. At that time, you will be asked whether you agree to let us keep
the purchase payment until the problem can be remedied. If you do not agree,
your purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., New York City
time, on the day we receive them at our Designated Office, except (1) when they
are received on a day when the annuity unit value (which will be discussed
later in this Prospectus) is not calculated or (2) when they are received after
4:00 p.m., New York City time. In those cases the payment will be effective the
next day the annuity unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Income Annuity.

DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
................................................................................

WHAT IS AN ANNUITY UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"annuity units." These annuity unit values are similar to "accumulation units"
described earlier in the Prospectus except that we deduct applicable annuity
taxes from the purchase payment before we determine the number of annuity units
in each investment division chosen.

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

We use the same "experience factor" as that derived for the calculation of
accumulation units previously described in this Prospectus.

To calculate an annuity unit value we first multiply the experience factor
for the period by 0.99989255 (an effective annual rate of 4%) for the AIR for
most Income Annuities. (The AIR may be in the range of 3% to 6% as defined in
your Income Annuity and the laws of your state.) The resulting number is then
multiplied by the last previously calculated annuity unit value to produce the
new annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

Variable income payments can go up or down based upon the investment
performance of the

FFA-26
<PAGE>

investment divisions in the Separate Account. AIR is the rate used to determine
the first variable income payment and serves as a benchmark against which the
investment performance of the Separate Account is compared. The higher the AIR,
the higher the first variable income payment will be. Subsequent variable
income payments will increase only to the extent that the investment
performance of the Separate Account exceeds the AIR (and Separate Account
charges). Variable income payments will decline if the investment performance
of the Separate Account does not exceed the AIR (and Separate Account charges).
A lower AIR will result in a lower first variable income payment, but
subsequent variable income payments will increase more rapidly or decline more
slowly as changes occur in the investment performance of the Separate Account.

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

TRANSFERS
................................................................................

CAN YOU MAKE TRANSFERS?

Yes. You may make transfers from one investment division to another or from
an investment division to a fixed income option as long as the total number of
investment divisions under your Income Annuity is no greater than four (or
three investment divisions if a fixed income option is chosen). You may make an
unlimited number of transfers. Your request must tell us the percentage to be
transferred. You may not make a transfer from the fixed income option to an
investment division.

WHEN WILL WE MAKE TRANSFERS?

CAN YOU MAKE TRANSFERS BY TELEPHONE?

DEDUCTIONS AND CHARGES
................................................................................

WHAT IS THE CONTRACT FEE?

There is no contract fee under the Income Annuities.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND
EXPENSE RISKS AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitants may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Income Annuity will be greater than we estimated.

The sum of these charges on an annual basis (computed and payable each
Valuation Period) will not exceed .95% of the average value of the assets in
each investment division. Of this charge, we estimate that .20% is for
administrative expense and .75% is for mortality and expense risks.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

Yes. Some jurisdictions tax what is called "annuity considerations". We
deduct money to pay annuity taxes when you make a purchase payment. A chart
that shows the states where annuity taxes are charged and the amount of these
taxes is on page FFA-41.

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Two persons or entities figure in the description below: the annuitant--the
person whose life is the measure for determining the amount of income
payments--and the beneficiary, the person or entity who ultimately may receive
a benefit under the Income Annuity.

FFA-27
<PAGE>

Life Annuity--An income payable during the annuitant's life. Payments cease
with the last one due before the annuitant's death.

Life Annuity with a Guarantee Period--An income payable during the
annuitant's life. If at death of the annuitant, payments have been made for
less than the guaranteed period, payments are made to the beneficiary for the
rest of the guaranteed period.

Life Annuity with Refund--An income payable during the annuitant's life.
Payments cease with the last one due before the annuitant's death. At the
annuitant's death the beneficiary receives a benefit, if any, equal to the
amount applied under this type (purchase payment) less any variable income
payments that were paid prior to death.

Joint and Survivor/Contingent Survivor Annuity-- An income payable during
the joint lives of the annuitant and a named second person and thereafter
during the life of the survivor/contingent survivor. The income payable to the
survivor/contingent survivor may be a percentage of the amount that had been
payable while both persons were alive, as follows: 100%, 75%, 66 2/3%, or 50%.
The percentage payable to the survivor/contingent survivor is selected when
the income type is selected.

Joint Life and Survivor/Contingent Survivor Annuity with a Guaranteed
Period--An income payable during the joint lives of the annuitant and a named
second person and thereafter during the life of the survivor/contingent
survivor. If, at the death of the survivor/contingent survivor, payments have
been made for less than the guaranteed period, payments are made to a
beneficiary for the rest of the guaranteed period. The income payable to the
survivor/contingent survivor may be a percentage of the amount that had been
payable while both persons were alive, as follows: 100%, 75%, 66 2/3%, and
50%. The percentage payable to the survivor/contingent survivor is selected
when the income type is selected.

Joint Life and Survivor/Contingent Survivor Refund Annuity-- An income
payable during the joint lives of the annuitant and a named second person and
thereafter during the life of the survivor/contingent survivor. Payments cease
with the last one due before the survivor/contingent survivor's death. At the
survivor/contingent survivor's death the beneficiary receives a benefit, if
any, equal to the amount applied under this income type (purchase payment)
less any variable income payments that were paid prior to death. The income
payable to the survivor/contingent survivor may be a percentage of the amount
that had been payable while both persons were alive, as follows: 100%, 75%, 66
2/3%, or 50%. The percentage payable to the survivor/contingent survivor is
selected when the income type is selected.

Payments for a Guaranteed Period:--An income payable for a guaranteed period
(5-30 years). Payments cease with the end of the guarantee period. If the
annuitant dies prior to end of the guarantee period, payments are made to the
beneficiary for the rest of the guaranteed period. (This choice is not
available in connection with certain Contracts or Income Annuities.)

IS THERE A FREE LOOK?

OTHER CONTRACT AND INCOME ANNUITY PROVISIONS
...............................................................................

CAN WE CANCEL YOUR CONTRACT OR INCOME ANNUITY?

We may not cancel your Income Annuity.

We may cancel your Contract. If we do so for a Contract delivered in New
York State, we will return the full Account Balance. In all other cases, you
will receive an amount equal to what you would have received if you had
requested a total withdrawal of your Account Balance. Early withdrawal charges
may apply.

We will only cancel your Contract if we do not receive any purchase payments
for you for 36 consecutive months and your Account Balance is less than
$2,000. We will only do so to the extent allowed by law. We may only cancel
the Enhanced Preference Plus Non-Qualified Contract if we do not receive any
purchase payments for you for 12 consecutive months and your Account Balance
is less than $15,000. Certain Contracts do not contain these cancellation
provisions.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Yes. If your plan is subject to ERISA (the Employee Retirement Income
Security Act of 1974) and you are

FFA-28
<PAGE>

married, the income payments, withdrawal provisions, and methods of payment of
the death benefit under your Contract or Income Annuity may be subject to your
spouse's rights as described below.

Generally, the spouse must give qualified consent whenever you elect to:

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary; or

d. use accrued benefit is used as security for a loan.

If your benefit is worth $3,500 or less, spousal qualified consent may not be
required.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as pre-authorized, systematic purchase payments which are
transfers from the Fixed Interest Account, may be confirmed quarterly. As soon
as administratively feasible, MetLife will send confirmations quarterly for
purchase transactions under Enhanced TSA Preference Plus and TSA FFA Contracts
made on the basis of salary reduction or deduction.

CAN METLIFE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

6. To make any necessary technical changes in the Contracts or Income
Annuities in order to conform with any of the above-described actions.

FFA-29
<PAGE>

If any changes result in a material change in the underlying investments of
an investment division in which you have an amount allocated, we will notify
you of the change. You may then make a new choice of investment divisions. For
the Enhanced Preference Plus Contracts (and FFA Contracts and Income Annuities
where required by law) issued in Pennsylvania, we will ask your approval
before any technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are
deemed attributable to the Contracts or Income Annuities) at regular and
special meetings of the shareholders of the portfolio based on instructions
received from those having the voting interest in corresponding investment
divisions of the Separate Account. However, if the 1940 Act or any rules
thereunder should be amended or if the present interpretation thereof should
change, and as a result we determine that we are permitted to vote the shares
of the portfolios in our own right, we may elect to do so.

Accordingly, you have voting interests under the Contracts or Income
Annuities. The number of shares held in each Separate Account investment
division deemed attributable to you is determined by dividing the value of
accumulation or annuity units attributable to you in that investment division,
if any, by the net asset value of one share in the portfolio in which the
assets in that Separate Account investment division are invested. Fractional
votes will be counted. The number of shares concerning which you have the
right to give instructions will be determined as of the record date for the
meeting.

Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuity contracts (including the Contracts and Income Annuities) and for which
no timely instructions are received will be voted in the same proportion as
the shares for which voting instructions are received by that separate
account. Portfolio shares held in the general accounts or unregistered
separate accounts of MetLife or its affiliates will be voted in the same
proportion as the aggregate of (i) the shares for which voting instructions
are received and (ii) the shares that are voted in proportion to such voting
instructions. However, if we or an affiliate determine that we are permitted
to vote any such shares, in our own right, we may elect to do so subject to
the then current interpretation of the 1940 Act or any rules thereunder.

You will be entitled to give instructions regarding the votes attributable
to your Contract or Income Annuity in your sole discretion. Under (S)457(f)
deferred compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans, (S)457(e)(11) severance and death benefit plans and the
TSA Contracts and Income Annuities under which the Employer retains all
rights, we will provide you with the number of copies of voting instruction
soliciting materials that you request so that you may furnish such materials
to participants who may give you voting instructions. Neither the Separate
Account nor MetLife has any duty to inquire as to the instructions received or
your authority to give instructions; thus, as far as the Separate Account, and
any others having voting interests in respect of the Separate Account are
concerned, such instructions are valid and effective.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment adviser or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's, Acacia Capital Corporation's or Fidelity Funds' boards of directors,
provided MetLife's disapproval of the change is reasonable and, in the case of
a change in investment policies or investment adviser, based on a good faith
determination that such change would be contrary to state law or otherwise
inappropriate in light of the portfolio's objective and purposes; or (3) to
enter into or refrain from entering into any advisory agreement or
underwriting contract, if required by any insurance regulatory authority.

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT OR INCOME ANNUITY AND DO YOU PAY A COMMISSION ON THE
PURCHASE OF YOUR CONTRACT OR INCOME ANNUITY?

FFA-30
<PAGE>

Securities Exchange Act of 1934, and we are a member of the National
Association of Securities Dealers, Inc. They also are sold through other
registered broker-dealers. They also may be sold through the mail and by
certain of our qualified employees.

The licensed agents and broker-dealers who sell Contracts and Income
Annuities and certificates and interests in the Contracts and Income Annuities
may be compensated for such sales by commissions which we pay. There is no
front-end sales load deducted from purchase payments to pay sales commissions.
The Separate Account also does not pay sales commissions. The commissions we
pay range for Preference Plus Contracts and Income Annuities from 0% to 5%
depending on the age of the participant or annuitant. The commissions we pay
for the Enhanced Non-Qualified Preference Plus Contract and Income Annuity and
FFA Contracts and Income Annuities are based upon annual production.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. For the money market investment divisions, this
performance will be stated in terms of "yield" and "effective yield." For the
other investment divisions, this performance will be stated in terms of either
"yield", "change in accumulation unit value", "change in annuity unit value"
or "average annual total return" or some combination of the foregoing. Yield,
change in accumulation unit value, change in annuity unit value and average
annual total return figures are based on historical earnings and are not
intended to indicate future performance. The "yield" of the money market
investment divisions refers to the income generated by an investment in the
division over a seven-day period, which will be specified in the
advertisement. This income is then annualized, by assuming that the same
amount of income is generated each week over a 52 week period, and the total
income is shown as a percentage of the investment. The "effective yield" is
similarly calculated; however, when annualized, the earned income in the
division is assumed to be reinvested. Thus, the "effective yield" figure will
be slightly higher than the "yield" figure because of the former's compounding
effect. Other "yield" figures quoted in advertisements, that is those other
than the money market investment divisions, will refer to the net income
generated by an investment in a particular investment division for a thirty
day period or month, which is specified in the advertisement, and then
expressed as a percentage yield of that investment. This percentage yield is
then compounded semiannually. "Change in accumulation unit value" or "change
in annuity unit value" refers to the comparison between values of accumulation
or annuity units over specified periods in which an investment division has
been in operation, expressed as a percentage. Change in accumulation unit
value or change in annuity unit value may also be expressed as an annualized
figure. In addition, change in accumulation unit value or change in annuity
unit value may be used to illustrate performance for a hypothetical investment
(such as $10,000) over the time period specified. Yield, change in
accumulation unit value and effective yield figures do not reflect the
possible imposition of an early withdrawal charge of, for certain Enhanced
Preference Plus Contracts, up to 7% of the amount withdrawn attributable to a
purchase payment, which may result in a lower figure being experienced by the
investor. "Average annual total return" differs from the change in
accumulation unit value and change in annuity unit value because it assumes a
steady rate of return and reflects all expenses and applicable early
withdrawal charges. Performance figures will vary among the various Contracts
and Income Annuities as a result of different Separate Account charges and
early withdrawal charges. Performance may be calculated based upon historical
performance of the Fund, Calvert Balanced Portfolio, Calvert Capital
Accumulation Portfolio and the Fidelity Funds and may assume that certain
contracts were in existence prior to their inception date. After the inception
date, actual accumulation unit or annuity unit data is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit
and savings accounts. The Separate Account may use the Consumer Price Index in
its advertisements as a measure of inflation for comparison purposes. From
time to time the Separate Account may advertise its performance ranking among
similar investments or compare its performance to averages as compiled by
independent organizations, such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS and The Wall Street Journal. The Separate Account may
also advertise its performance in comparison to appropriate indices, such as
the Standard & Poor's 500 Index, Lehman Brothers Aggregate Index and The
Morgan Stanley Capital International Europe, Australia, Far East (EAFE) Index.

Performance may be shown for two investment strategies that are made
available under certain

FFA-31
<PAGE>

Contracts. The first is the "Equity Generator". Under the "Equity Generator",
at the end of a specified period (i.e., monthly, quarterly), an amount equal
to the interest earned during the period in the Fixed Interest Account is
transferred to the Stock Index Division or the Aggressive Growth Division. The
second technique is the "Equalizer"SM. Under this strategy, at the end of a
specified period (i.e., monthly, quarterly), a transfer is made from the Stock
Index Division or the Aggressive Growth Division to the Fixed Interest Account
or from the Fixed Interest Account to the Stock Index Division or Aggressive
Growth Division in order to make the account and the division equal in value.
An "Equity Generator Return", "Aggressive Equity Generator Return", "Equalizer
Return" or "Aggressive Equalizer Return" will be calculated by presuming a
certain dollar value at the beginning of a period and comparing this dollar
value with the dollar value, based on historical performance, at the end of
the period, expressed as a percentage. The "Return" in each case will assume
that no withdrawals have occurred. We may also show performance for the Equity
Generator and Equalizer investment strategies using any other investment
divisions for which these strategies are made available in the future. If we
do so, performance will be calculated in the same manner as described above,
using the appropriate account and/or investment divisions.

TAXES
...............................................................................

GENERAL

Tax laws are complex and are subject to frequent change as well as to
judicial and administrative interpretation. The following is a general summary
intended to point out what we believe to be some general rules and principles,
and not to give specific tax or legal advice. Failure to comply with the law
may result in significant penalties. For details or for advice on how the law
applies to your individual circumstances consult your tax advisor or attorney.
You may also get information from the Internal Revenue Service.

In the opinion of our attorneys, the Separate Account and its operations
will be treated as part of MetLife, and not taxed separately. We are taxed as
a life insurance company. Thus, although the Contracts and Income Annuities
allow us to charge the Separate Account with any taxes or reserves for taxes
attributable to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR CONTRACT?

Generally, all contributions under the Contracts, other than contributions
under Non-Qualified Contracts, will be contributed on a "before-tax" basis.
This means that the purchase payments either reduce your income, entitle you
to a tax deduction or are not subject to current income tax. Because of this,
federal income taxes are payable on the full amount of money you withdraw as
well as on income earned under the Contract.

Under some circumstances certain Contracts accept both purchase payments
that entitle you or the owner to a current tax deduction or to an exclusion
from income and those that do not. Taxation of withdrawals depends on whether
or not you or the owner were entitled to deduct or exclude the purchase
payments from income in compliance with the Code.

The taxable portion of a distribution from a 403(a) and TSA Contract to the
participant or the participant's spouse (if she/he is the beneficiary) that is
an eligible rollover distribution is subject to 20% mandatory Federal income
tax withholding unless the participant directs the trustee, insurer or
custodian of the plan to transfer all or any portion of his/her taxable
interest in such plan to the trustee, insurer or custodian of (1) an IRA; (2)
a Keogh plan, if the distribution is from a Keogh plan or a 403(a) Contract;
(3) a 403(a) annuity plan, if the distribution is from a 403(a) Contract; or
(4) a TSA, if the distribution is from a TSA Contract. An eligible rollover
distribution is the taxable portion of any distribution from a 403(a) or TSA
Contract, except the following: (a) a series of substantially equal periodic
payments over the life (or life expectancy) of the participant; (b) a series
of substantially equal periodic payments over the lives (or joint life
expectancies) of the participant and his/her beneficiary; (c) a series of
substantially equal periodic payments over a specified period of at least ten
years; (d) a minimum distribution required to commence when a participant
reaches age 70 1/2 or the minimum amount to be paid after the participant's
death; (e) refunds of excess contributions to the plan described in Section
401(k) of the Code for corporations and unincorporated businesses; (f) loans
treated as distributions under the Code; (g) the cost of life insurance
coverage which is includible in the gross income of the plan participant; and
(h) any other taxable distributions from any of these plans which are not
eligible "roll-over" distributions.

All taxable distributions from 403(a) and TSAs Contracts that are not
eligible rollover distributions will be subject to federal income tax
withholding unless the payee elects to have no withholding. All taxable
distributions from the Non-Qualified Contracts will be subject to the same
federal income tax withholding as regular wages.

Each type of Contract is subject to various tax limitations. Typically,
except for the Non-Qualified Contracts, the maximum amount of purchase payment
is

FFA-32
<PAGE>

limited under federal tax law and there are limitations on how long money can
be left under the Contracts before withdrawals must begin. A 10% tax penalty
applies to certain taxable withdrawals from the Contract (or in some cases
from the plan or arrangement that purchased the Contract) before you are age
59 1/2. Certain withdrawals from the TSA Contracts are entirely prohibited
before age 59 1/2. If a combination of certain payments to you from certain
tax-favored plans (which includes (S)403(a) plans, (S)403(b) arrangements,
individual retirement annuities and tax-qualified pension and profit sharing
plans) exceeds the greater of (1) $150,000, or (2) $112,500 a year as indexed
for inflation ($150,000 for 1995), an additional penalty tax of 15% is imposed
on the excess. The rules as to what payments are subject to this provision are
complex. The following paragraphs will briefly summarize some of the tax rules
on a Contract-by-Contract basis, but will make no attempt to mention or
explain every single rule that may be relevant to you. We are not responsible
for determining if your plan or arrangement satisfies the requirements of the
Code.

TSA Contracts. These fall under (S)403(b) of the Code that provides certain
tax benefits to employees of public school systems and organizations that are
tax exempt under (S)501(c)(3) of the Code.

Except for the TSA Contract under which the employer retains all rights,
your employer buys the Contract for you although you, as the participant, then
own it. The Code limits the amount of purchase payments that can be made.
Purchase payments over this amount are subject to adverse tax consequences.
Special rules apply to the withdrawal of excess contributions. Withdrawals
before age 59 1/2 are prohibited except for (a) amounts contributed to or
earned under your (S)403(b) arrangement before January 1, 1989 that were
either paid into or earned under the Contract or later transferred to it in a
manner satisfying applicable Code requirements (withdrawals are deemed to come
first from pre-1989 money that is not subject to these restrictions, until all
of such money is withdrawn); (b) tax-free transfers to other (S)403(b) funding
vehicles or any other withdrawals that are not "distributions" under the Code;
(c) amounts that are not attributable to salary reduction elective deferral
contributions (i.e., generally amounts not attributable to a participant's
pre-tax contributions and their earnings); (d) after a participant dies,
separates from service or becomes disabled (as defined in the Code); (e) in
the case of financial hardship (as defined in the Code) but only purchase
payments may be withdrawn for hardship, not earnings; or (f) under any other
circumstances as the Code allows. Special withdrawal restrictions under
Section 403(b)(7)(A)(ii) of the Code apply to amounts that had once been
invested in mutual funds under custodial arrangements even after such amounts
are transferred to a Contract.

Withdrawals (other than tax-free transfers) that are allowed before age 59
1/2 are subject to an additional 10% tax penalty on the taxable portion of the
withdrawal. This penalty does not apply to withdrawals (1) paid to a
beneficiary or participant's estate after the participant's death; (2) due to
permanent disability (as defined in the penalty section of the Code); (3) made
in substantially equal payments (not less frequently than annually) over the
life or life expectancy of the participant or the participant and another
person named by the participant where such payments begin after separation
from service; (4) made to the participant after the participant separates from
service with the employer after age 55; (5) made to the participant on account
of deductible medical expenses (whether or not the participant actually
itemizes deductions); (6) made to an "alternate payee" under a "qualified
domestic relations order" (normally a spouse or ex-spouse); (7) of excess
matching employer contributions made to eliminate discrimination under the
Code; or (8) timely made to reduce an elective deferral as allowed by the
Code.

Withdrawals may be transferred to another (S)403(b) funding vehicle or (for
eligible rolllover distributions) to an IRA without federal tax consequences
if Code requirements are met. The Contract is not forfeitable and may not be
transferred. Your entire interest in the Contract must be withdrawn or begun
to be withdrawn by April 1 of the calendar year following the year in which
the participant reaches age 70 1/2 and a tax penalty of 50% applies to
withdrawals which should have been made but were not. Complex rules apply to
the timing and calculation of these withdrawals. Other complex rules apply to
how rapidly withdrawals must be made after the participant's death. Generally,
if the participant dies before the required withdrawals have begun, we must
make payment of your entire interest under the Contract within five years of
the year in which the participant died or begin payments under an income
annuity allowed by the Code to the participant's beneficiary over his or her
lifetime or over a period not beyond the beneficiary's life expectancy
starting by the December 31 following the year in which the participant dies.
If the participant's spouse is the beneficiary, payments may be made over the
spouse's lifetime or over a period not beyond the spouse's life expectancy
starting by the December 31 of the year in which the participant would have
reached age 70 1/2, if later. If the participant dies after required
withdrawals have begun, payments must continue to be made at least as rapidly
as under the method of distribution that was used as of the date of the death
of the participant. If the Contract is subject to the Retirement Equity Act,
the participant's

FFA-33
<PAGE>

spouse has certain rights which may be waived with the written consent of the
spouse. The IRS allows you to aggregate the amount to be withdrawn from each
TSA contract you own and to withdraw this amount in total from any one or more
of the TSA contracts you own.

403(a) Contracts. The employer adopts a 403(a) plan as a qualified
retirement plan to provide benefits to participating employees. The plan works
in a similar manner to a corporate qualified retirement plan except that the
403(a) plan does not have a trust or a trustee.

The Code limits the amount of contributions and distributions that may be
made under 403(a) plans. Withdrawals before age 59 1/2 may be subject to a 10%
tax penalty. Any amounts distributed under the 403(a) Contracts are generally
taxed according to the rules described under (S)72 of the Code. Withdrawals
must begin beginning no later than the April 1 of the calendar year following
the year in which the participant reaches age 70 1/2 or within five years of
the date of the participant's death under rules similar to those described
above for TSAs.

Non-Qualified Contract for Section 457(f) Deferred Compensation Plans. These
are deferred compensation arrangements for a select group of management or
highly compensated employees and individual independent contractors employed
or engaged by State or local governments or non-church tax-exempt
organizations. In this arrangement, the tax-exempt entity (e.g., a hospital)
deposits your deferred compensation amounts and earnings credited to these
amounts into a trust, which at all times is subject to the claims of the
employer's bankruptcy and insolvency creditors. The trust owns a Non-Qualified
Contract subject to the Non-Qualified Contract rules described below. Since
the trust is a grantor trust, any tax consequences arising out of ownership of
the Non-Qualified Contract will flow to the tax-exempt entity that is the
grantor of such trust. Each tax-exempt entity should consult its own tax
advisor with respect to the tax rules governing the Contract. You can defer
compensation until the first taxable year in which there is not a substantial
risk of forfeiture to your right to such compensation.

Any amount made available under the plan to you or your beneficiary is
generally taxed according to the annuity rules under (S)72. Thus, when
deferred compensation is no longer subject to a substantial risk of
forfeiture, it is immediately includable in your income and it becomes "after-
tax" contributions for the purposes of the tax rules governing income plan
payments in calculating the "exclusion ratio". Certain distributions made
before you are age 59 1/2 may be subject to a 10% tax penalty. It is unclear
whether this penalty applies with respect to distributions made for this type
of plan. Thus, you should consult your own tax advisor to clarify this issue.
Since there is some uncertainty as to how the Internal Revenue Service and the
courts will treat the "rolling vesting" aspect of this arrangement, you should
consult your own tax advisor to clarify this issue.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Contract to fund a Section 457(f)
deferred compensation plan should be advised to consult with their own tax
advisors regarding the application of the relevant rules to their particular
situation.

In connection with the sale of the Non-Qualified Contract for Section 457(f)
Deferred Compensation Plans, MetLife received opinions dated August 7, 1992 of
MetLife's special tax counsel, Piper & Marbury, discussing the major federal
tax issues arising under (S)457 in connection with various aspects of this
Contract and generally reaching favorable conclusions on those issues. These
opinions were rendered solely to MetLife and may not be relied upon by other
persons, including entities considering the purchase of the Contract. These
opinions have not been updated since August 7, 1992; they are currently under
review in light of subsequent developments.

Non-Qualified Contract for Section 451 Deferred Fee Arrangements. Under a
(S)451 deferred fee arrangement, a third party which is a tax-exempt entity
(e.g., a hospital) enters into a deferred fee arrangement with a taxable
entity, the employer, that provides services to the third party. These
deferred fees are used to fund a deferred compensation plan for the taxable
entity's employees who are a select group of management, highly compensated
employees or individual independent contractors. The deferred fees are
contributed by the tax-exempt entity into a trust that is subject to the
claims of its bankruptcy and insolvency creditors, and, when paid or made
available to the taxable entity, are subject to the claims of the taxable
entity's bankruptcy and insolvency creditors. Such arrangement, in accordance
with the provisions of (S)451, enables the taxable entity to defer
compensation until the year in which the amounts are paid or made available to
it, and enables the employees of the taxable entity who are participants in
its deferred compensation plan to defer compensation until the year in which
the amounts are paid or made available to them, unless under the method of
accounting used in computing taxable income, such amount is to be properly
accounted for in a different period. The taxable entity will be able to deduct
as employee compensation the amounts included in income by the participant-
employees of its deferred compensation plan, subject to such sums being
reasonable compensation and not disguised dividends.

FFA-34
<PAGE>

A trust established by the tax-exempt entity will own a Non-Qualified
Contract which may be subject to taxation rules as described below under Non-
Qualified Contracts. Since the trust is a grantor trust, any tax consequences
arising out of ownership of the Non-Qualified Contract will flow to the tax-
exempt entity that is the grantor of such trust. Each tax-exempt entity should
consult its own tax advisor with respect to the tax rules governing the
Contract. Participants in the taxable entity's deferred compensation plan must
look to the taxable entity for payments under the plan. These persons should
consult their own tax advisor for information on the tax treatment of these
payments made under the plan.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Contract to fund a Section 451
deferred fee arrangement should consult with their own tax advisors regarding
the application of the relevant rules to their particular situation.

In connection with the sale of the Non-Qualified Contract for Section 451
Deferred Fee Arrangements, MetLife received opinions dated August 7, 1992 of
MetLife's special tax counsel, Piper & Marbury, discussing the major federal
tax issues arising under (S)451 in connection with various aspects of this
Contract and generally reaching favorable conclusions on those issues. These
opinions were rendered solely to MetLife and may not be relied upon by other
persons, including entities considering the purchase of the Contract. These
opinions have not been updated since August 7, 1992; they are currently under
review in light of subsequent developments.

Non-Qualified Contract for Section 451 Deferred Compensation Plans. Under a
(S)451 deferred compensation plan, a select group of management or highly
compensated employees or individual independent contractors can defer
compensation until the year in which the amounts are paid or made available to
them, unless under the method of accounting used in computing taxable income
such amount is to be properly accounted for in a different period.
Participants should consult their own tax advisors for information on the tax
treatment of these payments.

A (S)451 plan could be sponsored by either a taxable entity or certain tax-
exempt entities. Taxable entities would be able to deduct as compensation the
amounts included in income by the participant of the deferred compensation
plan, subject to such sums being reasonable compensation and not disguised
dividends. For tax-exempt entities, if certain Tax Reform Act of 1986
"grandfather" requirements are adhered to, (S)451 rather than (S)457 should
apply to their deferred compensation plans. Tax-exempt entities should consult
their own tax advisors to ascertain whether these "grandfather" requirements
are met.

A trust established by either the tax-exempt entity or the taxable entity
would own a Non-Qualified Contract which may be subject to taxation rules as
described below under "Non-Qualified Contracts". Since the trust would be a
grantor trust, any tax consequences arising out of ownership of the Non-
Qualified Contract will flow to the tax-exempt entity or taxable entity that
is the grantor of such trust. Such entities should consult their own tax
advisors with respect to the tax rules governing the Contract.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Contract to fund a Section 451
deferred compensation plan should consult with their own tax advisors
regarding the application of the relevant rules to their particular situation.

In connection with the sale of the Non-Qualified Contract for Section 451
Deferred Compensation Plans, MetLife received opinions dated August 7, 1992 of
MetLife's special tax counsel, Piper & Marbury, discussing the major federal
tax issues arising under (S)451 in connection with various aspects of this
Contract and generally reaching favorable conclusions on those issues. These
opinions were rendered solely to MetLife and may not be relied upon by other
persons, including entities considering the purchase of the Contract. These
opinions have not been updated since August 7, 1992; they are currently under
review in light of subsequent developments.

Non-Qualified Contract for Section 457(e)(11) Severance and Death Benefit
Plans. These are severance and death benefit arrangements for adoption by tax-
exempt entities. If the employer is subject to ERISA, the arrangement must be
adopted exclusively for a select group of management or highly compensated
employees or individual independent contractors. The employer deposits
deferral amounts, which will be used to provide severance and death benefits,
into a trust which is subject at all times to the claims of the employer's
bankruptcy and insolvency creditors. As the owner of a Non-Qualified Contract,
the trust is subject to the rules described below under Non-Qualified
Contracts. Since the trust is a grantor trust, any tax consequences arising
out of ownership of the Non-Qualified Contract will flow to the employer, the
grantor of such trust. Each employer should consult with its own tax advisor
with respect to the tax rules governing the Contract.

The Federal income tax consequences to you of this arrangement depend on
whether the program qualifies

FFA-35
<PAGE>

as a "bona-fide severance pay" and a "bona-fide death benefit" plan as
described in (S)457(e)(11) of the Code. If the arrangement qualifies as a
"bona-fide severance pay" and "bona-fide death benefit" plan, (S)451 of the
Code will apply and you will not be taxed on your deferral amounts until the
tax year in which they are paid or made available to you, unless under the
method of accounting you use in computing taxable income such amount is to be
properly accounted for in a different period. If the arrangement does not
qualify as a "bona-fide severance pay" and "bona-fide death benefit" plan, your
deferral amounts will be subject to tax in the year in which they are deferred.
In that event, if you have not reported such income, in addition to the Federal
income tax you will have to pay, you will be assessed interest, and you may be
subject to certain penalties by the Internal Revenue Service.

Special Tax Considerations for Non-Qualified Contract for Section 457(e)(11)
Severance and Death Benefit Plans. There is a considerable risk that this
arrangement which is designed under Department of Labor regulations may not
qualify as a "bona-fide severance pay" plan under (S)457(e)(11), the applicable
section of the Code. The term "bona-fide severance pay" plan is not defined in
that section. The term "severance pay" plan has, however, been construed under
other Code sections. The United States Court of Appeals for the Federal Circuit
has indicated that for purposes of another Code section, a severance pay plan
with features similar to this arrangement would not qualify as a valid
severance pay plan. While this case addresses severance pay plans in a
different Code context, it is probable that courts will consider this and
numerous other court decisions in determining the tax consequences of this
arrangement. You should consult with your own tax advisor to determine if the
potential advantages to you of this arrangement outweigh the potential tax
risks in view of your individual circumstances.

In connection with the sale of the Non-Qualified Contract for Section
457(e)(11) Severance and Death Benefit Plans, MetLife received opinions dated
August 7, 1992 of MetLife's special tax counsel, Piper & Marbury, discussing
the major federal tax issues arising under (S)457 in connection with various
aspects of this Contract and generally reaching favorable conclusions on those
issues. These opinions were rendered solely to MetLife and may not be relied
upon by other persons, including entities considering making purchase payments
under the Contract. These opinions have not been updated since August 7, 1992;
they are currently under review in light of subsequent developments.

Non-Qualified Contracts. No limits apply under the Code to the amount of
purchase payments that you may make. Tax on income earned under the Contracts
is deferred until it is withdrawn only if you as owner of the Contract are an
individual (or under certain other circumstances specified by the Code). The
following discussion assumes that this is the case.

Any withdrawal is normally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and thus not subject to tax
to the extent previously taxed) only after all earnings are paid out. This rule
does not apply to payments made under income annuities, however. Such payments
are subject to an "exclusion ratio" which determines how much of each payment
is a non-taxable return of your contributions and how much is a taxable payment
of earnings. Once the total amount treated as a return of your contributions
equals the amount of such contributions, all remaining payments are fully
taxable. If you die before all contributions are returned, the unreturned
amount is a deduction on your final income tax return or a deduction to your
beneficiary if payments continue after your death. We will tell the purchaser
of an income annuity what your contributions were and how much of each income
payment is a non-taxable return of contributions.

Your Non-Qualified Contract may be exchanged for another non-qualified
contract without federal tax consequences if Code requirements are met.
Withdrawals need not be made by a particular age. If you die before payment of
your entire interest in the Contract under an income annuity begins, we must
make payment of your entire interest under the Contract within five years of
the year in which you die or begin payments under an income annuity allowed by
the Code to your beneficiary within one year of your death. If your spouse is
your beneficiary or a co-owner of the Non-Qualified Contract, this rule does
not apply. If you die after income payments begin, payments must continue to be
made at least as rapidly as under the method of distribution that was used at
the time of your death in accordance with the income type selected.

FFA-36
<PAGE>

Contract made then would otherwise be the case. Although the law is not clear,
the aggregation rule may also adversely affect the tax treatment of payments
received under an income annuity where the owner has purchased more than one
non-qualified annuity during the same calendar year from the same or an
affiliated company after October 21, 1988, and is not receiving income
payments from all annuities at the same time.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

Generally, all purchase payments under the Income Annuities, other than
purchase payments under Non-Qualified Income Annuities will be on a "before-
tax" basis. This means that the purchase payment was either a reduction from
income, entitled you to a tax deduction or was not subject to current income
tax. Because of this, federal income taxes are payable on the full amount of
money paid as income payments under the Income Annuity.

Under some circumstances certain Income Annuities accept both purchase
payments that have entitled you or the owner to a current tax deduction or to
a reduction in taxable income and those that do not. Taxation of income
payments depends on whether or not you or the owner were entitled to deduct or
exclude from income the purchase payment in compliance with the Code.

All taxable income payments (other than income payments under the Non-
Qualified Income Annuities) will be subject to Federal income tax withholding
unless the payee elects to have no withholding. The rate of withholding is as
determined by the Code at the time of payment. All taxable income payments
under the Non-Qualified Income Annuities will be subject to the same federal
income tax withholding treatment as regular wages.

Income payments (other than tax-free transfers to other (S)403(b) funding
vehicles, those made under non-qualified annuities for Section 457(f) Deferred
Compensation Plans, Section 451 Deferred Fee Arrangements and Section
457(e)(11) Severance and Death Benefit Plans) that are allowed before age 59
1/2 are generally subject to an additional 10% tax penalty on the taxable
portion of the income payment. This penalty does not apply to income payments
(1) paid to a beneficiary or the participant's estate after the participant's
death; (2) due to the participant's permanent disability (as defined in the
penalty section of the Code; or (3) made in substantially equal payments (not
less frequently than annually) over the life or life expectancy of the
participant or the participant and another person named by the participant,
where such payments begin after separation from service; and (4) under a Non-
Qualified Income Annuity purchased with a single purchase payment which
provides for substantially equal payments (to be made not less frequently then
annually) commencing no later than one year from the purchase date.
Additionally, under TSAs and 403(a) plans the penalty does not apply to income
payments (1) made to the participant after the participant separates from
service with his/her employer after age 55; (2) made to the participant on
account of deductible medical expenses (whether or not the participant
actually itemizes deductions); or (3) made to an "alternate payee" under a
"qualified domestic relations order" (normally a spouse or ex-spouse). If a
participant is under age 59 1/2 and is relying on an Income Annuity to
constitute a stream of substantially equal periodic payments to avoid an
additional 10% tax penalty under either section 72(q) or 72(t) of the Code,
there is a possibility that if such participant makes transfers as described
earlier in this Prospectus, the exercise of the transfer provision will cause
the imposition of this tax.

Distributions of your entire interest under the TSA and 403(a) Income
Annuities must be made beginning no later than the April 1 of the calendar
year following the year in which you reach age 70 1/2 or within five years of
the date of your death and a tax penalty of 50% applies to payments which
should have been made but were not. Complex rules apply to the timing and
calculation of these income payments. Other complex rules apply to how rapidly
income payments must be made after the participant's death. Generally, if the
participant dies before payments begin under an Income Annuity, the code
requires that the participant's entire interest under the Income Annuity be
withdrawn within five years of his or her death. If the participant dies
before payments begin under this Income Annuity, we will pay your entire
interest under the Income Annuity in a lump sum to the beneficiary after we
receive proof of death. If the participant dies after Income Annuity payments
begin, payments must continue to be made in accordance with the income type
selected. The Code requires that payments continue to be made at least as
rapidly as under the method of distribution that was used as of the

FFA-37
<PAGE>

date of death of the participant. If the Income Annuity is subject to the
Retirement Equity Act, the participant's spouse has certain rights which may
be waived with the written consent of the spouse.

Any income payments distributed under 403(a) Income Annuities are generally
taxed according to the rules described under (S)72 of the Code.

Non-Qualified Income Annuity for Section 457(f) Deferred Compensation Plans.
Any income payments distributed under the plan to you or your beneficiary are
generally taxed according to the annuity rules under (S)72. Thus, when
deferred compensation is no longer subject to a substantial risk of
forfeiture, it is immediately includable in your income and it becomes an
"after-tax" purchase payment for the purposes of the tax rules governing
income payments in calculating the "exclusion ratio." It is unclear whether
the 10% tax penalty for distributions made prior to age 59 1/2 applies with
respect to income payments made under this type of plan. Thus, you should
consult your own tax advisor to clarify this issue.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Income Annuity to fund a Section
457(f) deferred compensation plan should be advised to consult with their own
tax advisors regarding the application of the relevant rules to their
particular situation.

In connection with the sale of the Non-Qualified Income Annuity for Section
457(f) Deferred Compensation Plans, MetLife received opinions dated August 7,
1992 of MetLife's special tax counsel, Piper & Marbury, discussing the major
federal tax issues arising under (S)457 in connection with various aspects of
the Non-Qualified Contract for Section 457(f) Deferred Compensation Plans and
generally reaching favorable conclusions on those issues. These opinions were
rendered solely to MetLife and may not be relied upon by other persons,
including entities considering the purchase of the Income Annuity. These
opinions have not been updated since August 7, 1992; they are currently under
review in light of subsequent developments.

Non-Qualified Income Annuity for Section 451 Deferred Fee Arrangements. A
trust established by the tax-exempt entity will own a Non-Qualified Income
Annuity which may be subject to taxation rules as described below under "Non-
Qualified Income Annuities". Since the trust is a grantor trust, any tax
consequences arising out of ownership of the Non-Qualified Income Annuity will
flow to the tax-exempt entity that is the grantor of such trust. Each tax-
exempt entity should consult its own tax advisor with respect to the tax rules
governing the Income Annuity. Participants in the taxable entity's deferred
compensation plan must look to the taxable entity for income payments under
the plan. These persons should consult their own tax advisor for information
on the tax treatment of these income payments made under the plan.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Income Annuity to fund a Section 451
deferred fee arrangement should consult with their own tax advisors regarding
the application of the relevant rules to their particular situation.

In connection with the sale of the Non-Qualified Income Annuity for Section
451 Deferred Fee Arrangements, MetLife received opinions dated August 7, 1992
of MetLife's special tax counsel, Piper & Marbury, discussing the major
federal tax issues arising under (S)451 in connection with various aspects of
the Non-Qualified Contract for Section 451 Deferred Fee Arrangements and
generally reaching favorable conclusions on those issues. These opinions were
rendered solely to MetLife and may not be relied upon by other persons,
including entities considering the purchase of the Income Annuity. These
opinions have not been updated since August 7, 1992; they are currently under
review in light of subsequent developments.

Non-Qualified Income Annuity for Section 451 Deferred Compensation Plans. A
trust established by the tax-exempt entity or the taxable entity will own a
Non-Qualified Income Annuity which may be subject to taxation rules as
described below under "Non-Qualified Income Annuities". Since the trust is a
grantor trust, any tax consequences arising out of ownership of the Non-
Qualified Income Annuity will flow to the tax-exempt entity or the taxable
entity that is the grantor of such trust. Each such entity should consult its
own tax advisor with respect to the tax rules governing the Income Annuity.
Participants will not be taxed on their tax deferred compensation amounts
until the year in which they are paid or made available to them, unless under
the method of accounting the participant uses in computing taxable income such
amount is to be properly accounted for in a different period.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Income Annuity to fund a Section 451
deferred compensation plan should consult with their own tax advisors
regarding the application of the relevant rules to their particular situation.

In connection with the sale of the Non-Qualified Income Annuity for Section
451 Deferred Compensation Plans, MetLife received opinions dated August 7,
1992 of MetLife's special tax counsel, Piper & Marbury, discussing the major
federal tax issues arising under

FFA-38
<PAGE>

(S)451 in connection with various aspects of the Non-Qualified Contract for
Section 451 Deferred Compensation Plans and generally reaching favorable
conclusions on those issues. These opinions were rendered solely to MetLife
and may not be relied upon by other persons, including entities considering
the purchase of the Income Annuity. These opinions have not been updated since
August 7, 1992; they are currently under review in light of subsequent
developments.

Non-Qualified Income Annuity for Section 457(e)(11) Severance and Death
Benefit Plans. As the owner of a Non-Qualified Income Annuity, the trust is
subject to the rules described below under "Non-Qualified Income Annuities".
Since the trust is a grantor trust, any tax consequences arising out of
ownership of the Non-Qualified Income Annuity will flow to the employer, the
grantor of such trust. Each employer should consult with its own tax advisor
with respect to the tax rules governing the Income Annuity.

The federal income tax consequences to you of this arrangement depend on
whether the program qualifies as a "bona-fide severance pay" and a "bona-fide
death benefit" plan as described in (S)457(e)(11) of the Code. If the
arrangement qualifies as a "bona-fide severance pay" and "bona-fide death
benefit" plan (S)451 of the Code will apply and you will be taxed in the tax
year in which such benefits are paid or made available to you, unless under
the method of accounting you use in computing taxable income such amount is to
be properly accounted for in a different period. If the arrangement does not
qualify as a "bona-fide severance pay" and "bona-fide death benefit" plan, the
amounts which constituted your purchase payment will be subject to tax in the
year in which they are deferred. In that event, if you have not reported such
income, in addition to the Federal income tax you will have to pay, you will
be assessed interest, and you may be subject to certain penalties by the
Internal Revenue Service.

Special Tax Considerations for Non-Qualified Income Annuity for Section
457(e)(11) Severance and Death Benefit Plans. There is a considerable risk
that this arrangement which is designed under Department of Labor regulations
may not qualify as a "bona-fide severance pay" plan under (S)457(e)(11), the
applicable section of the Code. The term "bona-fide severance pay" plan is not
defined in that section. The term "severance pay" plan has, however, been
construed under other Code sections. The United States Court of Appeals for
the Federal Circuit has indicated that for purposes of another Code section, a
severance pay plan with features similar to this arrangement would not qualify
as a valid severance pay plan. While this case addresses severance pay plans
in a different Code context, it is probable that courts will consider this and
numerous other court decisions in determining the tax consequences of this
arrangement. You should consult with your tax advisor to determine if the
potential advantages to you of this arrangement outweigh the potential tax
risks in view of your individual circumstances.

In connection with the sale of the Non-Qualified Income Annuity for Section
457(e)(11) Severance and Death Benefit Plans, MetLife received opinions dated
August 7, 1992 of MetLife's special tax counsel, Piper & Marbury, discussing
the major federal tax issues arising under (S)457 in connection with various
aspects of the Non-Qualified Contract for Section 457(e)(11) Severance and
Death Benefit Plans and generally reaching favorable conclusions on those
issues. These opinions were rendered solely to MetLife and may not be relied
upon by other persons, including entities considering the purchase of the
Income Annuity. These opinions have not been updated since August 7, 1992;
they are currently under review in light of subsequent developments.

Non-Qualified Income Annuities. The following discussion assumes that you
are an individual (or under certain other circumstances specified by the
Code). Income payments are subject to an "exclusion ratio" which determines
how much of each income payment is a non-taxable return of your purchase
payment and how much is a taxable payment of earnings. Once the total amount
treated as a return of your purchase payment equals the amount of such
purchase payment, all remaining income payments are fully taxable. If you die
before the purchase payment is returned, the unreturned amount is a deduction
on your final income tax return or a deduction to your beneficiary if income
payments continue after your death. We will tell the purchaser of an Income
Annuity what your purchase payment was and how much of each income payment is
a non-taxable return of your purchase payment.

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<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

FFA-40
<PAGE>

APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

<TABLE>
<CAPTION>
KEOGH NON-
TSA IRA AND SEP AND 403(A) PEDC QUALIFIED
CONTRACTS CONTRACTS CONTRACTS CONTRACTS CONTRACTS
AND INCOME AND INCOME AND INCOME AND INCOME AND INCOME
ANNUITIES ANNUITIES(1) ANNUITIES ANNUITIES(2) ANNUITIES
---------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
California.............. 0.5% 0.5%(4) 0.5% 2.35% 2.35%
District of Columbia.... -- -- -- -- 2.25%
Kansas.................. -- -- -- -- 2.0%
Kentucky................ 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Mississippi............. -- -- -- -- 1.0%(3)
Nevada.................. -- -- -- -- 3.5%
Pennsylvania............ -- -- -- -- 2.0%
U.S. Virgin Islands..... 5.0% 5.0% 5.0% 5.0% 5.0%
South Dakota............ -- -- -- -- 1.25%
Puerto Rico............. 1.0% 1.0% 1.0% 1.0% 1.0%
West Virginia........... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming................. -- -- -- -- 1.0%
</TABLE>
- -------
(1) Annuity tax rates applicable to IRA Contracts and Income Annuities
purchased for use in connection with individual retirement trust or
custodial accounts meeting the requirements of Section 408(a) of the Code
are included under the column headed "IRA and SEP Contracts and Income
Annuities."
(2) Annuity tax rates applicable to Contracts and Income Annuities purchased
under retirement plans of public employers meeting the requirements of
Section 401(a) of the Code are included under the column headed "Keogh
Contracts and Income Annuities."
(3) Effective July 1, 1995, the Mississippi tax on annuity considerations is
repealed.
(4) With respect to Contracts and Income Annuities purchased for use in
connection with individual retirement trust or custodial accounts meeting
the requirements of Section 408(a) of the Code, the annuity tax rate in
California is 2.35% instead of 0.5%.

FFA-41
<PAGE>

REQUEST FOR A STATEMENT OF
ADDITIONAL INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information,
or have changed your address, please check the appropriate box below and
return to the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc. and
Calvert Responsibly Invested Balanced Portfolio

[_] Calvert Capital Accumulation Portfolio

[_] Variable Insurance Products Funds

[_] I have changed my address. My CURRENT address is:

Name: ----------------------------------
- -------------------------------------
Address: ----------------------------------
(Contract Number) ----------------------------------
- ------------------------------------- zip
(Signature)

METROPOLITAN LIFE INSURANCE COMPANY
ATTN: MICHELLE FOX
RETIREMENT AND SAVINGS CENTER
72 EAGLE ROCK AVENUE
EAST HANOVER, NJ 07936
<PAGE>

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

[LOGO OF METLIFE(R) APPEARS HERE] -----------------
Bulk Rate
Metropolitan Life Insurance Company U.S. Postage Paid
501 US Highway 22 Rutland, VT
Bridgewater, NJ 08807-2438 Permit 220
-----------------
ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

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

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS, VESTMET
AND
FINANCIAL FREEDOM ACCOUNT
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

STATEMENT OF ADDITIONAL INFORMATION

FORM N-4 PART B

May 1, 1995

This Statement of Additional Information is not a prospectus but contains
information in addition to and more detailed than that set forth in the
Prospectuses for Preference Plus, VestMet and Financial Freedom Account
Contracts dated May 1, 1995 and should be read in conjunction with the
Prospectuses. Copies of the Prospectuses may be obtained from Metropolitan
Life Insurance Company, One Madison Avenue, New York, New York 10010.

A Statement of Additional Information for the Metropolitan Series Fund, Inc.
is attached at the end of this Statement of Additional Information. The
Statements of Additional Information for Calvert Responsibly Invested Balanced
Portfolio, Calvert Capital Accumulation Portfolio and Fidelity Variable
Insurance Products Funds are distributed separately.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors...................................................... 2
Services.................................................................. 2
Distribution of Certificates and Interests in the Contracts and Income An-
nuities.................................................................. 2
Early Withdrawal Charge................................................... 2
Variable Income Payments.................................................. 2
Performance Data.......................................................... 4
</TABLE>

--------------
<PAGE>

INDEPENDENT AUDITORS

Deloitte & Touche LLP, 1633 Broadway, New York, New York, independent
auditors, will annually audit the Separate Account's financial statements. The
financial statements for the period ended December 31, 1994 included in this
Statement of Additional Information have been audited by Deloitte & Touche LLP,
as stated in their report appearing herein, and have been so included in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.

SERVICES

From time to time, Metropolitan Life pays third parties to administer its
contracts. In such instances Metropolitan Life pays such third parties a
portion of the fees it collects.

DISTRIBUTION OF CERTIFICATES AND INTERESTS IN THE CONTRACTS AND INCOME
ANNUITIES

The certificates and interests in the Contracts and Income Annuities are sold
through individuals who are licensed life insurance sales representatives of
Metropolitan Life Insurance Company ("Metropolitan Life"). Metropolitan Life is
registered with the Securities and Exchange Commission as a broker-dealer under
the Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. They also are sold through other registered broker-
dealers. They also may be sold through the mail and in the case of certain
Enhanced Preference Plus and VestMet Contracts and Income Annuities and
Financial Freedom Account Contracts and Income Annuities by certain qualified
employees of Metropolitan Life.

From time to time, Metropolitan Life may also pay certain organizations a fee
for endorsing its variable annuity contracts. Metropolitan Life has been
informed that in certain instances these organizations may use such fees to pay
their administrative expenses.

The offering of all Contracts and Income Annuities is continuous. Owners and
participants under Contracts and Income Annuities may not be offered all
investment choices. Each Contract will indicate those investment choices
available under the Contract or Income Annuity.

EARLY WITHDRAWAL CHARGE

The total amount of early withdrawal charges paid to and retained by
Metropolitan Life for the years ended December 31, 1992, 1993 and 1994 were
$1,378,468, $1,431,866 and $3,957,522 respectively.

VARIABLE INCOME PAYMENTS

"Variable income payments" include variable income payments made under the
various Income Annuities.

ASSUMED INVESTMENT RATE

The following discussion concerning the amount of variable income payments is
based on an Assumed Investment Rate of 4% per year. It should not be inferred
that such rates will bear any relationship to the actual net investment
experience of the Separate Account.

AMOUNT OF INCOME PAYMENTS

The amount of annuity units which will be received periodically from the
investment division will depend upon the payment or Account Balance applied as
of the annuity date, the annuity unit value as of the annuity date, the amount
of any premium tax owed, any contract charges, the annuity type selected, and
the age(s) and sex of the annuitant(s) (except where unisex values rates are
required by law).

The first payment is equal to the number of units determined, as explained
above, multiplied by the annuity unit value as of the issue date or as of the
date 10 days prior to payment if later. Subsequent payments are equal to the
number of annuity units multiplied by the annuity unit value 10 days prior to
payment.

Income Annuities contain tables indicating the dollar amount of the first
income payment (if the payment is made as of the issue date of the contract)
under each variable income type for each $1,000 of payment or Account Balance
(after deduction for any premium tax) at various ages. These tables are based
upon the 1983 Metropolitan adjusted group and individual mortality tables and
the Assumed Investment Rate.

The first variable income payment consists of a portion from each of the
Separate Account investment divisions chosen. Each portion of the first payment
is divided by the annuity unit value (described below) for that division to
determine the number of annuity units in each division represented by the
payment. The number of such units will remain fixed during the annuity period,
assuming the annuitant makes no transfers of annuity units to provide annuity
units under another investment division or to provide a fixed income option.

Subsequently, the variable income payment amount will be determined as of the
10th day prior to a payment due date. Each payment may vary from the prior one.

Therefore, the dollar amount of variable income payments after the first will
vary with the amount by which the investment performance is greater or less
than 4% per annum and separate account expenses. For example, on an annual
basis, if an investment division has a cumulative investment performance of 6%
over a one year period, the first variable income plan payment

2
<PAGE>

....................
in the next year will be approximately 0.75% greater than the payment on the
same date in the preceding year, and subsequent payments will continue to vary
with the investment experience of the division. If such investment performance
return is -1% over a one year period, the first variable income payment in the
next year will be approximately 6.25% less than the payment on the same date in
the preceding year, and subsequent payments will continue to vary with the
investment performance of the applicable division.

Each Contract provides that, when a fixed income option is chosen, the
payment to the annuitant will not be less than the payment produced by the then
current settlement option rates, which will not be less that the rates used for
a currently issued single payment immediate annuity contract. The purpose of
this provision

The following illustrations show, by use of hypothetical examples, the method
of determining the annuity unit value and the amount of variable income
payments:

ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

<TABLE>
<C> <S> <C>
1. Annuity Unit value, beginning of period........................ $ 10.20000
2. "Experience factor" for period................................. 1.023558
3. Daily adjustment for 4% of Assumed Investment Rate............. .99989255
4. (2) X (3)...................................................... 1.023448
5. Annuity Unit value, end of period (1) X (4).................... $ 10.43917
</TABLE>

ILLUSTRATION OF ANNUITY PAYMENTS
(ASSUMES THE FIRST MONTHLY PAYMENT IS MADE WITHIN 10 DAYS OF THE ISSUE DATE OF
THE INCOME ANNUITY)
Annuitant age 65, Life Annuity with 120 Payments Guaranteed

<TABLE>
<C> <S> <C>
1. Number of Accumulation Units of at Annuity Date............... 1,500.00
2. Accumulation Unit value....................................... $ 11.80000
3. Accumulation Value of Contract (1) X (2)...................... $17,700.00
4. First monthly income payment per $1,000 of Accumulation Value. $ 5.63
5. First monthly income payment (3) X (4) / 1,000 ............... $ 99.65
Annuity Unit Value (see Illustration of Calculation of Annuity
6. Unit Value above as of Annuity Date).......................... $ 10.80000
7. Number of Annuity Units (5) / (6)............................. 9.22685
Assume Annuity Unit Value for the second month equal to (10
8. days prior to payment)........................................ $ 10.97000
9. Second monthly Annuity Payment (7) X (8)...................... $ 101.22
10. Assume Annuity Unit value for third month equal to............ $ 10.52684
11. Next monthly Annuity Payment (7) X (10)....................... $ 97.13
</TABLE>
is to assure the annuitant that, at retirement, if the fixed income option
purchase rates for new single payment immediate contracts are significantly
more favorable than the rates guaranteed by a Contract, the annuitant will be
given the benefit of the new rates.

ANNUITY UNIT VALUE

The value of an annuity unit is calculated at the same time that the value of
an accumulation unit is calculated and is based on the same change in
investment performance in the Separate Account. (See "Determining the Value of
Your Separate Account Investment on page A-PPA-11, B-PPA-13, C-PPA-12 and FFA-
20 in the Prospectus.) The calculation of an annuity unit value is discussed in
the Prospectus under "How is an annuity unit value calculated?"

3
<PAGE>

PERFORMANCE DATA

The yield for the money market investment divisions was derived by taking
the income generated by an investment in a money market division over the
seven-day period and then "annualizing" it, by assuming that the same amount
of income was generated each week over a 52 week period. Total income is shown
as a percentage of the investment. The effective yield figure was obtained in
the same manner as the yield quotation except that investment income was
assumed to be reinvested over the 52 week period. Realized gains and losses
from the sale of securities and unrealized appreciation and depreciation were
excluded from the calculation of yield and effective yield. The yield
quotation for other investment divisions is computed by taking the net
investment income generated over the period per accumulation unit as of the
last day of the period. This percentage is then compounded semiannually. Net
investment income is defined, for purposes of this calculation, as dividends
and interest earned during the period minus accrued expenses. Both the yield
and effective yield figures reflect deductions for the contract charge (for
the VestMet Contracts) and charges for mortality and expense risk and general
administrative expenses. The yield and effective yield figures do not reflect
the possible imposition of an early withdrawal charge of up to 7% of the
amount withdrawn or the amount withdrawn attributable to a purchase payment,
which may result in a lower yield figure being experienced by the investor.

Change in accumulation unit value and change in annuity unit value refer to
the comparison between the value of an accumulation or annuity unit at the
beginning of a specified period of time and the value of an accumulation or
annuity unit at the end of the period. This number is then expressed as a
percentage and may also be expressed as an annualized figure. While general
administrative expenses and mortality and expense risk charges are reflected
in change of accumulation or annuity unit value figures, early withdrawal and
contract charges (for VestMet Contracts and most Income Annuities), if
applicable, are not so reflected.

Average annual total return assumes a steady rate of return based upon a
comparison between the withdrawal value of the hypothetical $1,000 investment
over a specified period of time compared to the initial $1,000 investment,
expressed as a percentage. Early withdrawal charges, as applicable, and other
recurring charges are reflected in average annual total return figures.

Enhanced Preference Plus, Enhanced VestMet and Financial Freedom Contacts
and Enhanced Preference Plus and Financial Freedom Account Income Annuities
performance figures vary from other Preference Plus and VestMet Contracts and
Income Annuities as a result of reduced Separate Account charges.

Performance may also be calculated based upon historical performance of the
underlying mutual funds, the Fund, Calvert Balanced Portfolio, Calvert Capital
Accumulation and Fidelity Funds, and may assume that certain contracts were in
existence prior to their inception date. After the inception date, actual
accumulation or annuity unit data is used.

Performance may be shown for two investment strategies that are made
available under certain Contracts. The first is the "Equity Generator" SM.
Under the "Equity Generator," at the end of a specified period (i.e., monthly,
quarterly), an amount equal to the interest earned during the period in the
Fixed Interest Account is transferred to the Stock Index Division or the
Aggressive Growth Division. The second technique is the "Equalizer" SM. Under
this strategy, at the end of a specified period (i.e., monthly, quarterly), a
transfer is made from the Stock Index Division to the Fixed Interest Account
or from the Fixed Interest Account to the Stock Index Division or the
Aggressive Growth Division in order to make the account and the division equal
in value. An "Equity Generator Return", "Aggressive Equity Generator Return",
"Equalizer Return" or "Aggressive Equalizer Return" will be calculated by
presuming a certain dollar value at the beginning of a period and comparing
this dollar value with the dollar value, based on historical performance, at
the end of the period, expressed as a percentage. The "Return" in each case
will assume that no withdrawals have occurred. We may also show performance
for the Equity Generator and Equalizer investment strategies using other
investment divisions for which these strategies are made available in the
future. If we do so, performance will be calculated in the same manner as
described above, using the appropriate account and/or investment divisions.

4
<PAGE>

FOR THE PERIOD JANUARY 1, 1994 TO DECEMBER 31, 1994--PREFERENCE PLUS CONTRACTS
(10% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... (4.47)% (10.80)%
Income Division..................................... (4.34)% (10.68)%
Diversified Division................................ (4.24)% (10.57)%
Aggressive Growth Division.......................... (3.11)% (9.43)%
Stock Index Division................................ (.07)% (6.37)%
International Stock Division........................ 3.71 % (2.56)%
Calvert Responsibly Invested Balanced Division...... (4.38)% (10.71)%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1994--PREFERENCE PLUS CONTRACTS (10%
FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... 7/2/90 34.70% 6.84% 6.38%
Income Division......... 7/2/90 36.50% 7.16% 6.70%
Diversified Division.... 7/2/90 35.50% 6.98% 6.52%
Aggressive Growth Divi-
sion................... 7/2/90 74.70% 13.19% 12.84%
Stock Index Division.... 7/2/90 37.00% 7.24% 6.79%
International Stock Di-
vision................. 7/1/91 42.50% 10.64% 9.87%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 31.10% 6.51% 6.02%
</TABLE>

FOR THE JANUARY 1, 1994 TO DECEMBER 31, 1994--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... (4.47)% (10.13)%
Income Division..................................... (4.34)% (10.01)%
Diversified Division................................ (4.24)% (9.90)%
Aggressive Growth Division.......................... (3.11)% (8.75)%
Stock Index Division................................ (.07)% (5.67)%
International Stock Division........................ 3.71 % (1.84)%
Calvert Responsibly Invested Balanced Division...... (4.38)% (10.04)%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1994--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... 7/2/90 34.70% 6.84% 6.45%
Income Division......... 7/2/90 36.50% 7.16% 6.77%
Diversified Division.... 7/2/90 35.50% 6.98% 6.60%
Aggressive Growth Divi-
sion................... 7/2/90 74.70% 13.19% 12.91%
Stock Index Division.... 7/2/90 37.00% 7.24% 6.86%
International Stock Di-
vision................. 7/2/90 42.50% 10.64% 10.00%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 31.10% 6.51% 6.09%
</TABLE>

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1994--PREFERENCE PLUS
CONTRACTS

<TABLE>
<S> <C>
Growth Division.............................. 1.81%
Income Division.............................. 4.44%
Diversified Division......................... 2.96%
Aggressive Growth Division................... .69%
Stock Index Division......................... 1.36%
International Stock Division................. 3.10%
</TABLE>

5
<PAGE>

FOR THE PERIOD JANUARY 1, 1994 TO DECEMBER 31, 1994--ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (10% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... (4.15)% (10.48)%
Income Division..................................... (4.03)% (10.35)%
Diversified Division................................ (4.00)% (10.33)%
Aggressive Growth Division.......................... (2.81)% (9.13)%
Stock Index Division................................ .20% (6.10)%
International Stock Division........................ 4.05 % (2.23)%
Calvert Responsibly Invested Balanced Division...... (4.18)% (10.51)%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1994--ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (10% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... 7/2/90 36.52% 7.16% 6.71%
Income Division......... 7/2/90 38.41% 7.49% 7.04%
Diversified Division.... 7/2/90 37.31% 7.30% 6.84%
Aggressive Growth Divi-
sion................... 7/2/90 77.04% 13.53% 13.18%
Stock Index Division.... 7/2/90 38.89% 7.57% 7.12%
International Stock Di-
vision................. 7/2/90 44.00% 10.97% 10.21%
Calvert Responsibly In-
vested Balanced Divi-
sion................... 7/2/90 19.10% 4.88% 4.02%
</TABLE>

FOR THE PERIOD JANUARY 1, 1994 TO DECEMBER 31, 1994-- ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (20% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..... (4.15)% (9.81)%
Income Division..... (4.03)% (9.68)%
Diversified Divi-
sion............... (4.00)% (9.65)%
Aggressive Growth
Division........... (2.81)% (8.45)%
Stock Index Divi-
sion............... .20% (5.40)%
International Stock
Division........... 4.05 % (1.50)%
Calvert Responsibly
Invested Balanced
Division........... (4.18)% (9.84)%
Calvert Capital Ac-
cumulation Divi-
sion............... (10.77)% (16.52)%
Fidelity Equity-In-
come Division...... 5.46% (.06)%
Fidelity Growth Di-
vision............. (.95)% (6.56)%
Fidelity Overseas
Division........... (.76)% (4.83)%
Fidelity Investment
Grade Bond Divi-
sion............... (4.70)% (10.36)%
Fidelity Asset Man-
ager Division...... (6.98)% (12.68)%
</TABLE>

6
<PAGE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1994-- ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (20% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
INCEPTION ACCUMULATION UNIT VALUE AVERAGE ANNUAL
DATE UNIT VALUE ANNUALIZED TOTAL RETURN
--------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division............. 7/2/90 36.52% 7.16% 6.78%
Income Division............. 7/2/90 38.41% 7.49% 7.11%
Diversified Division........ 7/2/90 37.31% 7.30% 6.92%
Aggressive Growth Division.. 7/2/90 77.04% 13.53% 13.25%
Stock Index Division........ 7/2/90 38.89% 7.57% 7.20%
International Stock Divi-
sion....................... 7/1/91 44.00% 10.97% 10.34%
Calvert Responsibly Invested
Balanced Division.......... 5/1/91 19.10% 4.88% 4.14%
Calvert Capital Accumulation
Division................... 5/1/92 5.64% 2.08% .63%
Fidelity Equity-Income Divi-
sion....................... 5/1/92 34.58% 11.77% 10.63%
Fidelity Growth Division.... 5/1/92 30.24% 10.41% 9.22%
Fidelity Overseas Division.. 5/1/92 17.96% 6.39% 5.08%
Fidelity Investment Grade
Bond Division.............. 5/1/92 10.94% 3.97% 2.59%
Fidelity Asset Manager Divi-
sion....................... 5/1/92 18.61% 6.61% 5.31%

FOR THE PERIOD JANUARY 1, 1994 TO DECEMBER 31, 1994--
ENHANCED NON-QUALIFIED PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division............. (4.15)% (4.15)%
Income Division............. (4.03)% (4.03)%
Diversified Division........ (4.00)% (4.00)%
Aggressive Growth Division.. (2.81)% (2.81)%
Stock Index Division........ .20 % .20 %
International Stock Divi-
sion....................... 4.05 % 4.05 %
Calvert Responsibly Invested
Balanced Division.......... (4.18)% (4.18)%
Calvert Capital Accumulation
Division................... (10.77)% (10.77)%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1994--
ENHANCED NON-QUALIFIED PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
INCEPTION ACCUMULATION UNIT VALUE AVERAGE ANNUAL
DATE UNIT VALUE ANNUALIZED TOTAL RETURN
--------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division............. 5/1/91 36.52% 7.16% 7.16%
Income Division............. 5/1/91 38.41% 7.49% 7.49%
Diversified Division........ 5/1/91 37.31% 7.30% 7.30%
Aggressive Growth Division.. 5/1/91 77.04% 13.53% 13.53%
Stock Index Division........ 5/1/91 38.89% 7.57% 7.57%
International Stock Divi-
sion....................... 7/1/91 44.00% 10.97% 10.97%
Calvert Responsibly Invested
Balanced Division.......... 5/1/91 19.10% 4.88% 4.88%
Calvert Capital Accumulation
Division................... 5/1/92 5.64% 2.08% 2.08%
</TABLE>

7
<PAGE>

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1994--
ENHANCED PREFERENCE PLUS CONTRACTS

<TABLE>
<S> <C>
Growth Division......... 2.20%
Income Division......... 4.84%
Diversified Division.... 3.35%
Aggressive Growth Divi-
sion................... 1.07%
Stock Index Division.... 1.73%
International Stock Di-
vision................. 3.49%

FOR THE PERIOD JANUARY 1, 1994 TO DECEMBER 31, 1994--
FINANCIAL FREEDOM ACCOUNT CONTRACTS

<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Stock Index Division.... .23 % .23 %
Calvert Responsibly In-
vested Balanced Divi-
sion................... (4.18)% (4.18)%
Calvert Capital Accumu-
lation Division........ (10.77)% (10.77)%
Fidelity Equity-Income
Division............... 5.46 % 5.46 %
Fidelity Growth Divi-
sion................... (.95)% (.95)%
Fidelity Overseas Divi-
sion................... .76 % .76 %
Fidelity Investment
Grade Bond Division.... (4.70)% (4.70)%
Fidelity Asset Manager
Division............... (6.98)% (6.98)%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1994--FINANCIAL FREEDOM ACCOUNT
CONTRACTS

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Stock Index Division.... 7/1/91 28.60% 7.44% 7.44%
Calvert Responsibly In-
vested Balanced Divi-
sion................... 7/1/91 19.30% 5.17% 5.17%
Calvert Capital Accumu-
lation Division........ 7/1/91 14.30% 3.89% 3.89%
Fidelity Equity-Income
Division............... 7/1/91 58.40% 14.03% 14.03%
Fidelity Growth Divi-
sion................... 7/1/91 57.20% 13.78% 13.78%
Fidelity Overseas Divi-
sion................... 7/1/91 32.00% 8.25% 8.25%
Fidelity Investment
Grade Bond
Division............... 7/1/91 21.70% 5.76% 5.76%
Fidelity Asset Manager
Division............... 7/1/91 33.20% 8.53% 8.53%

MONEY MARKET DIVISIONS--SEVEN DAY PERIOD ENDING DECEMBER 31, 1994

<CAPTION>
EFFECTIVE
YIELD YIELD
------------ ------------
<S> <C> <C>
VestMet Contracts...................... 4.59% 4.69%
Enhanced VestMet Contracts............. 5.09% 5.22%
Financial Freedom Account Contracts.... 3.99% 4.07%

FOR THE PERIOD JANUARY 1, 1994 TO DECEMBER 31, 1994--VESTMET CONTRACTS

<CAPTION>
CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ ------------
<S> <C> <C>
Growth Division........................ (4.67)% (10.70)%
Income Division........................ (4.58)% (10.41)%
Diversified Division................... (4.50)% (10.60)%
Aggressive Growth Division............. (3.35)% (9.20)%
Stock Index Division................... (.34)% (6.24)%
</TABLE>

8
<PAGE>

FOR THE PERIOD JANUARY 1, 1990 TO DECEMBER 31, 1994--VESTMET CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ --------------- ------------
<S> <C> <C> <C>
Growth Division........................ 39.70% 6.92% 5.77%
Income Division........................ 38.12% 6.67% 5.73%
Diversified Division................... 38.72% 6.76% 5.54%
Aggressive Growth...................... 83.96% 12.97% 12.08%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1994--VESTMET CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ --------------- ------------
<S> <C> <C> <C> <C>
Growth Division......... 3/ 1/85 183.60% 11.17% 10.94%
Income Division......... 3/ 1/85 137.70% 9.20% 8.94%
Diversified Division.... 7/25/86 88.80% 7.84% 7.34%
Aggressive Growth Divi-
sion................... 5/18/88 153.50% 15.07% 14.71%
Stock Index Division.... 5/ 1/90 46.90% 8.58% 7.55%
</TABLE>

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1994--VESTMET CONTRACTS
<TABLE>
<S> <C>
Growth Division......... 1.48%
Income Division......... 4.09%
Diversified Division.... 2.64%
Aggressive Growth Divi-
sion................... .39%
Stock Index Division.... 1.00%
</TABLE>

FOR THE PERIOD JANUARY 1, 1994 TO DECEMBER 31, 1994--
ENHANCED VESTMET CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ ---------------
<S> <C> <C>
Growth Division........................ (4.15)% (4.52)%
Income Division........................ (4.03)% (4.25)%
Diversified Division................... (4.00)% (4.33)%
Aggressive Growth Division............. (2.81)% (3.01)%
Stock Index Division................... .20 % .14 %
</TABLE>
FOR THE PERIOD JANUARY 1, 1990 TO DECEMBER 31, 1994--
ENHANCED VESTMET CONTRACTS
<TABLE>
<CAPTION>
CHANGE IN CHANGE IN AVERAGE
ACCUMULATION ACCUMULATION ANNUAL
UNIT VALUE UNIT ANNUALIZED TOTAL RETURN
------------ --------------- ------------
<S> <C> <C> <C>
Growth Division........................ 43.54% 7.50% 7.19%
Income Division........................ 41.98% 7.26% 7.07%
Diversified Division................... 42.58% 7.35% 7.09%
Aggressive Growth...................... 89.14% 13.59% 13.46%
</TABLE>

9
<PAGE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1994--ENHANCED VESTMET CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Growth Division.......... 5/11/87 83.89% 8.29% 8.02%
Income Division.......... 5/11/87 75.57% 7.64% 7.45%
Diversified Division..... 5/11/87 74.40% 7.54% 7.27%
Aggressive Growth Divi-
sion.................... 5/18/88 162.90% 15.71% 15.62%
Stock Index Division..... 5/ 1/90 50.70% 9.18% 9.15%
</TABLE>

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1994--
ENHANCED VESTMET CONTRACTS
<TABLE>
<S> <C>
Growth Division.......... 2.09%
Income Division.......... 4.71%
Diversified Division..... 3.25%
Aggressive Growth Divi-
sion.................... .97%
Stock Index Division..... 1.60%
</TABLE>

10
<PAGE>

INDEPENDENT AUDITOR'S REPORT

The Contractholders of
Metropolitan Life Separate Account E:

We have audited the accompanying statements of assets and liabilities of the
Growth, Income, Money Market, Diversified, Variable B, Variable C, Variable D,
Aggressive Growth, Stock Index, International Stock, Fidelity Money Market,
Fidelity Equity-Income, Fidelity Growth, Fidelity Overseas, Fidelity
Investment Grade Bond, Fidelity Asset Manager, Calvert Socially Responsible
and Calvert-Ariel Divisions of Metropolitan Life Separate Account E (the
"Separate Account") as of December 31, 1994 and (i) the related statements of
operations for the year then ended and of changes in net assets for the
periods presented and (ii) the related statements of operations and of changes
in net assets for the Equity Income and GNMA Divisions of the Separate Account
for the periods presented. These financial statements are the responsibility
of the Separate Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned at December 31, 1994 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets of the Growth, Income, Money Market, Diversified,
Variable B, Variable C, Variable D, Aggressive Growth, Stock Index,
International Stock, Fidelity Money Market, Fidelity Equity-Income, Fidelity
Growth, Fidelity Overseas, Fidelity Investment Grade Bond, Fidelity Asset
Manager, Calvert Socially Responsible and Calvert-Ariel Divisions of
Metropolitan Life Separate Account E at December 31, 1994 and the results of
their operations for the year then ended and the changes in their net assets
for the periods presented and the results of operations and changes in net
assets for the Equity Income and GNMA Divisions of Metropolitan Life Separate
Account E for the periods presented in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE LLP
New York, New York
February 21, 1995

11
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1994

<TABLE>
<CAPTION>
MONEY
GROWTH INCOME MARKET
DIVISION DIVISION DIVISION
------------ ------------ -----------
<S> <C> <C> <C>
ASSETS:
Investments in Metropolitan Series Fund,
Inc.
at Value (Note 1A):
Growth Portfolio (28,555,501 shares;
cost $624,822,365).................... $567,872,113 -- --
Income Portfolio (21,591,841 shares;
cost $274,295,591).................... -- $244,387,251 --
Money Market Portfolio (1,975,483
shares;
cost $21,038,783...................... -- -- $20,703,256
Diversified Portfolio (54,360,019
shares;
cost $759,539,205).................... -- -- --
Aggressive Growth Portfolio (24,267,340
shares; cost $511,799,239)............ -- -- --
Stock Index Portfolio (25,090,906
shares;
cost $343,157,440).................... -- -- --
International Stock Portfolio
(20,498,701 shares; cost
$260,539,129)......................... -- -- --
Investment in Fidelity Variable
Insurance Products Funds at Value (Note
1A):
Money Market Portfolio (419,436 shares;
cost $419,436)........................ -- -- --
Equity-Income Portfolio (812,043
shares;
cost $12,112,392)..................... -- -- --
Growth Portfolio (836,040 shares;
cost $17,396,587)..................... -- -- --
Overseas Portfolio (249,119 shares;
cost $3,858,097)...................... -- -- --
Investment Grade Bond Portfolio
(106,200 shares; cost $1,205,235)..... -- -- --
Asset Manager Portfolio (1,207,539
shares;
cost $17,020,386)..................... -- -- --
Investment in Acacia Capital Corp. at
Value
(Note 1A):
Calvert Socially Responsible Series
(6,935,111 shares; cost $10,313,762).. -- -- --
Calvert-Ariel Appreciation II (31,445
shares;
cost $565,031)........................ -- -- --
------------ ------------ -----------
Total investments................... 567,872,113 244,387,251 20,703,256
Accounts Receivable..................... -- -- --
------------ ------------ -----------
Total assets........................ 567,872,113 244,387,251 20,703,256
LIABILITIES............................. -- -- --
------------ ------------ -----------
NET ASSETS.............................. $567,872,113 $244,387,251 $20,703,256
============ ============ ===========
</TABLE>

See Notes to Financial Statements.

12
<PAGE>

<TABLE>
<CAPTION>
VARIABLE VARIABLE VARIABLE AGGRESSIVE STOCK
DIVERSIFIED B C D GROWTH INDEX
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
------------ ----------- ---------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
-- $52,799,452 $2,145,080 $21,659 -- --
-- -- -- -- -- --
-- -- -- -- -- --
$728,375,328 -- -- -- -- --
-- -- -- -- $535,225,883 --
-- -- -- -- -- $348,053,519
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
------------ ----------- ---------- ------- ------------ ------------
728,375,328 52,799,452 2,145,080 21,659 535,225,883 348,053,519
-- -- 5,003 -- -- --
------------ ----------- ---------- ------- ------------ ------------
728,375,328 52,799,452 2,150,083 21,659 535,225,883 348,053,519
1,792 66,453 -- 2 -- --
------------ ----------- ---------- ------- ------------ ------------
$728,373,536 $52,732,999 $2,150,083 $21,657 $535,225,883 $348,053,519
============ =========== ========== ======= ============ ============
</TABLE>

13
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1994

<TABLE>
<CAPTION>
FIDELITY
INTERNATIONAL FIDELITY EQUITY-
STOCK MONEY MARKET INCOME
DIVISION DIVISION DIVISION
------------- ------------ -----------
<S> <C> <C> <C>
Investments in Metropolitan Series
Fund, Inc. at Value (Note 1A):
Growth Portfolio (28,555,501 shares;
cost $624,822,365)................... -- -- --
Income Portfolio (21,591,841 shares;
cost $274,295,591)................... -- -- --
Money Market Portfolio (1,975,483
shares; cost $21,038,783............. -- -- --
Diversified Portfolio (54,360,019
shares; cost $759,539,205)........... -- -- --
Aggressive Growth Portfolio
(24,267,340 shares; cost
$511,799,239)........................ -- -- --
Stock Index Portfolio (25,090,906
shares; cost $343,157,440)........... -- -- --
International Stock Portfolio
(20,498,701 shares; cost
$260,539,129)........................ $252,129,923 -- --
Investment in Fidelity Variable
Insurance Products Funds Value (Note
1A):
Money Market Portfolio (419,436
shares; cost $419,436)............... -- $419,436 --
Equity-Income Portfolio (812,043
shares; cost $12,112,392)............ -- -- $12,464,865
Growth Portfolio (836,040 shares; cost
$17,396,587)......................... -- -- --
Overseas Portfolio (249,119 shares;
cost $3,858,097)..................... -- -- --
Investment Grade Bond Portfolio
(106,200 shares; cost $1,205,235).... -- -- --
Asset Manager Portfolio (1,207,539
shares; cost $17,020,386)............ -- -- --
Investment in Acacia Capital Corp. at
Value
(Note 1A):
Calvert Socially Responsible Series
(6,935,111 shares; cost $10,313,762). -- -- --
Calvert-Ariel Appreciation II (31,445
shares;
cost $565,031)....................... -- -- --
------------ -------- -----------
Total investments.................. 252,129,923 419,436 12,464,865
Accounts receivable.................... -- -- --
------------ -------- -----------
Total assets....................... 252,129,923 419,436 12,464,865
LIABILITIES............................ -- -- --
------------ -------- -----------
NET ASSETS............................. $252,129,923 $419,436 $12,464,865
============ ======== ===========
</TABLE>

See Notes to Financial Statements.

14
<PAGE>

<TABLE>
<CAPTION>
FIDELITY FIDELITY FIDELITY FIDELITY CALVERT SOCIALLY CALVERT-
GROWTH OVERSEAS INVESTMENT GRADE ASSET MANAGER RESPONSIBLE ARIEL
DIVISION DIVISION BOND DIVISION DIVISION DIVISION DIVISION
- ----------- ---------- ---------------- ------------- ---------------- --------
<S> <C> <C> <C> <C> <C>
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
$18,133,687 -- -- -- -- --
-- $3,903,698 -- -- -- --
-- -- $1,170,319 -- -- --
-- -- -- $16,651,958 -- --
-- -- -- -- $9,993,495 --
-- -- -- -- -- $533,300
- ----------- ---------- ---------- ----------- ---------- --------
18,133,687 3,903,698 1,170,319 16,651,958 9,993,495 533,300
-- -- -- -- -- --
- ----------- ---------- ---------- ----------- ---------- --------
18,133,687 3,903,698 1,170,319 16,651,958 9,993,495 533,300
-- -- -- -- -- --
- ----------- ---------- ---------- ----------- ---------- --------
$18,133,687 $3,903,698 $1,170,319 $16,651,958 $9,993,495 $533,300
=========== ========== ========== =========== ========== ========
</TABLE>

15
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
--------------------------------------------------
MONEY
GROWTH INCOME MARKET DIVERSIFIED
DIVISION DIVISION DIVISION DIVISION
------------ ------------ -------- ------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends (Note 2)........ $ 17,658,222 $ 17,544,643 $776,100 $ 29,726,253
Total Expenses (Note 3)... 7,075,175 3,404,394 327,940 9,467,172
------------ ------------ -------- ------------
Net investment income
(loss).................... 10,583,047 14,140,249 448,160 20,259,081
------------ ------------ -------- ------------
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss)
from security
transactions.............. 7,104,130 2,796,901 (99,977) 9,812,610
Unrealized appreciation
(depreciation) of
investments for the
period.................... (44,046,559) (29,419,602) 151,467 (63,974,667)
------------ ------------ -------- ------------
Net realized and unrealized
gain (loss) on investments
(Note 1B)................. (36,942,429) (26,622,701) 51,490 (54,162,057)
------------ ------------ -------- ------------
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING FROM
OPERATIONS................ $(26,359,382) $(12,482,452) $499,650 $(33,902,976)
============ ============ ======== ============
</TABLE>

See Notes to Financial Statements.

16
<PAGE>

<TABLE>
<CAPTION>
FOR THE PERIOD JANUARY 1, 1994
DECEMBER 31, 1994 TO MAY 31, 1994
- ---------------------------------------------------------- --------------------------------
VARIABLE VARIABLE VARIABLE AGGRESSIVE STOCK EQUITY
B C D GROWTH INDEX GNMA INCOME
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
- ----------- -------- -------- ------------ ----------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
$ 1,656,745 $ 67,215 $ 621 $ 1,297,469 $12,424,286 $ 40,040 $ 95,746
560,691 -- 102 5,751,935 3,912,990 25,006 33,005
- ----------- -------- ------ ------------ ----------- --------------- ---------------
1,096,054 67,215 519 (4,454,466) 8,511,296 15,034 62,741
- ----------- -------- ------ ------------ ----------- --------------- ---------------
1,437,534 57,942 2,022 5,992,357 2,379,725 (156,414) 626,635
(4,902,550) (200,254) (3,494) (14,428,315) (10,325,844) (20,884) (861,809)
- ----------- -------- ------ ------------ ----------- --------------- ---------------
(3,465,016) (142,312) (1,472) (8,435,958) (7,946,119) (177,298) (235,174)
- ----------- -------- ------ ------------ ----------- --------------- ---------------
$(2,368,962) $(75,097) $ (953) $(12,890,424) $ 565,177 $ (162,264) $ (172,433)
=========== ======== ====== ============ =========== =============== ===============
</TABLE>

17
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
-----------------------------------
FIDELITY
INTERNATIONAL FIDELITY EQUITY-
STOCK MONEY MARKET INCOME
DIVISION DIVISION DIVISION
------------- ------------ --------
<S> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends (Note 2)....................... $12,373,263 $15,016 $518,556
Total Expenses (Note 3).................. 2,440,307 3,279 82,369
----------- ------- --------
Net investment income (loss).............. 9,932,956 11,737 436,187
----------- ------- --------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss) from security
transactions............................. 2,442,722 -- 46,591
Unrealized appreciation (depreciation) of
investments for the period............... (15,510,122) -- (20,188)
----------- ------- --------
Net realized and unrealized gain (loss) on
investments (Note 1B).................... (13,067,400) -- 26,403
----------- ------- --------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS................ $(3,134,444) $11,737 $462,590
=========== ======= ========
</TABLE>

See Notes to Financial Statements.

18
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
- ---------------------------------------------------------------------------
FIDELITY CALVERT
FIDELITY FIDELITY INVESTMENT FIDELITY SOCIALLY CALVERT-
GROWTH OVERSEAS GRADE BOND ASSET MANAGER RESPONSIBLE ARIEL
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
- -------- -------- ---------- ------------- ----------- --------
<S> <C> <C> <C> <C> <C>
$609,505 $ 8,891 $ 1,885 $ 440,960 $ 310,501 $ 3,095
124,565 26,716 8,812 122,060 106,966 4,341
- -------- -------- -------- ---------- --------- --------
484,940 (17,825) (6,927) 318,900 203,535 (1,246)
- -------- -------- -------- ---------- --------- --------
28,590 89,515 (6,443) 42,272 31,230 6,780
(423,314) (124,537) (26,039) (1,267,631) (615,901) (58,924)
- -------- -------- -------- ---------- --------- --------
(394,724) (35,022) (32,482) (1,225,359) (584,671) (52,144)
- -------- -------- -------- ---------- --------- --------
$ 90,216 $(52,847) $(39,409) $ (906,459) $(381,136) $(53,390)
======== ======== ======== ========== ========= ========
</TABLE>

19
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
GROWTH DIVISION INCOME DIVISION
-------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 10,583,047 $ 26,083,458 $ 14,140,249 $ 17,934,557
Net realized gain
(loss) from security
transactions.......... 7,104,130 1,668,135 2,796,901 797,636
Unrealized appreciation
(depreciation) of
investments........... (44,046,559) 13,839,018 (29,419,602) (1,685,571)
------------ ------------ ------------ ------------
Net increase (decrease)
in net assets
resulting from
operations............ (26,359,382) 41,590,611 (12,482,452) 17,046,622
------------ ------------ ------------ ------------
From capital
transactions:
Net purchase payments
(redemptions)......... 111,209,007 201,475,002 (17,753,483) 117,429,806
Net portfolio
transfers............. (118,075) 928,475 (20,979) 394,776
Other net transfers.... (36,470) (172,867) 95,972 (87,657)
Substitutions (Note 4). -- -- -- --
------------ ------------ ------------ ------------
Net increase (decrease)
in net assets
resulting from capital
transactions.......... 111,054,462 202,230,610 (17,678,490) 117,736,925
------------ ------------ ------------ ------------
NET CHANGE IN NET
ASSETS................. 84,695,080 243,821,221 (30,160,942) 134,783,547
NET ASSETS--BEGINNING OF
PERIOD................. 483,177,033 239,355,812 274,548,193 139,764,646
------------ ------------ ------------ ------------
NET ASSETS--END OF
PERIOD................. $567,872,113 $483,177,033 $244,387,251 $274,548,193
============ ============ ============ ============
</TABLE>

See Notes to Financial Statements.

20
<PAGE>

<TABLE>
<CAPTION>
MONEY MARKET DIVISION DIVERSIFIED DIVISION VARIABLE B DIVISION
- --------------------------- -------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993 1994 1993
- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 448,160 $ 320,647 $ 20,259,081 $ 29,835,356 $ 1,096,054 $ 3,251,936
(99,977) (592,798) 9,812,610 800,055 1,437,534 1,361,307
151,467 694,205 (63,974,667) 9,851,984 (4,902,550) 2,733,846
----------- ------------ ------------ ------------ ----------- -----------
499,650 422,054 (33,902,976) 40,487,395 (2,368,962) 7,347,089
----------- ------------ ------------ ------------ ----------- -----------
(3,421,111) (14,141,989) 119,781,823 328,130,021 (4,620,926) (3,803,146)
2,109 8,601 (41,662) 1,079,147 (163,892) (38,347)
(2,986) (6,599) (2,375) (34,903) (305,030) (339,743)
-- -- 8,698,545 -- -- --
----------- ------------ ------------ ------------ ----------- -----------
(3,421,988) (14,139,987) 128,436,331 329,174,265 (5,089,848) (4,181,236)
----------- ------------ ------------ ------------ ----------- -----------
(2,922,338) (13,717,933) 94,533,355 369,661,660 (7,458,810) 3,165,853
23,625,594 37,343,527 633,840,181 264,178,521 60,191,809 57,025,956
----------- ------------ ------------ ------------ ----------- -----------
$20,703,256 $ 23,625,594 $728,373,536 $633,840,181 $52,732,999 $60,191,809
=========== ============ ============ ============ =========== ===========
</TABLE>

21
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
VARIABLE C DIVISION VARIABLE D DIVISION AGGRESSIVE GROWTH DIVISION
------------------------- ------------------------- ---------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993 1994 1993
------------ ------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 67,215 $ 153,768 $ 519 $ 1,737 $ (4,454,466) $ 18,166,563
Net realized gain
(loss) from security
transactions.......... 57,942 39,161 2,022 2,771 5,992,357 6,650,473
Unrealized appreciation
(depreciation) of
investments........... (200,254) 118,615 (3,494) (741) (14,428,315) 19,064,823
---------- ---------- ------- ------- ------------- ------------
Net increase (decrease)
in net assets
resulting from
operations............ (75,097) 311,544 (953) 3,767 (12,890,424) 43,881,859
---------- ---------- ------- ------- ------------- ------------
From capital
transactions:
Net purchase payments
(redemptions)......... (189,908) (139,609) -- -- 185,393,244 194,643,389
Net portfolio
transfers............. -- 53 403 5,083 (343,499) 1,124,640
Other net transfers.... 1,194 18 (5,903) (9,618) 74,750 (171,519)
Substitutions (Note 4). -- -- -- -- -- --
---------- ---------- ------- ------- ------------- ------------
Net increase (decrease)
in net assets
resulting from capital
transactions.......... (188,714) (139,538) (5,500) (4,535) 185,124,495 195,596,510
---------- ---------- ------- ------- ------------- ------------
NET CHANGE IN NET
ASSETS................. (263,811) 172,006 (6,453) (768) 172,234,071 239,478,369
NET ASSETS--BEGINNING
OF PERIOD............. 2,413,894 2,241,888 28,110 28,878 362,991,812 123,513,443
---------- ---------- ------- ------- ------------- ------------
NET ASSETS--END OF
PERIOD................ $2,150,083 $2,413,894 $21,657 $28,110 $ 535,225,883 $362,991,812
========== ========== ======= ======= ============= ============
</TABLE>

See Notes to Financial Statements.

22
<PAGE>

<TABLE>
<CAPTION>
INTERNATIONAL STOCK
STOCK INDEX DIVISION GNMA DIVISION EQUITY INCOME DIVISION DIVISION
- -------------------------- ------------------------------- ------------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED FOR THE PERIOD ENDED FOR THE PERIOD ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, JANUARY 1, 1994 TO DECEMBER 31, JANUARY 1, 1994 TO DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 MAY 31, 1994 1993 MAY 31, 1994 1993 1994 1993
- ------------ ------------ ------------------ ------------ ------------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 8,511,296 $ 2,779,312 $ 15,034 $ 401,000 $ 62,741 $ 198,416 $ 9,932,956 $ 2,770,128
2,379,725 3,989,871 (156,414) 149,951 626,635 146,155 2,442,722 226,292
(10,325,844) 9,830,768 (20,884) (134,192) (861,809) 650,476 (15,510,122) 7,464,556
- ------------ ------------ ---------- ---------- ---------- ---------- ------------ ------------
565,177 16,599,951 (162,264) 416,759 (172,433) 995,047 (3,134,444) 10,460,976
- ------------ ------------ ---------- ---------- ---------- ---------- ------------ ------------
74,310,566 116,515,843 (637,395) (835,884) (275,005) (1,197,447) 152,830,771 81,733,342
(57,002) 324,247 18 642 (23) 720 577,588 217,662
(19,367) (68,793) 570 (1,862) 558 (57) (580,563) 455,083
-- -- (3,659,159) -- (5,039,386) -- -- --
- ------------ ------------ ---------- ---------- ---------- ---------- ------------ ------------
74,234,197 116,771,297 (4,295,966) (837,104) (5,313,856) (1,196,784) 152,827,796 82,406,087
- ------------ ------------ ---------- ---------- ---------- ---------- ------------ ------------
74,799,374 133,371,248 (4,458,230) (420,345) (5,486,289) (201,737) 149,693,352 92,867,063
273,254,145 139,882,897 4,458,230 4,878,575 5,486,289 5,688,026 102,436,571 9,569,508
- ------------ ------------ ---------- ---------- ---------- ---------- ------------ ------------
$348,053,519 $273,254,145 $ -- $4,458,230 $ -- $5,486,289 $252,129,923 $102,436,571
============ ============ ========== ========== ========== ========== ============ ============
</TABLE>

23
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FIDELITY MONEY MARKET FIDELITY EQUITY-INCOME
DIVISION DIVISION
------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From Operations:
Net investment income
(loss)................... $ 11,737 $ 4,647 $ 436,187 $ 57,955
Net realized gain (loss)
from security
transactions............. -- -- 46,591 19,238
Unrealized appreciation
(depreciation) of
investments.............. -- -- (20,188) 310,655
-------- -------- ----------- ----------
Net increase (decrease) in
net assets resulting from
operations............... 11,737 4,647 462,590 387,848
-------- -------- ----------- ----------
From capital transactions:
Net purchase payments
(redemptions)............ 209,101 63,918 6,660,376 3,755,102
Net portfolio transfers... 56 113 5,555 17,773
Other net transfers....... (15,843) 15,657 (65,643) 65,124
Substitutions (Note 4).... -- -- -- --
-------- -------- ----------- ----------
Net increase (decrease) in
net assets resulting from
capital transactions..... 193,314 79,688 6,600,288 3,837,999
-------- -------- ----------- ----------
NET CHANGE IN NET ASSETS... 205,051 84,335 7,062,878 4,225,847
NET ASSETS--BEGINNING OF
PERIOD................... 214,385 130,050 5,401,987 1,176,140
-------- -------- ----------- ----------
NET ASSETS--END OF PERIOD. $419,436 $214,385 $12,464,865 $5,401,987
======== ======== =========== ==========
</TABLE>

See Notes to Financial Statements.

24
<PAGE>

<TABLE>
<CAPTION>
FIDELITY OVERSEAS FIDELITY INVESTMENT GRADE
FIDELITY GROWTH DIVISION DIVISION BOND DIVISION
----------------------------------------------------- -------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993 1994 1993
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 484,940 $ 19,295 $ (17,825) $ (432) $ (6,927) $ 50,011
28,590 82,540 89,515 40,859 (6,443) 4,315
(423,314) 881,637 (124,537) 178,567 (26,039) 2,199
----------- ---------- ---------- ---------- ---------- --------
90,216 983,472 (52,847) 218,994 (39,409) 56,525
----------- ---------- ---------- ---------- ---------- --------
8,560,419 5,373,872 2,433,557 1,011,840 568,823 287,828
21,168 28,581 (1,089) 21,874 (275) 1,693
(169,203) 166,115 (124,920) 123,294 (33,097) 33,493
-- -- -- -- -- --
----------- ---------- ---------- ---------- ---------- --------
8,412,384 5,568,568 2,307,548 1,157,008 535,451 323,014
----------- ---------- ---------- ---------- ---------- --------
8,502,600 6,552,040 2,254,701 1,376,002 496,042 379,539
9,631,087 3,079,047 1,648,997 272,995 674,277 294,738
----------- ---------- ---------- ---------- ---------- --------
$18,133,687 $9,631,087 $3,903,698 $1,648,997 $1,170,319 $674,277
=========== ========== ========== ========== ========== ========
</TABLE>

25
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FIDELITY ASSET MANAGER DIVISION
----------------------------------
FOR THE YEAR FOR THE YEAR
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1994 1993
---------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
From Operations:
Net investment income (loss)............... $ 318,900 $ 71,981
Net realized gain (loss) from security
transactions.............................. 42,272 87,552
Unrealized appreciation (depreciation) of
investments............................... (1,267,631) 823,508
---------------- ---------------
Net increase (decrease) in net assets
resulting from operations................. (906,459) 983,041
---------------- ---------------
From capital transactions:
Net purchase payments (redemptions)........ 9,344,422 4,906,303
Net portfolio transfers.................... (10,612) 47,172
Other net transfers........................ (381,150) 379,919
Substitutions (Note 4)..................... -- --
---------------- ---------------
Net increase (decrease) in net assets
resulting from capital transactions....... 8,952,660 5,333,394
---------------- ---------------
NET CHANGE IN NET ASSETS.................... 8,046,201 6,316,435
NET ASSETS--BEGINNING OF PERIOD............ 8,605,757 2,289,322
---------------- ---------------
NET ASSETS--END OF PERIOD.................. $ 16,651,958 $ 8,605,757
================ ===============
</TABLE>

See Notes to Financial Statements.

26
<PAGE>

<TABLE>
<CAPTION>
CALVERT SOCIALLY
RESPONSIBLE DIVISION CALVERT-ARIEL DIVISION
- ---------------------------------- -------------------------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993
- ------------ ------------ ------------ ------------
<S> <C> <C> <C>
$ 203,535 $ 152,003 $ (1,246) $ 2,353
31,230 37,220 6,780 10,155
(615,901) 170,017 (58,924) 14,263
---------- ---------- -------- --------
(381,136) 359,240 (53,390) 26,771
---------- ---------- -------- --------
2,676,356 3,693,509 216,163 144,760
615 1,546 (174) 1,286
(49,031) 49,012 (13,975) 13,152
-- -- -- --
---------- ---------- -------- --------
2,627,940 3,744,067 202,014 159,198
---------- ---------- -------- --------
2,246,804 4,103,307 148,624 185,969
7,746,691 3,643,384 384,676 198,707
---------- ---------- -------- --------
$9,993,495 $7,746,691 $533,300 $384,676
========== ========== ======== ========
</TABLE>

27
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994

Metropolitan Life Separate Account E (the "Separate Account") is a multi-
division unit investment trust registered under the Investment Company Act of
1940. Seven investment divisions correspond to the Growth, Income, Money
Market, Diversified, Aggressive Growth, Stock Index and International Stock
Portfolios of the Metropolitan Series Fund, Inc. (the "Fund"). The assets in
the Variable B, Variable C and Variable D Divisions are restricted to
investing in the Growth Portfolio of the Fund. The Fidelity Money Market,
Equity-Income, Growth, Overseas, Investment Grade Bond and Asset Manager
Divisions correspond to the Money Market, Equity-Income, Growth, Overseas,
Investment Grade Bond and Asset Manager Portfolios of Fidelity's Variable
Insurance Products Fund and Fidelity's Variable Insurance Products Fund II
("Fidelity"). The Socially Responsible Division and Calvert-Ariel Division
correspond to the Calvert Socially Responsible Series and Calvert-Ariel
Appreciation II, respectively, of the Acacia Capital Corporation ("Calvert").
The Separate Account commenced investing in shares of the International Stock
and Fidelity Money Market, Equity-Income, Growth, Overseas and Investment
Grade Bond and Asset Manager Portfolios on July 1, 1991. The Separate Account
commenced investing in shares of the Calvert Socially Responsible Series on
September 17, 1991 and the Calvert- Ariel Appreciation II Portfolio on January
7, 1992. Each Portfolio of the Fund, Calvert and Fidelity have varying
investment objectives relative to growth of capital and income.

The Separate Account was formed by Metropolitan Life Insurance Company
("Metropolitan Life") on September 27, 1983, and registered as a unit
investment trust on April 6, 1984. The assets of the Separate Account are the
property of Metropolitan Life.

A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principles, is set forth below:

1.SIGNIFICANT ACCOUNTING POLICIES

A.VALUATION OF INVESTMENTS

Investments in shares of the Fund are valued at the reported net asset
values of the respective portfolios. The methods used to value the
Fund's investments at December 31, 1994 are described in the Fund's 1994
Annual Report.

Investments in shares of Fidelity are valued at the reported net asset
values of the respective portfolios. The methods used to value
Fidelity's investments at December 31, 1994 are described in Fidelity's
1994 Annual Report.

Investments in shares of Calvert are valued at the reported net asset
value of the Calvert Socially Responsible Series and Calvert-Ariel
Appreciation II. The methods used to value Calvert's investments at
December 31, 1994 are described in Calvert's 1994 Annual Report.

B.SECURITY TRANSACTIONS

Purchases and sales are recorded on the trade date. Realized gains and
losses on sales of investments are determined on the basis of identified
cost.

C.FEDERAL INCOME TAXES

In the opinion of counsel of Metropolitan Life, the Separate Account
will be treated as a part of Metropolitan Life and its operations, and
the Separate Account will not be taxed separately as a "regulated
investment company" under existing law. Metropolitan Life is taxed as a
life insurance company. The contracts permit Metropolitan Life to charge
against the Separate Account any taxes, or reserves for taxes,
attributable to the maintenance or operation of the Separate Account.
Metropolitan Life does not anticipate, under existing law,

28
<PAGE>

that any federal income taxes will be charged against the Separate
Account in determining the value of amounts under a contract.

D.PURCHASE PAYMENTS

Purchase payments received by Metropolitan Life are credited as
Accumulation Units as of the end of the valuation period in which
received, as provided in the prospectus.

E.ACCUMULATION UNITS

As of December 31, 1994, there were 182,336,569 Accumulation Units
outstanding, which consisted of 37,075,221 Accumulation Units in the
Growth Division, 16,186,350 Accumulation Units in the Income Division,
1,323,182 Accumulation Units in the Money Market Division, 50,102,883
Accumulation Units in the Diversified Division, 830,025 Accumulation
Units in the Variable B Division, 32,455 Accumulation Units in the
Variable C Division, 29,424,055 Accumulation Units in the Aggressive
Growth Division, 25,267,203 Accumulation Units in the Stock Index
Division, 17,677,908 Accumulation Units in the International Stock
Division, 37,817 Accumulation Units in the Fidelity Money Market
Division, 782,565 Accumulation Units in the Fidelity Equity Income
Division, 1,148,519 Accumulation Units in the Fidelity Growth Division,
290,125 Accumulation Units in the Fidelity Overseas Division, 95,887
Accumulation Units in the Fidelity Investment Grade Bond Division,
1,239,567 Accumulation Units in the Fidelity Asset Manager Division,
776,566 Accumulation Units in the Calvert Socially Responsible Division
and 46,241 Accumulation Units in the Calvert-Ariel Division. In addition
to the above mentioned Accumulation Units, there were cash reserves of
$1,774,203 and $21,657 applicable to contracts receiving annuity payouts
under the Variable Account B Division and Variable Account D Division,
respectively, and $129,639 in cash reserves for Preference Plus (PPA)
Immediate Annuities.

2.DIVIDENDS

On April 27, 1994 and December 27, 1994, the Fund declared dividends for
all shareholders of record on April 27, 1994 and December 28, 1994,
respectively. The amount of dividends received by the Separate Account
from the Fund was $93,660,600. The dividends were paid to Metropolitan
Life on April 28, 1994 and December 29, 1994, respectively, and were
immediately reinvested in additional shares of the portfolios in which
each of the investment divisions invests. As a result of these
reinvestments, the number of shares of the Fund held by each of the
twelve investment divisions increased by the following: Growth Division
809,409 shares, Income Division 1,548,977 shares, Money Market Division
74,088 shares, Diversified Division 2,206,833 shares, Variable B
Division 75,919 shares, Variable C Division 3,081 shares, Variable D
Division 29 shares, Aggressive Growth Division 59,456 shares, Stock
Index Division 895,304 shares, GNMA Division 3,966 shares, Equity Income
7,797 shares and the International Stock Division 1,019,170 shares.

On the last working day of each month, Fidelity paid Metropolitan Life
dividends for the Fidelity Money Market Division. For 1994 the dividends
aggregated to $15,016. They were immediately reinvested and increased
the number of shares owned by the Fidelity Money Market Division by
15,016 shares.

On February 4, 1994 Fidelity paid Metropolitan Life a dividend of
$620,281 for the Fidelity Growth, Fidelity Overseas, and Fidelity
Investment Grade Bond Divisions. The dividends were immediately
reinvested and increased the number of shares owned as follows: Fidelity
Growth Division 28,010 shares, Fidelity Overseas Division 546 shares,
and Fidelity Investment Grade Bond Division 164 shares. On February 4,
1994 and September 2, 1994, Fidelity paid Metropolitan Life dividends
which totalled $440,960 for the Fidelity Asset Manager Division. The
dividends were immediately reinvested and increased the number of shares
owned by the Fidelity Asset Manager Division by 29,446 shares. On
February 4, 1994, March 18, 1994, June 17, 1994, September 16, 1994 and
December 16, 1994, Fidelity paid Metropolitan Life dividends which
totalled $518,566 for the Fidelity Equity-Income Division. The dividends
were immediately reinvested and increased the number of shares owned by
the Fidelity Equity-Income Division by 34,228 shares.

On December 30, 1994 Calvert paid Metropolitan Life dividends of
$310,501 for the Calvert Socially Responsible Division and $3,095 for
the Calvert-Ariel Division, which were immediately reinvested,
increasing the number of shares owned by the Calvert Socially
Responsible Division and the Calvert-Ariel Division by 215,476 and 183
shares, respectively.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

29
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.EXPENSES

Metropolitan Life applies a daily charge against the Separate Account
for administrative expenses, and for the mortality and expense risks
assumed by Metropolitan Life. This charge is equivalent to an effective
annual rate of 1.5% of the average daily value of the assets in the
Separate Account for VestMet contracts and 1.25% for Preference Plus
contracts. Of this charge, Metropolitan Life estimates .75% is for
administrative expenses for VestMet contracts and .50% for Preference
Plus contracts and .75% is for mortality and expense risks on both
contracts. However, for the enhanced and Financial Freedom Account
Contracts, the charge is equivalent to an effective annual rate of .95%
of the average daily value of the assets for these contracts. Of this
charge, Metropolitan Life estimates .20% is for administrative expense
and .75% is for mortality and expense risks. The Variable B, C and D
contracts are charged for administrative expenses and mortality and
expense risks according to the rates under their respective contracts.

4.SUBSTITUTION OF DIVISIONS

On June 1, 1994, the net assets of the GNMA Division and the Equity
Income Division were transferred to the Diversified Division under a
substitution plan.

5.SUBSEQUENT EVENT

Effective January 25, 1995, Calvert-Ariel Appreciation II changed its
name to Calvert Capital Accumulation Portfolio.

30
<PAGE>

INDEPENDENT AUDITORS' REPORT

Metropolitan Life Insurance Company:

We have audited the accompanying balance sheets of Metropolitan Life Insurance
Company (the Company) as of December 31, 1994 and 1993 and the related
statements of operations and surplus and of cash flow for each of the three
years in the period ended December 31, 1994. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1994 and 1993
and the results of its operations and its cash flow for each of the three
years in the period ended December 31, 1994 in conformity with accounting
practices prescribed or permitted by insurance regulatory authorities and
generally accepted accounting principles.

Deloitte & Touche LLP
New York, New York
February 10, 1995

31
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

BALANCE SHEETS

DECEMBER 31, 1994 AND 1993 (IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1994 1993
----- ---- ----
<S> <C> <C> <C>
ASSETS
Bonds.................................................. 4,11 $ 65,592 $ 62,954
Stocks................................................. 2,4,11 3,672 3,191
Mortgage loans......................................... 2,4,11 14,524 15,460
Real estate............................................ 10,417 10,666
Policy loans........................................... 11 3,964 3,628
Cash and short-term investments........................ 11 2,334 1,372
Other invested assets.................................. 2 2,262 2,504
Premiums deferred and uncollected...................... 1,250 1,348
Investment income due and accrued...................... 1,440 1,397
Separate Account assets................................ 25,424 25,375
Other assets........................................... 298 330
-------- --------
TOTAL ASSETS........................................... $131,177 $128,225
======== ========
LIABILITIES AND SURPLUS
LIABILITIES
Reserves for life and health insurance and annuities... 5,11 $ 73,204 $ 70,260
Policy proceeds and dividends left with the Company.... 11 3,534 2,874
Dividends due to policyholders......................... 1,407 1,369
Premium deposit funds.................................. 11 14,006 14,720
Other policy liabilities............................... 4,245 4,409
Investment valuation reserves.......................... 1,981 1,675
Separate Account liabilities........................... 25,159 25,100
Other liabilities...................................... 1,337 1,412
-------- --------
TOTAL LIABILITIES...................................... 124,873 121,819
-------- --------
SURPLUS
Special contingency reserves........................... 682 632
Surplus notes.......................................... 10 700 700
Unassigned funds....................................... 4,922 5,074
-------- --------
TOTAL SURPLUS.......................................... 6,304 6,406
-------- --------
TOTAL LIABILITIES AND SURPLUS.......................... $131,177 $128,225
======== ========
</TABLE>

See accompanying notes to financial statements.

32
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

STATEMENTS OF OPERATIONS AND SURPLUS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992 (IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1994 1993 1992
----- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME
<CAPTION>
Premiums, annuity considerations and deposit
funds......................................... 5 $19,881 $19,442 $19,933
Considerations for supplementary contracts and
dividend accumulations........................ 2,879 1,654 1,582
Net investment income......................... 7,143 7,356 7,332
Other income.................................. 5 80 231 145
------- ------- -------
Total income.................................. 29,983 28,683 28,992
------- ------- -------
BENEFITS AND EXPENSES
Benefit payments (other than dividends)....... 23,533 21,417 20,501
Changes to reserves, deposit funds and other
policy liabilities........................... 1,619 (439) 587
Insurance expenses and taxes (excluding tax on
capital gains)............................... 6 2,492 2,595 2,664
Net transfers to Separate Accounts............ 503 3,239 3,501
Dividends to policyholders.................... 1,676 1,606 1,600
------- ------- -------
Total benefits and expenses................... 29,823 28,418 28,853
------- ------- -------
Net gain from operations...................... 160 265 139
Net realized capital (losses) gains........... 6 (54) (132) 86
------- ------- -------
NET INCOME 106 133 225
SURPLUS ADDITIONS (DEDUCTIONS)
Change in general account net unrealized capi-
tal gains (losses)........................... 150 131 (151)
Change in investment valuation reserves....... (306) (169) 8
Issuance of surplus notes..................... 10 -- 700 --
Other adjustments--net........................ 1 (52) 594 169
------- ------- -------
NET CHANGE IN SURPLUS......................... (102) 1,389 251
SURPLUS AT BEGINNING OF YEAR.................. 6,406 5,017 4,766
------- ------- -------
SURPLUS AT END OF YEAR........................ $ 6,304 $ 6,406 $ 5,017
======= ======= =======
</TABLE>

See accompanying notes to financial statements.

33
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992 (IN MILLIONS)

<TABLE>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
CASH PROVIDED
Premiums, annuity considerations and deposit funds
received............................................ $19,983 $19,599 $19,835
Considerations for supplementary contracts and
dividend
accumulations received.............................. 2,948 1,748 1,582
Net investment income received....................... 6,828 6,931 7,050
Other income received................................ 80 134 158
------- ------- -------
Total receipts....................................... 29,839 28,412 28,625
------- ------- -------
Benefits paid (other than dividends)................. 22,387 20,092 18,975
Insurance expenses and taxes paid (excluding tax on
capital gains)...................................... 2,366 2,532 2,515
Net cash transfers to Separate Accounts.............. 524 3,304 3,532
Dividends paid to policyholders...................... 1,684 1,596 1,650
Other--net........................................... 368 (1,051) 443
------- ------- -------
Total payments....................................... 27,329 26,473 27,115
------- ------- -------
Net cash from operations............................. 2,510 1,939 1,510
Proceeds from long-term investments sold, matured or
repaid after
deducting taxes on capital gains of $60 for 1994,
$546 for 1993
and $392 for 1992................................... 46,459 55,420 47,151
Issuance of surplus notes............................ -- 700 --
Other cash provided.................................. -- 369 183
------- ------- -------
Total cash provided.................................. 48,969 58,428 48,844
------- ------- -------
CASH APPLIED
Cost of long-term investments acquired............... 47,845 58,033 48,779
Other cash applied................................... 162 247 273
------- ------- -------
Total cash applied................................... 48,007 58,280 49,052
------- ------- -------
NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS........ 962 148 (208)
CASH AND SHORT-TERM INVESTMENTS:
BEGINNING OF YEAR.................................... 1,372 1,224 1,432
------- ------- -------
END OF YEAR.......................................... $ 2,334 $ 1,372 $ 1,224
======= ======= =======
</TABLE>

See accompanying notes to financial statements.

34
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

1. ACCOUNTING POLICIES

Metropolitan Life Insurance Company (the Company) is primarily engaged in
the sale of insurance and annuity products. The Company's financial statements
are prepared on the basis of accounting practices prescribed or permitted by
the Insurance Department of the State of New York, which practices currently
are considered to be generally accepted accounting principles for mutual life
insurance companies (see Note 12). The primary interest of insurance
regulatory authorities is the ability of the Company to fulfill its
obligations to policyholders; therefore, the financial statements are oriented
to the insured public. Significant accounting policies applied in preparing
the financial statements follow.

INVESTED ASSETS AND RELATED RESERVES

Bonds qualifying for amortization are stated at amortized cost; all other
bonds at prescribed values. Unaffiliated preferred stocks are principally
stated at cost; unaffiliated common stocks are carried at market value.
Mortgage loans are generally stated at their amortized indebtedness. Short-
term investments generally mature within a year and are carried at amortized
cost. Policy loans are stated at unpaid principal balances.

Investments in subsidiaries are stated at equity in net assets and are
included in stocks. Changes in net assets, excluding additional amounts
invested, are included in unrealized capital gains or losses. Dividends from
subsidiaries are reported by the Company as earnings in the year the dividends
are declared. The excess of the purchase price of non-insurance subsidiaries
over the fair value of the net assets acquired is amortized on a straight-line
basis.

Investment real estate, other than real estate joint ventures and
subsidiaries, is stated at depreciated cost net of non-recourse debt, with
such depreciation generally calculated by the constant yield method if
purchased prior to December 1990 and the straight-line method if purchased
thereafter. Real estate acquired in satisfaction of debt is valued at the
lower of cost or estimated fair value at date of foreclosure and is
subsequently stated at depreciated cost. Investments in real estate joint
ventures, included in other invested assets, and real estate subsidiaries,
included in stocks, are reported using the equity method and are generally
adjusted to reflect the constant yield method of depreciation for real estate
assets acquired by such entities prior to December 1990.

In 1994, the Company changed to the straight-line method of determining
depreciation on real estate acquired prior to December 1990 if the estimated
fair value of the real estate is less than ninety percent of depreciated cost.
This change had the effect of increasing depreciation expense by approximately
$80 million in 1994.

Investments in non-real estate partnerships are included in other invested
assets and are generally carried on the equity basis. The carrying value
reflects the Company's share of unrealized gains and losses relating to the
market value of publicly traded common stocks held by the partnerships.

Impairments of individual investments that are considered to be other than
temporary are recognized when incurred.

Mandatory reserves have been established for general account investments in
accordance with guidelines prescribed by insurance regulatory authorities.
Such reserves consist of an Asset Valuation Reserve (AVR) for all invested
assets and an Interest Maintenance Reserve (IMR), which defers the recognition
of realized capital gains and losses (net of income tax) attributable to
interest rate fluctuations on fixed income investments over the estimated
remaining duration of the investments sold. Prior to 1994, the Company also
established voluntary investment valuation reserves for certain general
account investments. Changes to the AVR and voluntary investment reserves are
reported as direct additions to or deductions from surplus. Transfers to the
IMR are deducted from realized capital gains; IMR amortization is included in
net investment income.

Net realized capital (losses) or gains are presented net of federal capital
gains tax and transfers to the IMR.

35
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

POLICY RESERVES

Reserves for permanent plans of individual life insurance sold in or after
1960, universal life plans and certain term plans sold after 1982 generally
are computed on the Commissioners' Reserve Valuation Method. Reserves for
other life insurance policies generally are computed on the net level premium
method. Reserves for individual annuity contracts are computed on the net
level premium method, the net single premium method or the Commissioners'
Annuity Reserve Valuation Method, as appropriate. Reserves for group annuity
contracts are computed on the net single premium method. The reserves are
based on mortality, morbidity and interest rate assumptions prescribed by New
York State Insurance Law. Such reserves are sufficient to provide for
contractual surrender values.

Periodically, to reflect changes in circumstance, the Company may change the
assumptions, methodologies or procedures used to calculate reserves. During
1993 and 1992, the Company and certain of its wholly-owned life insurance
subsidiaries made certain changes which increased the Company's surplus by
$667 million (substantially all of which related to interest rate changes) and
$131 million, respectively.

INCOME AND EXPENSES

Premiums generally are recognized over the premium-paying period. Investment
income is reported as earned. Expenses, including policy acquisition costs and
federal income taxes, are charged to operations as incurred.

SEPARATE ACCOUNT OPERATIONS

Investments held in the Separate Accounts (stated at market value) and
liabilities of the Separate Accounts (including participants' corresponding
equity in the Separate Accounts) are reported separately as assets and
liabilities. The Separate Accounts' operating results are reflected in the
changes to these assets and liabilities.

2. UNCONSOLIDATED SUBSIDIARIES AND OTHER AFFILIATES

The Company's subsidiary operations primarily include insurance, real estate
investment and brokerage activities, investment management and advisory
services, mortgage originations and servicing, and commercial finance. At
December 31, 1994 and 1993, subsidiary assets were $21,476 million and $20,601
million, respectively. At December 31, 1994 and 1993, subsidiary liabilities
were $18,905 million and $18,134 million, respectively. Subsidiary revenues
were $4,715 million, $4,525 million and $4,491 million in 1994, 1993 and 1992,
respectively. Dividends from subsidiaries amounted to $186 million, $175
million and $58 million in 1994, 1993 and 1992, respectively.

The unamortized excess of the purchase price of non-insurance subsidiaries
over the fair value of net assets acquired was $129 million and $133 million
at December 31, 1994 and 1993, respectively.

The Company incurs charges on behalf of its subsidiaries which are
reimbursed pursuant to agreements for shared use of property, personnel and
facilities. Charges under such agreements were approximately $307 million,
$355 million and $299 million in 1994, 1993 and 1992, respectively.

The Company's net equity in joint ventures and other partnerships was $2,250
million and $2,498 million at December 31, 1994 and 1993, respectively. The
Company's share of income from such entities was $26 million, $76 million and
$64 million for 1994, 1993 and 1992, respectively.

Many of the Company's real estate joint ventures have loans with the
Company. The carrying values of such mortgages were $1,372 million and $1,731
million at December 31, 1994 and 1993, respectively. The Company had other
loans outstanding to its affiliates with carrying values of $2,073 million and
$1,569 million at December 31, 1994 and 1993, respectively.

36
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. METRAHEALTH

During 1994, the Company and The Travelers Insurance Company (Travelers)
entered into an agreement to contribute their respective group health care
benefits businesses to a corporate joint venture, The MetraHealth Companies,
Inc. (MetraHealth). On December 30, 1994, the Company made an initial cash
contribution of $5 million to MetraHealth. On January 3, 1995, the Company
made an additional contribution to MetraHealth comprised of $37 million in
cash and the stock of its health maintenance organizations and other related
subsidiaries with a carrying value of $213 million at December 31, 1994. The
Company also transferred operating assets and personnel relating to its group
health care benefits business. The agreement calls for the Company to use its
best efforts to persuade holders of the insurance policies and administrative
services only (ASO) contracts that are part of its health care benefits
business to purchase policies and contracts from MetraHealth at the policy or
contract renewal date. The Company's group health care benefit business
insurance policies had liabilities of approximately $403 million as of
December 31, 1994 and premium income of $1,379 million in 1994; its group
health benefit ASO contracts generated fees of $492 million in 1994 which have
been netted against insurance expenses. The Company also will enter into
administrative agreements and indemnity reinsurance agreements with the
insurance subsidiaries of MetraHealth, subject to regulatory approval.

4. INVESTMENTS

DEBT SECURITIES

The carrying value, gross unrealized gain (loss) and estimated fair value of
bonds and redeemable preferred stocks (debt securities), by category, as of
December 31, 1994 and 1993 are shown below.

<TABLE>
<CAPTION>
GROSS UNREALIZED ESTIMATED
CARRYING ----------------- FAIR
VALUE GAIN (LOSS) VALUE
-------- ------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1994:
Bonds:
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies................................ $ 9,807 $ 322 $ (546) $ 9,583
States and political subdivisions........ 1,483 69 (21) 1,531
Foreign governments...................... 1,931 26 (60) 1,897
Corporate................................ 31,262 291 (1,682) 29,871
Mortgage-backed securities............... 17,485 251 (851) 16,885
Other.................................... 3,624 18 (215) 3,427
------- ------- -------- -------
Total bonds.............................. $65,592 $ 977 $ (3,375) $63,194
======= ======= ======== =======
Redeemable preferred stocks.............. $ 44 $ -- $ (14) $ 30
======= ======= ======== =======
DECEMBER 31, 1993:
Bonds:
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies $12,770 $1,447 $ (85) $14,132
States and political subdivisions........ 1,464 383 -- 1,847
Foreign governments...................... 1,622 165 (1) 1,786
Corporate................................ 28,601 1,682 (188) 30,095
Mortgage-backed securities............... 15,773 867 (40) 16,600
Other.................................... 2,724 147 (24) 2,847
------- ------- -------- -------
Total bonds.............................. $62,954 $ 4,691 $ (338) $67,307
======= ======= ======== =======
Redeemable preferred stocks.............. $ 64 $ 15 $ (14) $ 65
======= ======= ======== =======
</TABLE>

37
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The carrying value and estimated fair value of bonds, by contractual
maturity, at December 31, 1994 are shown below. Bonds not due at a single
maturity date have been included in the table in the year of final maturity.
Expected maturities may differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without prepayment
penalties.

<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
VALUE VALUE
-------- ---------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less...................................... $ 2,209 $ 2,206
Due after one year through five years........................ 15,234 14,807
Due after five years through ten years....................... 14,613 13,858
Due after ten years.......................................... 16,051 15,438
-------- -------
Subtotal..................................................... 48,107 46,309
Mortgage-backed securities................................... 17,485 16,885
-------- -------
Total........................................................ $ 65,592 $63,194
======== =======
</TABLE>

Proceeds from the sales of debt securities during 1994, 1993 and 1992 were
$36,041 million, $50,395 million and $41,460 million, respectively. During
1994, 1993 and 1992, respectively, gross gains of $577 million, $1,316 million
and $676 million, and gross losses of $561 million, $96 million and $152
million were realized on those sales. Realized investment gains and losses are
determined by specific identification.

MORTGAGE LOANS

Mortgage loans are collateralized by properties located throughout the
United States and Canada. At December 31, 1994, approximately 12 percent and
11 percent of the properties are located in California and Illinois,
respectively. Generally, the Company (as the lender) requires that a minimum
of one-fourth of the purchase price of the underlying real estate be paid by
the borrower.

As of December 31, 1994 and 1993, the mortgage loan investments were
categorized as follows:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Office Buildings............................................ 36% 36%
Retail...................................................... 17% 18%
Residential................................................. 21% 20%
Agricultural................................................ 18% 15%
Other....................................................... 8% 11%
--- ---
100% 100%
=== ===
</TABLE>

FINANCIAL INSTRUMENTS

The Company has a securities lending program whereby large blocks of
securities are loaned to third parties, primarily major brokerage firms.
Company policy requires a minimum of 102 percent of the fair value of the
loaned securities to be separately maintained as collateral for the loans. The
collateral is recorded in memorandum records and not reflected in the
accompanying balance sheets. To further minimize the credit risks related to
this lending program, the Company regularly monitors the financial condition
of counterparties to these agreements.

During the normal course of business, the Company agrees with independent
parties to purchase or sell bonds over fixed or variable periods of time. The
off-balance sheet risks related to changes in the quality of the underlying
bonds are mitigated by the fact that commitment periods are generally short in
duration and provisions in the agreements release the Company from its
commitments in case of significant changes in the financial condition of the
independent party or the issuer of the bond.

The Company engages in a variety of derivative transactions with respect to
the general account. Those derivatives, such as forwards, futures, options,
foreign exchange agreements and swaps, which do not themselves generate
interest or dividend income, are acquired or sold in order to hedge or reduce
risks applicable to assets held, or expected to be purchased or sold, and
liabilities incurred or expected to be incurred. The Company does not engage
in trading of these derivatives.

38
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

In 1994, the Company engaged in three primary derivatives strategies. The
Company entered into a number of anticipatory hedges using forwards to limit
the interest rate exposures of investments in debt securities expected to be
acquired within one year. The Company also hedged a number of investments in
debt securities denominated in foreign currencies by executing swaps and
forwards to ensure a U.S. dollar rate of return. In addition, the Company
purchased a limited number of interest rate caps to hedge against rising
interest rates on a portfolio of assets which the Company purchased to match
the liabilities which it incurred.

Income and expenses related to derivatives used to hedge or manage risks are
recorded on the accrual basis as an adjustment to the yield of the related
securities over the periods covered by the derivative contracts. Gains and
losses relating to early terminations of interest rate swaps used to hedge or
manage interest rate risk are deferred and amortized over the remaining period
originally covered by the swap. Gains and losses relating to derivatives used
to hedge the risks associated with anticipated transactions are deferred and
utilized to adjust the basis of the transaction once it has closed. If it is
determined that the transaction will not close, such gains and losses are
included in realized capital gains and losses.

Unrealized gains relating to open bond purchase agreements were $4.1 and
$7.0 million at December 31, 1994 and 1993, respectively. Unrealized gains
(losses) relating to open bond sales agreements were $.8 million and
$(.2) million at December, 31 1994 and 1993, respectively.

ASSETS ON DEPOSIT

As of December 31, 1994 and 1993, the Company had assets on deposit with
regulatory agencies of $5,145 million and $4,966 million, respectively.

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS

The Company has reinsurance agreements with certain of its life insurance
subsidiaries. Reserves for insurance assumed pursuant to these agreements are
included in reserves for life and health insurance and annuities and amounted
to $1,193 million and $1,142 million at December 31, 1994 and 1993,
respectively.

In the normal course of business, the Company assumes and cedes reinsurance
with other insurance companies. The financial statements are shown net of
ceded reinsurance. The amounts related to reinsurance agreements, including
agreements described above but excluding certain agreements with non-
affiliates for which the Company provides administrative services, are as
follows:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Reinsurance premiums assumed............................. $237 $264 $331
Reinsurance ceded:
Premiums............................................... 77 86 90
Other income........................................... 1 3 51
Reduction in insurance liabilities (at December 31).... 31 28 36
</TABLE>

A contingent liability exists with respect to reinsurance ceded should the
reinsurers be unable to meet their obligations.

During 1994, the Company entered into agreements whereby the Company
acquired, in part through reinsurance effective in January, 1995, the group
life, dental, disability, accidental death and dismemberment, vision and long-
term care insurance businesses from Travelers and certain of its subsidiaries
for $403 million, $53 million of which was paid in 1994. In January, 1995, the
Company received assets with a fair market value equal to the $1,565 million
of liabilities assumed under the reinsurance agreements. The reinsured
businesses will be converted to Company contracts at policy anniversary date,
subject to contractholder and regulatory approval.

In 1993, the Company assumed $1,540 million of life insurance and annuity
reserves of a New York life insurance company under rehabilitation and
received assets having a fair value equal to the reserves assumed.

39
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Activity in the liability for unpaid group accident and health policy and
contract claims is summarized as follows:

<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Balance at January 1............................ $1,588 $1,517 $1,446
Less reinsurance recoverables................. 1 1 --
------ ------ ------
Net balance at January 1........................ 1,587 1,516 1,446
------ ------ ------
Incurred related to:
Current year.................................. 1,780 1,797 1,803
Prior years................................... (7) (40) (12)
------ ------ ------
Total incurred.................................. 1,773 1,757 1,791
------ ------ ------
Paid related to:
Current year.................................. 1,260 1,306 1,327
Prior years................................... 393 380 394
------ ------ ------
Total paid...................................... 1,653 1,686 1,721
------ ------ ------
Net balance at December 31...................... 1,707 1,587 1,516
Plus reinsurance recoverables................. 1 1 --
------ ------ ------
Balance at December 31.......................... $1,708 $1,588 $1,516
====== ====== ======
</TABLE>

6. FEDERAL INCOME TAXES

The Company's federal income tax return is consolidated with certain
affiliates. The consolidating companies have executed a tax allocation
agreement. Under this agreement, the federal income tax provision is computed
on a separate return basis. Members receive reimbursement to the extent that
their losses and other credits result in a reduction of the current year's
consolidated tax liability.

Federal income tax expense has been calculated in accordance with the
provisions of the Internal Revenue Code, as amended (the Code). Under the
Code, the amount of federal income tax expense includes an equity tax
calculated by a prescribed formula that incorporates a differential earnings
rate between stock and mutual life insurance companies.

Total federal income taxes on operations and realized capital gains of $192
million, $596 million and $545 million were incurred in 1994, 1993 and 1992,
respectively.

7. EMPLOYEE BENEFIT PLANS

PENSION PLANS

The Company has defined benefit pension plans covering all eligible
employees and sales representatives of the Company and certain of its
subsidiaries. The Company is both the sponsor and administrator of these
plans. Retirement benefits are based on years of credited service and final
average earnings' history. The Company's funding policy is to make the minimum
contribution required by the Employee Retirement Income Security Act of 1974
(ERISA). Prior to 1993, the Company recognized defined benefit pension plan
costs based on amounts contributed to the plans. In 1992, the United States
tax-qualified plan was fully funded under ERISA. As a result, the Company did
not make a contribution to the plan. Total pension expense of nonqualified
plans of the Company was $10 million in 1992.

As of January 1, 1993 the Company adopted the provisions of Statement of
Financial Accounting Standards No. 87, Employers' Accounting for Pensions
(SFAS No. 87), which require accrual basis accounting for pension costs.
Components of the net periodic pension cost (credit) for the years ended
December 31, 1994 and 1993 for the defined benefit qualified and non-qualified
pension plans are as follows:

<TABLE>
<CAPTION>
1994 1993
----- -----
(IN
MILLIONS)
<S> <C> <C>
Service cost.............................................. $ 88 $ 71
Interest cost on projected benefit obligation............. 209 191
Return on assets.......................................... 15 (380)
Net amortization and deferrals............................ (298) 110
----- -----
Net periodic pension cost (credit)........................ $ 14 $ (8)
===== =====
</TABLE>

40
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The assumed long-term rate of return on assets used in determining the net
periodic pension cost (credit) was 8.5 percent. The Company is recognizing the
unrecognized net asset at transition, attributable to the adoption of SFAS No.
87 in 1993, over the average remaining service period at the transition date
of employees expected to receive benefits under the pension plans.

The funded status of the qualified and non-qualified defined benefit pension
plans and a comparison of the accumulated benefit obligation, plan assets and
projected benefit obligation at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
------ ------
(IN MILLIONS)
<S> <C> <C>
Actuarial present value of obligations:
Vested............................................ $2,266 $2,297
Non-vested........................................ 47 120
------ ------
Accumulated benefit obligation...................... $2,313 $2,417
====== ======
Plan assets at contract value....................... $2,900 $3,081
Projected benefit obligation........................ 2,676 2,728
------ ------
Plan assets in excess of projected benefit obliga-
tion............................................... 224 353
Unrecognized prior service cost..................... 92 5
Unrecognized net loss from past experience different
from that assumed.................................. 33 1
Unrecognized net asset at transition................ (365) (374)
------ ------
Prepaid pension cost at December 31................. $ (16) $ (15)
====== ======
</TABLE>

The prepaid pension cost is a non-admitted asset and is not included in the
accompanying balance sheets.

The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation was 8.5 percent for 1994 and 7.5
percent for 1993 in the United States and 7.25 percent for 1994 and 7.0
percent for 1993 in Canada. The weighted average assumed rate of increase in
future compensation levels was 5.0 percent in 1994 and 1993. In addition,
several other factors, such as expected retirement dates and mortality, enter
into the determination of the actuarial present value of the accumulated
benefit obligation.

The pension plans' assets are principally comprised of investment contracts
issued by the Company.

SAVINGS AND INVESTMENT PLAN

The Company sponsors a savings and investment plan available for
substantially all employees under which the Company matches a portion of
employee contributions. During 1994, 1993 and 1992, the Company contributed
$42 million, $48 million and $46 million, respectively, to the plan.