METROPOLITAN LIFE SEPARATE ACCOUNT E, 497J, 1996-05-07

METROPOLITAN LIFE SEPARATE ACCOUNT E
497J, 1996-05-07

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<PAGE>

Preference Plus(R) Account Prospectus

Non-Qualified Annuities
Individual Retirement Annuities
Simplified Employee Pensions

May 1, 1996

<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.

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").

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
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, Area 2H, One Madison Avenue,
New York, NY 10010 Attention: MaryAnn Buttenmuller. 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-28.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1996.
<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
DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS........................ A-PPA-10
YOUR INVESTMENT CHOICES.............................................. A-PPA-10
PURCHASE PAYMENTS.................................................... A-PPA-11
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ A-PPA-12
WITHDRAWALS AND TRANSFERS............................................ A-PPA-13
DEDUCTIONS AND CHARGES............................................... A-PPA-14
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. A-PPA-15
DEATH BENEFIT........................................................ A-PPA-16
INCOME OPTIONS....................................................... A-PPA-16
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... A-PPA-17
ADMINISTRATION....................................................... A-PPA-17
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... A-PPA-18
TRANSFERS............................................................ A-PPA-18
DEDUCTIONS AND CHARGES............................................... A-PPA-19
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS.................. A-PPA-21
TAXES.................................................................. A-PPA-24
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... A-PPA-28
APPENDIX............................................................... A-PPA-29
INDEX.................................................................. A-PPA-30
</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.

A-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ A-PPA- 6
Accumulation Units..................................................... A-PPA-12
Annuity Units.......................................................... A-PPA-18
Assumed Investment Rate................................................ A-PPA-18
Contract Year.......................................................... A-PPA-14
Contracts.............................................................. A-PPA- 1
Designated Office...................................................... A-PPA-11
Early Withdrawal Charge................................................ A-PPA-14
Experience Factor...................................................... A-PPA-12
Free Corridor.......................................................... A-PPA-15
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-13
Valuation Period....................................................... A-PPA-12
</TABLE>

A-PPA-3
<PAGE>

TABLE OF EXPENSES--PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account and Metropolitan Fund
expenses for the fiscal year ending December 31, 1995:

<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 Charge............................ .50%(c)
Mortality and Expense Risk Charge................................. .75%(c)
Total Separate Account Annual Expenses............................ 1.25%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>
<TABLE>
<S> <C> <C> <C>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(D) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio.................................. .25 .09 .34
Diversified Portfolio............................. .25 .06 .31
Stock Index Portfolio............................. .25 .07 .32
Growth Portfolio.................................. .25 .06 .31
Aggressive Growth Portfolio....................... .75 .06 .81
International Stock Portfolio..................... .75 .26 1.01
</TABLE>

EXAMPLE

<TABLE>
<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 1 YEAR 3 YEARS 5 YEARS 10 YEARS
assets: ------ ------- ------- --------
Income Division............................. $79 $95 $114 $190
Diversified Division........................ 79 94 112 187
Stock Index Division........................ 79 94 113 188
Growth Division............................. 79 94 112 187
Aggressive Growth Division.................. 84 110 138 241
International Stock Division................ 86 116 149 262
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 $87 $190
Diversified Division........................ 16 50 86 187
Stock Index Division........................ 16 50 86 188
Growth Division............................. 16 50 86 187
Aggressive Growth Division.................. 21 65 112 241
International Stock Division................ 23 71 122 262
</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-14) 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-
19).
(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 the mortality and expense risk
charges is only an estimate. (See "Deductions and Charges," page A-PPA-
14.)
(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-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 A-PPA-14, 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-10-11)

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-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 A-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 A-PPA-24-26)

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-11-12; A-PPA-13-14)

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 money credited to you ("Account Balance").
(See "Withdrawals and Transfers," page A-PPA-13.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and your Contract. (See "Withdrawals and Transfers," page A-PPA-13,
"Deductions and Charges," page A-PPA-14.)

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

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 Risk Charge: 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-15-16)

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

Item 9--Nursing Home or Terminal Illness

DEATH BENEFIT (PAGE A-PPA-16)

Each Contract offers a death benefit that guarantees certain payments in
case of your death even if the Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE A-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 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-19.)

A-PPA-6
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(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>
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 1995 $13.65 $16.12 15,252
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 1995 13.55 17.00 42,712
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 1995 13.70 18.52 29,883
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 1995 13.47 17.71 38,047
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
Division 1995 17.47 22.35 33,899
1994 18.03 17.47 26,890
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 1995 14.25 14.19 17,553
Division 1994 13.74 14.25 16,674
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 $1,571,848 at December 31, 1995 applicable to Income
Annuities (including those not described in this Prospectus) receiving
annuity payouts.

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

A-PPA-7
<PAGE>

(CHART 1-PPA)

This chart displays in a graphic format information from previous page.

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?

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. MetLife, serving millions of people,
is one of the largest financial services companies in the world with many of
the largest United States corporations for its clients. We have over $177
billion in assets under management.

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.

A-PPA-9
<PAGE>

SECTION I: DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS
..............................................................

WHAT ARE THE CONTRACTS?

The Contracts offer you the choice of an account that 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.

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 that 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 general
administrative expenses and 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 that
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
which 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 the
divisions 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. All dividends declared by any of the portfolios are earned by the Separate
Account and reinvested. Therefore, no dividends are distributed under the Con-
tracts. 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 "di-
versified 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:

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.

A-PPA-10
<PAGE>

...............................................................

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).

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.

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.

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.

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
Limited ("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?

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, or the group in 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.

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 give 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 is remedied. If you do not agree
or we cannot reach you by the fifth business day, 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 "automatic payroll deduction"
and "check-o-matic." With automatic payroll deduction, 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. Eastern time, on the day we receive them at our Designated
Office, except when they are received (1) on a day when the accumulation unit
value (discussed later in this Prospectus) is not calculated or (2) after 4:00
p.m., Eastern time. In those cases, the purchase payments will be effective the
next day the accumulation unit value is calculated.

A-PPA-11
<PAGE>

...............................................................

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. Allocation changes for new purchase payments will be made upon our
receipt of your notification of 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 Federal 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 automatic payroll deduction,
check-o-matic, salary reduction or salary deduction.

In order to comply with regulatory requirements in Washington and Oregon, we
may limit the ability of a resident of either state to make purchase payments
(1) after the Contract has been held for more than three years, if the
Contract was issued after age 60 or (2) 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 credited 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 underlying 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
(the daily equivalent of 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 risk 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 would be $11.40 ($12.00 x (.05) = $(.60); $12.00 -
$.60 = $11.40).

A-PPA-12
<PAGE>

...............................................................

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 and
from the Fixed Interest Account. We may require that you maintain a minimum
Account Balance in investment divisions from which amounts are transferred
based upon an authorization.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

Generally, we will make withdrawals or transfers 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.

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, you can make payments directly to other investments on a tax-
free basis, 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. If we agree and you complete the form we supply, you may also authorize
your sales representative to make transfer requests on your behalf by
telephone. Whether you or your sales representative make transfer requests by
telephone, 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 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 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 WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Each SWIP payment will be taken on a pro rata basis from the Fixed Interest
Account and investment divisions of the Separate Account in which you then
have an Account Balance. If your 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?

...............................................................
Year and are within the 10% Free Corridor, calculated for this purpose as 10%
of the Account Balance on the SWIP anniversary date, no SWIP payment will be
subject to an early withdrawal charge. (Depending on underwriting and plan
requirements, the first Contract Year is the initial 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. If you are under age 59 1/2, tax penalties may apply. See "Taxes,"
pages A-PPA-24-26.

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

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges. (There is a $20 annual
Contract fee imposed on certain Fixed Interest Account balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK 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 the mortality and expense risk.

During 1995, these charges were $44,068,905 for all contracts in Separate
Account E.

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

Some jurisdictions tax what are called "annuity considerations." These may
include purchase payments, account balances and death benefits. In most
jurisdictions, we currently do not deduct any money 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. In South Dakota and Washington, D.C., we may also 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-29.

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 the mortality and
expense risk charge 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.

A-PPA-14
<PAGE>

...............................................................
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-
24-26. 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 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.

8. Transfer from other MetLife Contracts: (A) For transfers prior to January
1, 1996: If you rolled 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, credit 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 rollover amounts to a withdrawal charge determined 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>

(B) For transfers commencing on or after January 1, 1996:

(1) If you roll over amounts from other MetLife contracts we designate that
have been in force at least two years (except as covered in (2) below), we will
apply the one of the following two formulas that is more favorable to you: (a)
the same withdrawal charge schedule that would have applied to the rollover

A-PPA-15
<PAGE>

...............................................................
amounts had they remained in your other MetLife contracts, however, any
exceptions or reductions to the basic withdrawal charge percentage that this
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;
or (b) subject the rollover amounts to a withdrawal charge determined 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>

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

(2) If the other MetLife contracts have been in force less than two years or
provide for a separate withdrawal charge for each purchase payment, 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 under our other contract prior to
the date they were rolled over.

9. Nursing Home or Terminal Illness: You or your spouse (A) is a resident in
certain nursing home facilities for at least 90 consecutive days or (B) has
been diagnosed as terminally ill and is expected to die within twelve months.

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

WHAT IS THE DEATH BENEFIT?

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 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 portion of
your Account Balance used to provide the fixed income option. 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."

A-PPA-16
<PAGE>

SECTION II: INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
..............................................................

WHAT ARE INCOME ANNUITIES?

Income Annuities provide you with a series of payments for either a period of
time or life that are based upon the investment performance of the investment
divisions of the Separate Account. The amount of the payment will fluctuate and
is not guaranteed as to a specified amount. You may elect to have a portion of
your income payment under the fixed income option that is guaranteed by
MetLife's general account. That portion of the payment from the fixed income
option will not fluctuate and is fixed. 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 general administrative expenses and 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 which 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 Section I 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 which 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 in 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 give 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 is 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., Eastern time, on
the day we receive them at our Designated Office, except when they are received
(1) on a day when the annuity unit value (which will be discussed later in this
Prospectus) is not calculated or (2) after 4:00 p.m., Eastern 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.

A-PPA-17
<PAGE>

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 units are similar to "accumulation units"
described earlier in Section I 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?

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
underlying 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.

When we determine the annuity unit value for an investment division, we use
the same "experience factor" as that derived for the calculation of
accumulation units as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by 0.99989255 (the daily equivalent of 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 investment divisions
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 investment divisions 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 initial 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 investment divisions.

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 investment divisions, the AIR
and Separate Account charges.

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

CAN YOU MAKE TRANSFERS?

You can 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 your beneficiary
under a guarantee or a joint annuitant 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 transfer requests by telephone unless prohibited by state
law. If we agree, and you complete the form we supply, you may also authorize
your sales representative to make transfer requests on your behalf by
telephone. All telephone transfers are subject to the same procedures and
limitations of liability as described earlier in Section I.

A-PPA-18
<PAGE>

...............................................................

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

WHAT IS THE CONTRACT FEE?

A one time $350 contract fee is taken from your purchase payment prior to
crediting annuity units and determining the amount of any fixed income
payments. 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 THE MORTALITY AND
EXPENSE RISK 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.

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 are 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-29.

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).

Your Lifetime Annuity--A variable income payable during the annuitant's life.
Payments cease with the last one due before the annuitant's death.

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

Your Lifetime With Refund Annuity--A variable 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 purchase payment less any variable income payments that were
paid prior to death. If the owner has predeceased the annuitant, the
beneficiary receives a benefit, if any, equal to the purchase payment less any
variable income payments that were paid prior to death.

Income for Two Lives--A variable income payable during the joint lives of the
primary annuitant and a named second person and thereafter during the life of
the second annuitant. The variable income payable to the second annuitant is 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 second
annuitant is selected when the income type is selected. Income payments that
may be reduced only upon the primary annuitant's death are a joint and survivor
annuity. Income payments that may be reduced upon either the primary or the
second annuitant's death are a joint and contingent survivor annuity.

Income for Two Lives with a Guaranteed Period Annuity--A variable income
payable during the joint lives of the primary annuitant and a named second
person and thereafter during the life of the second annuitant. If, at the death
of both annuitants, payments have been made for less than the guarantee period,
payments are made to the owner of the annuity for the rest of the guarantee
period. If, at the death of the owner, payments have been made for less than
the guarantee period, payments are made to a beneficiary for the rest of the
guarantee period. The variable income payable to the second annuitant is 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

A-PPA-19
<PAGE>

...............................................................
the second annuitant is selected when the income type
is selected. Income payments that may be reduced only upon the primary
annuitant's death are a joint and survivor annuity. Income payments that may
be reduced upon either the primary or the second annuitant's death are a joint
and contingent survivor annuity.

Income for Two Lives with a Refund Annuity--A variable income payable during
the joint lives of the primary annuitant and a named second person and
thereafter during the life of the second annuitant. Payments cease with the
last one due before the second annuitant's death. At the second death, the
owner of the annuity receives a benefit, if any, equal to the purchase payment
less any variable income payments that were paid prior to death. If the owner
has predeceased the annuitants, the beneficiary receives a benefit, if any,
equal to the purchase payment less any variable income payments that are paid
prior to death. The variable income payable to the second annuitant is 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 second
annuitant is selected when the income type is selected. Income payments that
may be reduced only upon the primary annuitant's death are a joint and
survivor annuity. Income payments that may be reduced upon either the primary
or the second annuitant's death are a joint and contingent survivor annuity.

Income for a Guaranteed Period--A variable income payable for a guarantee
period (5-30 years). Payments cease at 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 guarantee period. If the owner
dies prior to the end of the guarantee, payments are made to the beneficiary
for the rest of the guarantee 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 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 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.
A-PPA-20
<PAGE>

SECTION III: OTHER DEFERRED 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.

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.

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.

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 meet
certain requirements, including that it be in writing that 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, 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 WE 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.

A-PPA-21
<PAGE>

...............................................................

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 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 Account Balance, 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 for 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.

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 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
manager, 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?

A-PPA-22
<PAGE>

...............................................................
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.

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 these sales by commissions that we pay. There is no
front-end sale 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 6% 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 is 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 underlying portfolios 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.

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(R) 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 "EqualizerSM." 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.

A-PPA-23
<PAGE>

SECTION IV: 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 attribut-
able to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED 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.

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 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.

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. 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 arrangements, SEPs 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 ($155,000 for 1996), an additional penalty tax of 15% in
addition to ordinary income taxes 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. Generally, 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.

A-PPA-24
<PAGE>

...............................................................
($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 file a joint return and have a non-working
spouse or elect to treat your spouse as having no compensation and your spouse
is under age 70 1/2, 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
individual retirement arrangements) 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 periodic 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 are under age
59 1/2 and are receiving SWIP payments that you intend to qualify as a series
of substantially equal periodic payments under (S)72(t) or (S)72(q) of the
Code and thus not subject to the 10% tax penalty, any modifications to your
SWIP payments before age 59 1/2 or five years after beginning SWIP payments
will result in the retroactive imposition of the 10% tax penalty. You should
consult with your tax adviser to determine whether you are eligible to rely on
any exceptions to the 10% tax penalty before you elect to receive any SWIP
payments or make any modifications to your SWIP payments.

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
a nontaxable return of principal, 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 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 cal-
culation of these withdrawals. Other complex rules apply to how rapidly with-
drawals must be made after your death. Generally, if you die before the re-
quired 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 in-
come 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 Contract permits, payments may be made over
your spouse's lifetime or over a period not beyond your spouse's life expec-
tancy starting by the December 31 of the year in which you would have reached
age 70 1/2, if later. 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. 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. The IRS allows you to aggregate the amount required
to be withdrawn from each individual retirement arrangement you own and to
withdraw this amount in total from any one or more of the individual retire-
ment arrangements 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 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 generally deferred until it is withdrawn only if you, as owner of the
Contract, are an individual (or are treated as a natural person under certain
other circumstances specified by the Code). The following discussion assumes
that this is the case.

A-PPA-25
<PAGE>

...............................................................
payments are fully taxable. If you die before all contributions are returned,
the unreturned amount may be deductible on your final income tax return or
deductible by 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 periodic 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 Non-Qualified Contract may be exchanged for another non-qualified
contract without incurring Federal income taxes if Code requirements are met.
Under the Code, withdrawals need not be made by a particular age. However, It
is possible that the Internal Revenue Service may determine that the Contract
must be surrendered or income payments must commence by a certain age, e.g.,
85 or older. 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 your
death 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 In come Annuities and purchase payments consisting
of non-deductible contributions under IRA Income Annuities, will be on a "be-
fore-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 in-
come 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 a nontaxable return of
principal.

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-26
<PAGE>

...............................................................
what 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
generally 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 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, the Code
generally requires that your entire interest 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 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 are treated as a natural person under certain other cir-
cumstances 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. Generally, 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 may be
deductible on your final income tax return or deductible by 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 date of your death. 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-27
<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........................................... 30
</TABLE>

A-PPA-28
<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%(3) 0.5% 2.35% 2.35%
District of Columbia.... 2.25% 2.25% 2.25% 2.25% 2.25%
Kansas.................. -- -- -- -- 2.0%
Kentucky................ 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Nevada.................. -- -- -- -- 3.5%
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 (S)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
(S)401(a) of the Code are included under the column headed "Keogh
Contracts and Income Annuities."
(3) With respect to Contracts and Income Annuities purchased for use in
connection with individual retirement trust or custodial accounts meeting
the requirements of (S)408(a) of the Code, the annuity tax rate in
California is 2.35% instead of 0.5%.

A-PPA-29
<PAGE>

INDEX
<TABLE>
<CAPTION>
A-PPA
<S> <C>
ACCOUNT BALANCE...............................................................6
ACCUMULATION UNIT VALUES....................................................7-8
Calculation................................................................12
ANNUAL CONTRACT FEE....................................................4, 6, 14
ANNUITY TAXES ...............................................................14
ANNUITY UNITS................................................................18
ASSUMED INVESTMENT RATE......................................................18
AUTOMATIC PAYROLL DEDUCTION..................................................11
AVERAGE ANNUAL TOTAL RETURN..................................................23
CANCELLATION.................................................................21
CHANGE IN ACCUMULATION UNIT VALUE............................................23
CHANGE IN ANNUITY UNIT VALUE.................................................23
CHECK-O-MATIC............................................................11, 21
COMMISSION...................................................................22
CONFIRMATION.................................................................21
CONTRACTS..............................................................1, 6, 10
CONTRACT YEAR.............................................................13-14
DEATH BENEFIT.............................................................6, 16
DESIGNATED OFFICE............................................................11
DIVIDENDS....................................................................10
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)..........................4, 6, 14
EQUALIZER SM ................................................................23
EQUITY GENERATOR SM .....................................................15, 23
ERISA........................................................................21
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES...............................6, 15-16
Certain Purchase Payments..................................................15
Death......................................................................15
Federal Taxes..............................................................15
Free Corridor..............................................................15
Free Look..................................................................15
Income Annuity.............................................................15
Transfers..................................................................15
Transfers from other MetLife Contracts..................................15-16
Nursing Home or Terminal Illness...........................................16
EXPERIENCE FACTOR............................................................12
FIXED INCOME OPTION..........................................................16
FREE CORRIDOR................................................................15
FREE LOOK....................................................................15
GENERAL ADMINISTRATIVE EXPENSES CHARGE.................................4, 6, 14
INCOME ANNUITIES....................................................1, 6, 17-20
Administration.............................................................17
Annuity Unit Value.........................................................18
Annuity Taxes..............................................................19
Assumed Investment Rate....................................................18
Contract Fee...............................................................19
Free Look..................................................................20
General Administrative Expenses Charge.....................................19
Income Types............................................................19-20
Investment Choices.........................................................17
Mortality and Expense Risk Charge..........................................19
Income for Two Lives.......................................................19
Income for Two Lives with a Guaranteed Period Annuity......................19
Income for Two Lives with Refund Annuity...................................20
Your Lifetime Annuity......................................................19
</TABLE>

A-PPA-30
<PAGE>

<TABLE>
<CAPTION>
A-PPA
<S> <C>
Your Lifetime with a Guaranteed Period Annuity.............................19
Your Lifetime with Refund Annuity..........................................19
Income for a Guaranteed Period.............................................20
Purchase Payment...........................................................17
Transfers..................................................................18
Taxes...................................................................26-27
Valuation Period...........................................................18
INCOME OPTIONS...............................................................16
Fixed Income Option........................................................16
Variable Income Option.....................................................16
INDIVIDUAL RETIREMENT ANNUITY CONTRACTS.......1, 10, 11, 13, 17, 24, 25, 26, 27
INVESTMENT CHOICES.................................................4, 6, 10, 11
Aggressive Growth Portfolio.............................................4, 11
Diversified Portfolio...................................................4, 11
Growth Portfolio........................................................4, 11
Income Portfolio........................................................4, 10
International Stock Portfolio...........................................4, 11
Stock Index Portfolio...................................................4, 11
MANAGEMENT FEES...........................................................4, 11
MORTALITY AND EXPENSE RISK CHARGE.........................................4, 14
NON-QUALIFIED CONTRACT............................1, 10, 11, 17, 24, 25, 26, 27
NURSING HOME OR TERMINAL ILLNESS.............................................16
PERFORMANCE..................................................................23
PURCHASE PAYMENTS (CONTRIBUTIONS).........................................6, 11
REBALANCER SM (withdrawals and transfers)....................................13
SALES LOAD............................................................4, 13, 14
SALES REPRESENTATIVES........................................................22
SEPARATE ACCOUNT...........................................................6, 9
SIMPLIFIED EMPLOYEE PENSION CONTRACT..............1, 10, 13, 17, 24, 25, 26, 27
SUMMARY.......................................................................6
SYSTEMATIC WITHDRAWAL INCOME PROGRAM.................................13, 21, 25
TAXES..................................................................6, 24-27
General--all markets...................................................24, 26
IRA Contracts...................................................24-25, 26, 27
Non-Qualified Contracts............................................25, 26, 27
SEP Contracts......................................................25, 26, 27
TELEPHONE REQUESTS...........................................................13
TOTAL OPERATING EXPENSES......................................................4
TRANSFERS.................................................................6, 13
VALUATION PERIOD.............................................................12
VOTING RIGHTS................................................................22
WITHDRAWALS..................................................................13
YIELD........................................................................23
</TABLE>

A-PPA-31
<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:-------------------------------------------------
- -------------------------
Address:-------------------------------------------------
(Contract Number) -------------------------------------------------
- ------------------------- zip
(Signature)

METROPOLITAN LIFE INSURANCE COMPANY
ATTN: MARYANN BUTTENMULLER
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010
<PAGE>

- --------------------------------------------------------------------------------
Bulk
[LOGO OF METLIFE(R)] Rate
U.S.
Postage
Paid
Rutland,
VT
Metropolitan Life Insurance Company Permit
501 US Highway 22 220
Bridgewater, NJ 08807-2438

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<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, 1996

[LOGO OF METLIFE(R)
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 (S)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 (S)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.

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, 1996.
<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 DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS.................... B-PPA-11
YOUR INVESTMENT CHOICES.............................................. B-PPA-11
PURCHASE PAYMENTS.................................................... B-PPA-13
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ B-PPA-13
WITHDRAWALS AND TRANSFERS............................................ B-PPA-14
DEDUCTIONS AND CHARGES............................................... B-PPA-16
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. B-PPA-17
DEATH BENEFIT........................................................ B-PPA-19
INCOME OPTIONS....................................................... B-PPA-19
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... B-PPA-20
ADMINISTRATION....................................................... B-PPA-20
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... B-PPA-21
TRANSFERS............................................................ B-PPA-21
DEDUCTIONS AND CHARGES............................................... B-PPA-22
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS.................. B-PPA-24
TAXES.................................................................. B-PPA-28
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... B-PPA-32
APPENDIX............................................................... B-PPA-33
INDEX.................................................................. B-PPA-34
</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-21
Assumed Investment Rate................................................ B-PPA-21
Contract Year.......................................................... B-PPA-13
Contracts.............................................................. B-PPA- 1
Designated Office...................................................... B-PPA-13
Early Withdrawal Charge................................................ B-PPA-16
Experience Factor...................................................... B-PPA-14
Free Corridor.......................................................... B-PPA-17
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-17
Systematic Withdrawal Income Program................................... B-PPA-15
Valuation Period....................................................... B-PPA-14
</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,
1995:

<TABLE>
<S> <C> <C> <C>
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(E)
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
.70 .13 .83
</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-16) 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-
22).
(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 the mortality
and expense risk charges is only an estimate. (See "Deductions and
Charges," page B-PPA-16.)
(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) After July 1, 1996, the management fees of the Calvert Balanced Portfolio
are subject to a performance adjustment which could cause this fee to be
as high as 0.85% or as low as 0.55%, depending on the Portfolio's
performance. "Other Expenses" for the Calvert Balanced Portfolio reflect
an indirect fee of 0.02%. If not for the payment of the indirect fee,
total expenses for the Portfolio would have been 0.81%.
(f) 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-17).

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-16, for a more detailed
description of the charges and expenses imposed upon the assets in the
Separate Account.

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-20. "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-11-13)

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-11-13. 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-28-30)

PURCHASE PAYMENTS; TRANSFERS (PAGES B-PPA-13; B-PPA-14-15)

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 money credited to you ("Account Balance").
(See "Withdrawals and Transfers," pages B-PPA 14-15.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
your Contract. (See "Withdrawals and Transfers," pages B-PPA-14-15, and
"Deductions and Charges," pages B-PPA-16-17.)

DEDUCTIONS AND CHARGES (PAGES B-PPA-16-17)

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 Risk Charge: 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-17-19)

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
Market under (S)403(a) of the Internal Revenue Code--(in addition to (a)
above):

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

(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-19)

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

INCOME ANNUITIES (PAGE B-PPA-19)

B-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
PREFERENCE PLUS CONTRACTS YEAR BEGINNING OF YEAR OF YEAR (IN THOUSANDS)
------------------------- ---- ----------------- -------------- ----------------------
<S> <C> <C> <C> <C>
Income Divi-
sion 1995 $13.65 $16.12 15,252
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 1995 13.55 17.00 42,712
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 1995 13.70 18.52 29,883
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 1995 13.47 17.71 38,047
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 1995 17.47 22.35 33,899
Division 1994 18.03 17.47 26,890
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 1995 14.25 14.19 17,553
Division 1994 13.74 14.25 16,674
1993 9.41 13.74 6,921
1992 10.61 9.41 966
1991 10.00(b) 10.61 92
Calvert Re-
sponsibly 1995 13.11 16.80 787
Invested
Balanced 1994 13.71 13.11 630
Division 1993 12.86 13.71 473
1992 12.10 12.86 239
1991 10.58 12.10 63
1990 10.00(c) 10.58 0
</TABLE>

In addition to the above mentioned Accumulation Units, there are cash
reserves of $1,571,848 at December 31, 1995 applicable to Income Annuities
(including those not described in this Prospectus) receiving annuity payouts.

B-PPA-8
<PAGE>

(CHART 1-PPA)

This chart displays in a graphic format information from previous page.

(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?

B-PPA-10
<PAGE>

SECTION I: THE DEFERRED 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 that 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?

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 the
divisions 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 and the Acacia
Capital Corporation as shown on page 1. All dividends declared by any of the
portfolios are earned by the Separate Account and reinvested. Therefore, no
dividends are distributed under the Contracts. 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 an-
nuities 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 "open-end management investment companies" under
the 1940 Act. Each fund, other than the Calvert Responsibly Invested Balanced
Portfolio, is "diversified" 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:

Income Portfolio: To achieve the highest possible total return, by combining
current income with capital gains,

B-PPA-11
<PAGE>

...............................................................
consistent with prudent investment risk and preservation of capital, by
investing primarily in fixed-income, high-quality debt securities.

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, non-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
Limited ("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, 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.

Calvert pays sub-investment advisory fees to NCM Capital Management Group,
Inc. consisting of a base fee and 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.

...............................................................
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?

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 in 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.

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 give 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 is remedied. If you do not
agree or we cannot reach you by the fifth business day, your purchase payment
will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., Eastern time, on
the day we receive them at our Designated Office, except when they are
received (1) on a day when the accumulation unit value (discussed later in
this Prospectus) is not calculated or (2) after 4:00 p.m., Eastern 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, the
first Contract Year is the initial 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 Federal 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 Income Program payments, as described later in this Prospectus,
except if purchase payments are made through salary reduction or salary
deduction.

Except for the PEDC Contract, in order to comply with regulatory
requirements in Oregon, we may limit the ability of an Oregon resident to make
purchase payments (1) after the Contract has been held for more than three
years, if the Contract was issued after age 60 or (2) 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?

B-PPA-13
<PAGE>

...............................................................
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 credited 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 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
(the daily equivalent of 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 risk we assume
under the Contracts.

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?

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, you can make payments directly to other investments on a tax-
free basis 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

B-PPA-14
<PAGE>

...............................................................
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, withdrawals from the Contracts before age 59 1/2
are generally prohibited. See "Taxes--TSA Contracts" at page B-PPA-29-30.

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, you may also authorize your sales representative to make transfer
requests on your behalf by telephone. Whether you or your sales representative
make transfer requests by telephone, 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. Your SWIP anniversary date is any
day you specify following the month in which you originally bought your
Contract. 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 WHICH 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 are within the applicable Free Corridor percentage, no SWIP
payment will be subject to an early withdrawal charge. 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."

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. If you are under age 59 1/2, tax penalties may apply. See
"Taxes," pages B-PPA 28-31.

B-PPA-15
<PAGE>

...............................................................

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

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges. (There is a $20 annual
Contract fee imposed on certain Fixed Interest Account balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK 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 1995, these charges were $44,068,905 for all contracts in Separate
Account E.

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

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page B-PPA-33.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

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 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

B-PPA-16
<PAGE>

...............................................................
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 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:

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-
28-31. 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 all other Contracts, you can withdraw up to 10% of your Account
Balance during each Contract Year.

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 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

B-PPA-17
<PAGE>

...............................................................
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. For other TSA Contracts, you must have
at least ten years of uninterrupted Contract participation. 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 and 403(a) Contracts, you
must have at least ten years of uninterrupted Contract participation. This
exemption to the early withdrawal charge for TSA and 403(a) 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
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 (A) For transfers prior to January
1, 1996: If you rolled over amounts from other MetLife contracts we designate,
of the following two formulas, we will apply the one that is more favorable to
you:

(2) subject the rollover amounts to a withdrawal charge determined 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>

(B) For transfers commencing on or after January 1, 1996:

(1) If you roll over amounts from other MetLife contracts we designate that
they have been in force at least two years (except as covered in (2) below),
we will apply the one of the following two formulas that is more favorable to
you: (a) the same withdrawal charge schedule that would have applied to the
rollover

B-PPA-18
<PAGE>

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>

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

(2) If the other MetLife contracts have been in force less than two years or
provide for a separate withdrawal charge for each purchase payment, 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 our other contract
prior to the date they were rolled over.

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 December 31 of any fifth Contract anniversary
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?

B-PPA-19
<PAGE>

SECTION II: INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
...............................................................

WHAT ARE INCOME ANNUITIES?

Income Annuities provide you with a series of payments for either a period of
time or life that are based upon the investment performance the investment
divisions of the Separate Account. The amount of the payment will fluctuate and
is not guaranteed as to a specified amount. You may elect to have a portion of
your income payment under the fixed income option that is guaranteed by
MetLife's general account. That portion of the payment from the fixed income
option will not fluctuate and is fixed. You may purchase an Income Annuity even
if you did not have a Contract during the accumulation period.

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?

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 Section I 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 which 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 in 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.

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.

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...............................................................

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

WHAT IS AN ANNUITY UNIT VALUE?

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

When we determine the annuity unit value for an investment, we use the same
"experience factor" as that derived for the calculation of accumulation units
as described in Section I.

To calculate an annuity unit value we first multiply the experience factor
for the period by 0.99989255 (the daily equivalent of 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?

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 transfer requests by telephone unless prohibited by state
law. Except for Keogh Income Annuities, if we agree and you complete the form
we supply, you may also authorize your sales representative to make transfer
requests on your behalf by telephone.

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<PAGE>

...............................................................
All telephone transfers are subject to the same procedures and limitations of
liability as described earlier in Section I.

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

WHAT IS THE CONTRACT FEE?

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK 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 annuitant's 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.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Your Lifetime Annuity--A variable income payable during the annuitant's life.
Payments cease with the last one due before the annuitant's death.

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

Income for Two Lives--A variable income payable during the joint lives of the
primary annuitant and a named second person and thereafter during the life of
the second annuitant. The variable income payable to the second annuitant is 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 second
annuitant is selected when the income type is selected. Income payments that
may be reduced only upon the primary annuitant's death are a joint and survivor
annuity. Income payments that may be reduced upon either the primary
annuitant's or the second annuitant's death are a joint and contingent survivor
annuity.

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<PAGE>

...............................................................
second annuitant is 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 second annuitant is selected when the income type is
selected. Income payments that may be reduced only upon the primary
annuitant's death are a joint and survivor annuity. Income payments that may
be reduced upon either the primary or the second annuitant's death are a joint
and contingent survivor annuity.

Income for Two Lives with Refund Annuity--A variable income payable during
the joint lives of the primary annuitant and a named second person and
thereafter during the life of the second annuitant. Payments cease with the
last one due before the second annuitant's death. At the second death, the
owner of the annuity receives a benefit, if any, equal to the purchase payment
less any variable income payments that were paid prior to death. If the owner
has predeceased the annuitants, the beneficiary receives a benefit, if any,
equal to the purchase payment less any variable income payments that are paid
prior to death. The income payable to the second annuitant is 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 second annuitant is
selected when the income type is selected. Income payments that may be reduced
only upon the primary annuitant's death are a joint and survivor annuity.
Income payments that may be reduced upon either the primary or the second
annuitant's death are a joint and contingent survivor annuity.

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 for individual Income Annuities) after you receive it by
telling us in writing. We will then refund your purchase payment. The Free
Look is 30 days if an individual Income Annuity was issued 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.

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<PAGE>

SECTION III: OTHER DEFERRED 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?

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 meet
certain requirements, including that it be in writing that 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 WE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

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<PAGE>

...............................................................
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.

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 Account Balance, 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?

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?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or

B-PPA-25
<PAGE>

...............................................................
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 manager 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?

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.

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 these sales by commissions that 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 6% depending on the age of the participant or annuitant.

From time to time, MetLife may pay organizations or associations a fee,
reimburse them for certain expenses, lease office space from them, purchase
advertisements in their publications or enter into other such arrangements in
connection with their endorsing or sponsoring MetLife's variable annuity
contracts or services, for permitting MetLife to undertake certain marketing
efforts of the organizations' members in connection with sales of MetLife
variable annuities, or some combination thereof. Additionally, MetLife has
retained consultants who are paid a fee for their efforts in establishing and
maintaining relationships between MetLife and various organizations.

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 is 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 underlying portfolios of
the Metropolitan 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.

B-PPA-26
<PAGE>

...............................................................
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 (R) 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.

B-PPA-27
<PAGE>

SECTION IV: TAXES
...............................................................

GENERAL

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED 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 with an appropriate endorsement 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," as defined in the Code, 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 arrangement; (2) a qualified trust or 403(a)
annuity plan, if the distribution is from a Keogh or 403(a) Contract; or (3) a
TSA, if the distribution is from a TSA Contract. An eligible rollover
distribution generally 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 (S)401(k)
of the Code for corporations and unincorporated businesses; (f) certain 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 rollover 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. Withdrawals from the
TSA Contracts are generally entirely prohibited before age 59 1/2. If a
combination of certain payments to you from certain tax-favored plans

B-PPA-28
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...............................................................
(which includes (S)403(a) plans, (S)403(b) arrangements, individual retirement
arrangements, SEPs 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
($155,000 for 1996), an additional penalty tax of 15% in addition to ordinary
income tax 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 eligible 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 (S)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 dis-
ability (as defined in the Code); (3) made in substantially equal periodic
pay-ments (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 "al-
ternate 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 defer-
ral as allowed by the Code. If you are under age 59 1/2 and are receiving SWIP
payments that you intend to qualify as a series of substantially equal peri-
odic payments under (S)72(t) or (S)72(q) of the Code and thus not subject to
the 10% tax penalty, any modifications to your SWIP payments before age 59 1/2
or five years after beginning SWIP payments will result in the retroactive im-
position of the 10% tax penalty. You should consult with your tax adviser to
determine whether you are eligible to rely on any exceptions to the 10% tax
penalty rule before you elect to receive any SWIP payments or make any modifi-
cations to your SWIP payments.

Withdrawals may be transferred to another (S)403(b) funding vehicle or (for
eligible rollover 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. Generally, your entire interest in
the Contract must be withdrawn or begin to be withdrawn by April 1 of the cal-
endar 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. If you
were age 70 1/2 before 1988 or are covered by a church or governmental plan,
you may delay minimum distribution until April 1 of the year following retire-
ment. 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 al-
lowed by the Code to your beneficiary over his or her lifetime or over a pe-
riod 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 bene-
ficiary, 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 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 Retire

B-PPA-29
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...............................................................
ment 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 re-
quired 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.

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 periodic 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).

Under rules similar to those described above for TSAs, 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. Also, if you die before required withdrawals have begun, the
entire interest in the Contract generally must be paid within five years of
the year in which you died.

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.

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.

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 no
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.

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).

403(a) Contracts. The employer adopts a 403(a) plan as a qualified
retirement plan to provide benefits to participating employees. The plan
generally 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. Under rules
similar to those described above for TSAs, withdrawals of your entire interest
under the Contract must be made or begun to be made no later than the April 1
of the calendar year following the year in which the participant

B-PPA-30
<PAGE>

...............................................................
reaches age 70 1/2. Also, if you die before required withdrawals have begun,
the entire interest in the Contract generally must be paid within five years of
the year in which you died.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

Generally, all purchase payments under the Income Annuities will be on a "be-
fore-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 in-
come 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 Code); or (3) made in substantially
equal periodic 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). There is a possibility that if you make transfers as
described earlier in this Prospectus before age 59 1/2 or within five years of
the purchase of the Income Annuity, the exercise of the transfer provision may
cause the retroactive 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 arrangements, SEPs 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 ($155,000 for 1996), a penalty tax of 15% in addition to ordinary
income taxes 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 which should have
been made but were not. If you were age 70 1/2 before 1988 or are covered by a
church or governmental plan, you may delay minimum distribution until the April
1 of the year following retirement. 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 the Income Annuity, the Code generally 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 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 (REA), your spouse has certain rights which may be waived with the written
consent of your spouse.

If your benefit under a plan subject to REA 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-31
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

B-PPA-32
<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-33
<PAGE>

INDEX
<TABLE>
<CAPTION>
B-PPA
<S> <C>
ACCOUNT BALANCE...............................................................6
ACCUMULATION UNIT VALUES....................................................8-9
Calculation................................................................14
ANNUAL CONTRACT FEE....................................................4, 6, 16
ANNUITY TAXES................................................................16
ANNUITY UNITS................................................................21
ASSUMED INVESTMENT RATE......................................................21
AVERAGE ANNUAL TOTAL RETURN..................................................26
CALVERT BALANCED PORTFOLIO MANAGEMENT FEES................................4, 12
CALVERT BALANCED PORTFOLIO TOTAL OPERATING EXPENSES...........................4
CANCELLATION.................................................................24
CHANGE IN ACCUMULATION UNIT VALUE............................................26
CHANGE IN ANNUITY UNIT VALUE.................................................26
COMMISSION...................................................................26
CONFIRMATION.................................................................24
CONTRACTS..............................................................1, 6, 11
CONTRACT YEAR................................................................13
DEATH BENEFIT.............................................................6, 19
DESIGNATED OFFICE............................................................13
DISABILITY...................................................................18
DIVIDENDS....................................................................11
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)..........................4, 6, 16
EQUALIZER SM.................................................................27
EQUITY GENERATOR SM .....................................................17, 27
ERISA........................................................................24
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES...............................6, 17-19
Certain Purchase Payments..................................................17
Death......................................................................17
Disability: Keogh, TSA, 403(a), PEDC Contracts.............................18
Federal Taxes..............................................................17
Free Corridor--All other Contracts.........................................17
Free Corridor--Unallocated Keogh Contract..................................17
Free Corridor--TSA and 403(a) Contracts....................................17
Free Look..................................................................17
Hardship...................................................................18
Income Annuity.............................................................17
Plan Termination...........................................................18
Preapproved Investment Vehicles............................................18
Retirement.................................................................18
Separation from Service....................................................18
Systematic Termination.....................................................17
Transfers..................................................................17
Transfers from other MetLife Contracts..................................18-19
EXPERIENCE FACTOR............................................................14
FIXED INCOME OPTION..........................................................19
403(A) CONTRACT.............................1, 7, 11,18, 19, 20, 28, 29, 30, 31
FREE CORRIDOR................................................................17
FREE LOOK....................................................................17
GENERAL ADMINISTRATIVE EXPENSES CHARGE.................................4, 6, 16
INCOME ANNUITIES ...................................................1, 7, 20-23
Administration.............................................................20
Annuity Unit Value.........................................................21
Annuity Taxes..............................................................22
Assumed Investment Rate....................................................21
</TABLE>

B-PPA-34
<PAGE>

<TABLE>
<CAPTION>
B-PPA
<S> <C>
Contract Fee...............................................................22
Free Look..................................................................23
General Administrative Expenses Charge.....................................22
Income Types............................................................22-23
Investment Choices.........................................................20
Mortality and Expense Risk Charge..........................................22
Income for Two Lives.......................................................22
Income for Two Lives with a Guaranteed Period..............................22
Income for Two Lives with Refund Annuity...................................23
Your Lifetime Annuity......................................................22
Your Lifetime Annuity with a Guaranteed Period.............................22
Your Lifetime Annuity with Refund..........................................22
Income for a Guaranteed Period.............................................23
Purchase Payment...........................................................20
Transfers..................................................................21
Taxes......................................................................31
Valuation Period...........................................................21
INCOME OPTIONS...............................................................19
Fixed Income Option........................................................19
Variable Income Option.....................................................19
INVESTMENT CHOICES.....................................................4, 6, 11
Aggressive Growth Portfolio.............................................4, 12
Calvert Responsibly Invested Balanced Portfolio.........................4, 12
Diversified Portfolio...................................................4, 12
Growth Portfolio........................................................4, 12
Income Portfolio........................................................4, 11
International Stock Portfolio...........................................4, 12
Stock Index Portfolio...................................................4, 12
HARDSHIP.....................................................................18
KEOGH CONTRACTS.................1, 6, 7, 11, 13, 18, 19, 20, 24, 25, 28, 30, 31
MANAGEMENT FEES...........................................................4, 12
MORTALITY AND EXPENSE RISK CHARGE......................................4, 6, 16
PEDC CONTRACT.......................1, 6, 7, 11, 13, 17, 18, 19, 20, 28, 30, 31
PERFORMANCE..................................................................26
PLAN TERMINATION.............................................................18
PURCHASE PAYMENTS (CONTRIBUTIONS).........................................6, 13
REBALANCER SM (WITHDRAWALS & TRANSFER).......................................14
RETIREMENT...................................................................18
SALES LOAD...............................................................15, 16
SALES REPRESENTATIVES........................................................26
SEPARATE ACCOUNT..........................................................6, 10
SEPARATION FROM SERVICE......................................................18
SUMMARY.......................................................................6
SYSTEMATIC TERMINATION.......................................................17
SYSTEMATIC WITHDRAWAL INCOME PROGRAM.................................15, 24, 29
TAX-SHELTERED ANNUITY CONTRACT....1, 7, 11, 13, 15, 16, 17, 18, 19, 20, 24, 28,
29, 30, 31
TAXES..................................................................6, 28-31
403(a) Contract.........................................................30-31
General--all markets...................................................28, 31
Keogh Contracts........................................................30, 31
PEDC Contract..........................................................30, 31
TSA Contracts......................................................28, 29, 31
TELEPHONE REQUESTS...........................................................15
TEXAS OPTIONAL RETIREMENT PROGRAM............................................14
TOTAL OPERATING EXPENSES......................................................4
TRANSFERS.................................................................6, 14
VALUATION PERIOD.............................................................14
VOTING RIGHTS................................................................25
WITHDRAWALS...............................................................6, 14
YIELD........................................................................26
</TABLE>

B-PPA-35
<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.

[_] Calvert Responsibly Invested Balanced Portfolio

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

METROPOLITAN LIFE INSURANCE COMPANY
ATTN: MARYANN BUTTENMULLER
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010
<PAGE>

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

Preference Plus(R) Account Prospectus

Enhanced Contracts and
Enhanced Income Annuities

May 1, 1996

[LOGO OF METLIFE(R)]
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.

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, Area 2H, One Madison Avenue, New York, NY 10010 Attention:
MaryAnn Buttenmuller. 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-32.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1996.
<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 DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS.......... C-PPA-11
YOUR INVESTMENT CHOICES............................................. C-PPA-11
PURCHASE PAYMENTS................................................... C-PPA-12
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT........... C-PPA-13
WITHDRAWALS AND TRANSFERS........................................... C-PPA-14
DEDUCTIONS AND CHARGES.............................................. C-PPA-15
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................ C-PPA-16
DEATH BENEFIT....................................................... C-PPA-18
INCOME OPTIONS...................................................... C-PPA-18
ENHANCED INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS................ C-PPA-19
ADMINISTRATION...................................................... C-PPA-19
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS................... C-PPA-20
TRANSFERS........................................................... C-PPA-20
DEDUCTIONS AND CHARGES.............................................. C-PPA-21
OTHER DEFERRED ENHANCED CONTRACT AND ENHANCED INCOME ANNUITY PROVI-
SIONS................................................................ C-PPA-23
TAXES................................................................. C-PPA-27
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......... C-PPA-32
APPENDIX.............................................................. C-PPA-33
INDEX................................................................. C-PPA-34
</TABLE>

C-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ C-PPA- 6
Accumulation Units..................................................... C-PPA-13
Annuity Units.......................................................... C-PPA-20
Assumed Investment Rate................................................ C-PPA-20
Contract Year.......................................................... C-PPA-13
Designated Office...................................................... C-PPA-12
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-16
Enhanced Preference Plus Contracts..................................... C-PPA- 1
Enhanced Preference Plus Income Annuities.............................. C-PPA- 1
Separate Account....................................................... C-PPA- 6
Systematic Termination................................................. C-PPA-17
Systematic Withdrawal Income Program................................... C-PPA-14
Valuation Period....................................................... C-PPA-13
</TABLE>

C-PPA-3
<PAGE>

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

The following table illustrates Separate Account and Metropolitan Fund
expenses for the fiscal year ending December 31, 1995:

<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 Charge............................ .20%(b)
Mortality and Expense Risk Charge................................. .75%(b)
Total Separate Account Annual Expenses............................ .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>
<TABLE>
<S> <C> <C> <C>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(C) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio.................................. .25 .09 .34
Diversified Portfolio............................. .25 .06 .31
Stock Index Portfolio............................. .25 .07 .32
Growth Portfolio.................................. .25 .06 .31
Aggressive Growth Portfolio....................... .75 .06 .81
International Stock Portfolio..................... .75 .26 1.01

</TABLE>
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 $156
Diversified Division.......................... 76 85 96 153
Stock Index Division.......................... 76 85 96 154
Growth Division............................... 76 85 96 153
Aggressive Growth Division.................... 81 100 123 209
International Stock Division.................. 83 107 133 230
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 $71 $156
Diversified Division.......................... 13 40 70 153
Stock Index Division.......................... 13 41 70 154
Growth Division............................... 13 40 70 153
Aggressive Growth Division.................... 18 56 96 209
International Stock Division.................. 20 62 107 230
</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-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) 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 the mortality and
expense risk charges is only an estimate. (See "Deductions and Charges,"
page C-PPA-15.)
(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-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 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-15, 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-19. "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-11-12)

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-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 C-PPA-11-12. 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.

TAXES (PAGES C-PPA-27-30)

PURCHASE PAYMENTS; TRANSFERS (PAGES C-PPA-12-13; C-PPA-14-15)

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 money credited to you ("Account Balance").
(See "Withdrawals and Transfers," page C-PPA-14.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
your Enhanced Contract. (See "Withdrawals and Transfers," page C-PPA-14, and
"Deductions and Charges," page C-PPA-15.)

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

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 Risk Charge: .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-16-18)

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 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 7--Mandated Withdrawals under Federal law

(b) Withdrawals or Transfers without a charge for the Enhanced Individual
Retirement Annuities Market--(in addition to (a) above):

Item 6--Death Benefit

Item 16--Nursing Home or Terminal Illness

C-PPA-6
<PAGE>

...............................................................

Item 6--Death Benefit

Item 10--Retirement

Item 11--Separation from Service

Item 16--Nursing Home or Terminal Illness

(d) 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 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

DEATH BENEFIT (PAGE C-PPA-18)

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 the Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE C-PPA-19)

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-21.)

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 Divi-
sion 1995 $24.79 $29.36 123
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 1995 19.69 24.78 346
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 1995 15.07 20.44 518
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 1995 29.57 38.99 334
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 1995 26.29 33.72 254
Division 1994 27.05 26.29 189
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 1995 14.40 14.38 396
Division 1994 13.84 14.40 446
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 $1,571,848 at December 31, 1995 applicable to Income Annuities
(including those not described in this Prospectus) 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.

C-PPA-10
<PAGE>

SECTION I: THE ENHANCED DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS
..............................................................

WHAT ARE THE ENHANCED CONTRACTS?

The Enhanced Contracts offer you the choice of an account that 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 that 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
that 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 which 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 the divisions available to you when we issued
it. We may add or eliminate divisions for some or all persons.

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

C-PPA-11
<PAGE>

...............................................................

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
Limited ("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 in 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.

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 give 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 is remedied. If you do not
agree or we cannot reach you by the fifth business day, your purchase payment
will be returned immediately.

For Enhanced Non-Qualified Contracts, your purchase payments may also be
made "automatically" through procedures that we call "automatic payroll
deduction" and "check-o-matic." With automatic payroll deduction, 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., Eastern time, on the day we receive them at our

C-PPA-12
<PAGE>

...............................................................
Designated Office, except when they are received (1) on a day when the
accumulation unit value (discussed later in this Prospectus) is not calculated
or (2) after 4:00 p.m., Eastern 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, the first Contract Year is the initial 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. Allocation changes for new purchase payments will be made
upon our receipt of your notification of 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 Federal 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 automatic payroll deduction, check-o-matic, salary reduction
or salary deduction.

In order to comply with regulatory requirements in Oregon, we may limit the
ability of an Oregon resident to make purchase payments (1) after the Contract
has been held for more than three years, if the Contract was issued after age
60, or (2) 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 credited 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 underlying 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.

C-PPA-13
<PAGE>

...............................................................
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 (the daily equivalent of 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 risk
we assume under the Enhanced Contracts.

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. 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 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 investment divisions from which amounts are transferred based upon
an authorization.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

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, you may also authorize your sales representative
to make transfer requests on your behalf by telephone. Whether you or your
sales representative make transfer requests by telephone, 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 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

C-PPA-14
<PAGE>

...............................................................
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 WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Depending on your Enhanced IRA Contract, each SWIP payment will be taken on a
pro rata basis from either (1) the Fixed Interest Account and investment
divisions of the Separate Account in which you then have an Account Balance or
(2) only from investment divisions of the Separate Account in which you then
have an Account Balance. If your 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, no SWIP payment will 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. (There is $20
annual Enhanced Contract fee imposed on certain Fixed Interest Account
balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK 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.

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 the mortality and expense risk.

During 1995, these charges were $44,068,905 for all contracts in Separate
Account E.

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

Some jurisdictions tax what are called "annuity considerations." These may
include purchase payments, account balances and death benefits. In most
jurisdictions, we currently do not deduct any money 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. In Pennsylvania, South Dakota and Washington, D.C., we may also 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-33.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The following paragraphs describe how the early withdrawal charge is
determined. The early withdrawal

C-PPA-15
<PAGE>

...............................................................
charge reimburses us for our costs in selling the Enhanced Contracts. We may
use any of our profits derived from the mortality and expense risk charge 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-
27-30. 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 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

C-PPA-16
<PAGE>

...............................................................
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 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 the Enhanced Non-Qualified Contract, 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 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.

15. Transfer from other MetLife Contracts: (A) For transfers prior to January
1, 1996: 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, credit 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 rollover amounts to a
withdrawal charge determined 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>

(B) For transfers commencing on or after January 1, 1996:

C-PPA-17
<PAGE>

...............................................................
favorable to you: (a) the same withdrawal charge schedule that would have
applied to the rollover amounts had they remained in your other MetLife
contracts, however, any exceptions or reductions to the basic withdrawal
charge percentage that this 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; or (b) subject the rollover amounts to a
withdrawal charge determined 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>

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

(2) If the other MetLife contracts have been in force less than two years or
provide for a separate withdrawal charge for each purchase payment, 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 our other
contract prior to the date they were rolled over.

16. Nursing Home or Terminal Illness: For the Enhanced IRA and Non-Qualified
Contracts, you or your spouse (A) is a resident in certain nursing home
facilities for at least 90 consecutive days or (B) has been diagnosed as
terminally ill and is expected to die within twelve months.

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

WHAT IS THE DEATH BENEFIT?

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 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?

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 portion of
your Account Balance used to provide the fixed income option. 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 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.

C-PPA-18
<PAGE>

SECTION II: ENHANCED INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
..............................................................

WHAT ARE THE ENHANCED INCOME ANNUITIES?

Enhanced Income Annuities provide you with a series of payments for either a
period of time or life that are based upon the investment performance of the
investment divisions of the Separate Account. The amount of the payment will
fluctuate and is not guaranteed as to a specified amount. You may elect to have
a portion of your income payment under the fixed income option that is
guaranteed by MetLife's general account. That portion of the payment from the
fixed income option will not fluctuate and is fixed. You may purchase an
Enhanced Income Annuity even if you did not have an Enhanced 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 ("Enhanced Income Annuities") have a reduced general administrative
expenses and 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 which 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 Section I under "Your Investment Choices." Your
employer, association or group may have limited the number of available
divisions. Your Enhanced Income Annuity will indicate which 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 in 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.

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.

C-PPA-19
<PAGE>

...............................................................
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 units are similar to "accumulation units"
described earlier in Section I 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?

When we determine the annuity unit value for an investment division, we use
the same "experience factor" as that derived for the calculation of
accumulation units as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by 0.99989255 (the daily equivalent of 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?

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

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

CAN YOU MAKE TRANSFERS?

You can 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 transfer requests by telephone unless prohibited by state
law. Except for the Enhanced unallocated Keogh Income Annuity, if we agree,
and you

C-PPA-20
<PAGE>

...............................................................
complete the form we supply, you may also authorize your sales representative
to make transfer requests on your behalf by telephone. All telephone transfers
are subject to the same procedures and limitations of liability as described
earlier in Section I.

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 THE MORTALITY AND
EXPENSE RISK 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.

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 the mortality and expense risk.

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).

Your Lifetime Annuity--A variable income payable during the annuitant's
life. Payments cease with the last one due before the annuitant's death.

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

Your Lifetime With Refund Annuity--A variable 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 purchase payment less any variable income payments that
were paid prior to death. If the owner has predeceased the annuitant, the
beneficiary receives a benefit, if any, equal to the purchase payment less any
variable income payments that were paid prior to death.

Income For Two Lives Annuity--A variable income payable during the joint
lives of the primary annuitant and a named second person and thereafter during
the life of the second annuitant. The variable income payable to the second
annuitant is 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 second annuitant is selected when the income type is selected.
Income payments that may be reduced only upon the primary annuitant's death
are a joint and survivor annuity. Income payments that may be reduced upon
either the primary annuitant's or the second annuitant's death are a joint and
contingent survivor annuity.

Income For Two Lives with a Guaranteed Period Annuity--A variable income
payable during the joint lives of the primary annuitant and a named second
person and thereafter during the life of the second annuitant. If, at the
death of both annuitants, payments have been made for less than the guarantee
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 guarantee period, payments are made to a beneficiary for the
rest of the guarantee period. The variable income payable to the second
annuitant is 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

C-PPA-21
<PAGE>

...............................................................
payable to the second annuitant is selected when the income type is selected.
Income payments that may be reduced only upon the primary annuitant's death
are a joint and survivor annuity. Income payments that may be reduced upon
either the primary or the second annuitant's death are a joint and contingent
survivor annuity.

Income for Two Lives with a Refund Annuity--A variable income payable during
the joint lives of the primary annuitant and a named second person and
thereafter during the life of the second annuitant. Payments cease with the
last one due before the second annuitant's death. At the second death, the
owner of the annuity receives a benefit, if any, equal to the purchase payment
less any variable income payments that were paid prior to death. If the owner
has predeceased the annuitants, the beneficiary receives a benefit, if any,
equal to the purchase payment less any variable income payments that are paid
prior to death. The income payable to the second annuitant is 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 second annuitant is
selected when the income type is selected. Income payments that may be reduced
only upon the primary annuitant's death are a joint and survivor annuity.
Income payments that may be reduced upon either the primary annuitant's or the
second annuitant's death are a joint and contingent survivor annuity.

Income for a Guaranteed Period--A variable income payable for a guarantee
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 guarantee period. If the owner
dies prior to the end of the guarantee, payments are made to the beneficiary
for the rest of the guarantee 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.

C-PPA-22
<PAGE>

SECTION III: OTHER DEFERRED 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.

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 meet
certain requirements, including that it be in writing that 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, 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, pre-authorized systematic purchase
payments which are transfers from the Fixed Interest Account and SWIP payments,
may be confirmed quarterly.

CAN WE 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

C-PPA-23
<PAGE>

...............................................................
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 Account Balance, 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 for 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 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.

You may give instructions regarding, among other things, the election of the
board of directors, ratification

C-PPA-24
<PAGE>

...............................................................
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 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
manager, 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 these sales by
commissions that 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 6% 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 is 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 underlying portfolios 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.

C-PPA-25
<PAGE>

...............................................................
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 (R) 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 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.

C-PPA-26
<PAGE>

SECTION IV: 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 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 DEFERRED 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.

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," as defined in the
Code, 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 arrangement; (2) a
qualified trust or a 403(a) annuity plan, if the distribution is from an
Enhanced unallocated Keogh Contract. An eligible rollover distribution is
generally 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 (S)401(k)
of the Code for corporations and unincorporated businesses; (f) certain 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 rollover 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)

C-PPA-27
<PAGE>

...............................................................
arrangements, individual retirement arrangements, SEPs 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 ($155,000 for 1996), an additional
penalty tax of 15% in addition to ordinary income taxes 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. Generally, 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 generally deductible up to the above limits if
neither you nor your spouse was an "active participant" in another qualified
retirement plan during the taxable year. You will not be treated as married
for these purposes if you lived apart for the entire taxable year and file
separate returns. If you or your spouse was an active participant in 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,
however 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 file a joint return and have a non-working spouse or elect to
treat your spouse as having no compensation and your spouse is under age 70
1/2, 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
individual retirement arrangements) 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 periodic payments
(not less frequently than annually) over the life or life expectancy of you or
you and another person named by you. If you are under age 59 1/2 and are
receiving SWIP payments that you intend to qualify as a series of
substantially equal periodic payments under (S)72(t) or (S)72(q) of the Code
and thus not subject to the 10% tax penalty, any modifications to your SWIP
payments before age 59 1/2 or five years after beginning SWIP payments will
result in the retroactive imposition of the 10% tax penalty. You should
consult with your tax adviser to determine whether you are eligible to rely on
any exceptions to the 10% tax penalty before you elect to receive any SWIP
payments or make any modification to your SWIP payments.

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
a nontaxable return of principal, 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 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 your beneficiary is
your spouse, he or she may elect to continue the Enhanced IRA Contract as his
or her own Enhanced IRA Contract after your death. If you die after the re-
quired withdrawals have begun, payments must

C-PPA-28
<PAGE>

...............................................................
continue to be made at least as rapidly as under the method of distribution
that was used as of the date of your death.

The IRS allows you to aggregate the amount required to be withdrawn from
each individual retirement arrangement you own and to withdraw this amount in
total from any one or more of the individual retirement arrangements 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 periodic 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).

Under rules similar to those described above for TSAs, withdrawals 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. Also, if you die before required withdrawals have
begun, the entire interest in the Contract generally must be paid within five
years of the year in which you died.

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 generally deferred until it is withdrawn only if you as
owner of the Enhanced Contract are an individual (or are treated as a natural
person under certain other circumstances specified by the Code). The following
discussion assumes that this is the case.

Any withdrawal is generally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and a nontaxable return of
principal) 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 may be
deductible on your final income tax return or deductible by 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 periodic 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 incurring Federal income taxes if Code requirements
are met. Under the Code, withdrawals need not be made by a particular age.
However, It is possible that the Internal Revenue Service may determine that
the Contract must be surrendered or income payments must commence by a certain
age, e.g., 85 or older. If you die before payments 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

C-PPA-29
<PAGE>

...............................................................
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 a
nontaxable return of principal.

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.

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 Code); (3) made in substantially equal periodic
payments (not less frequently than annually) over the life or life expectancy
of you or you and another person named by you (however, for Keogh plans, you
must also be separated from service when payments begin) or (4) under an
Enhanced Non-Qualified Income Annuity purchased with a single purchase payment
which provides for substantially equal periodic 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). There is a possibility that if you make transfers as described
earlier in this Prospectus before age 59 1/2 or within five years of the
purchase of the Enhanced Income Annuity, the exercise of the transfer
provision may cause the retroactive 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 arrangements, SEPs 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 ($155,000 for 1996), a penalty tax of 15% in addition to
ordinary income taxes 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, 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 generally 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 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 an Enhanced Income
Annuity, the Code generally 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

C-PPA-30
<PAGE>

...............................................................
Income Annuity is subject to the Retirement Equity Act (REA), your spouse has
certain rights which may be waived with the written consent of your spouse.

If your benefit under a plan subject to REA 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 are treated as a natural person 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. Generally, 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 may be
deductible on on your final income tax return or deductible by 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-31
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

C-PPA-32
<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-33
<PAGE>

INDEX
<TABLE>
<CAPTION>
C-PPA
<S> <C>
ACCOUNT BALANCE...............................................................6
ACCUMULATION UNIT VALUES....................................................8-9
Calculation................................................................13
ANNUAL CONTRACT FEE....................................................4, 6, 15
ANNUITY TAXES............................................................15, 21
ANNUITY UNITS................................................................20
ASSUMED INVESTMENT RATE......................................................20
AUTOMATIC PAYROLL DEDUCTION..................................................12
AVERAGE ANNUAL TOTAL RETURN..................................................25
CANCELLATION.................................................................23
CHANGE IN ACCUMULATION UNIT VALUE............................................25
CHANGE IN ANNUITY UNIT VALUE.................................................25
CHECK-O-MATIC............................................................12, 23
COMMISSION...................................................................25
CONFIRMATION.................................................................23
CONTRACT YEAR................................................................13
DEATH BENEFIT.............................................................7, 18
DESIGNATED OFFICE............................................................12
DISABILITY...................................................................17
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)..........................4, 6, 15
ENHANCED CONTRACTS.....................................................1, 6, 11
ENHANCED INCOME ANNUITIES..............................................1, 6, 19
EQUALIZER SM.................................................................26
EQUITY GENERATOR SM .....................................................16, 26
ERISA........................................................................23
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES...............................6, 16-18
Certain Purchase Payments..................................................16
Death......................................................................17
Disability: Enhanced Unallocated Keogh Contract............................17
Federal Taxes..............................................................17
Free Corridor--All other Contracts.........................................16
Free Corridor--Enhanced Unallocated Keogh Contract.........................16
Free Look..................................................................17
Income Annuity.............................................................17
Plan Termination...........................................................17
Preapproved Investment Vehicles--Enhanced Unallocated Keogh Contract.......17
Retirement--Enhanced Contracts.............................................17
Retirement--Enhanced Unallocated Keogh Contract............................17
Separation from Service....................................................17
Systematic Termination--Enhanced Unallocated Keogh Contract................17
Transfers..................................................................16
Transfers from other MetLife Contracts.....................................17
Nursing Home or Terminal Illness...........................................18
EXPERIENCE FACTOR............................................................13
FIXED INCOME OPTION..........................................................18
FREE CORRIDOR................................................................16
FREE LOOK....................................................................17
GENERAL ADMINISTRATIVE EXPENSES CHARGE.................................4, 6, 15
ENHANCED INCOME ANNUITIES...........................................1, 7, 19-22
Administration.............................................................19
Annuity Unit Value.........................................................20
Annuity Taxes..............................................................21
Assumed Investment Rate....................................................20
Contract Fee...............................................................21
Free Look..................................................................22
General Administrative Expenses Charge.....................................21
Income Types...............................................................21
Investment Choices.........................................................19
</TABLE>

C-PPA-34
<PAGE>

<TABLE>
<CAPTION>
C-PPA
<S> <C>
Mortality and Expense Risk Charge..........................................21
Income for Two Lives.......................................................21
Income for Two Lives with a Guaranteed Period Annuity......................21
Income for Two Lives with Refund Annuity...................................22
Your Lifetime Annuity......................................................21
Your Lifetime with a Guaranteed Period Annuity.............................21
Your Lifetime with Refund Annuity..........................................21
Income for a Guaranteed Period.............................................22
Purchase Payment...........................................................19
Transfers..................................................................20
Taxes...................................................................30-31
Valuation Period...........................................................20
INCOME OPTIONS...............................................................18
Fixed Income Option........................................................18
Variable Income Option.....................................................18
ENHANCED INDIVIDUAL RETIREMENT ANNUITIES.6, 11, 14, 15, 16, 17, 18, 19, 23, 27,
28, 30
INVESTMENT CHOICES.....................................................4, 6, 11
Aggressive Growth Portfolio.............................................4, 12
Diversified Portfolio...................................................4, 12
Growth Portfolio........................................................4, 12
Income Portfolio........................................................4, 11
International Stock Portfolio...........................................4, 12
Stock Index Portfolio...................................................4, 12
ENHANCED UNALLOCATED KEOGH CONTRACT...6, 7, 11, 13, 16, 17, 18, 19, 20, 23, 24,
27, 29, 30
MANAGEMENT FEES...........................................................4, 12
MORTALITY AND EXPENSE RISK CHARGE......................................4, 6, 15
NURSING HOME OR TERMINAL ILLNESS.............................................18
ENHANCED NON-QUALIFIED CONTRACT...7, 11, 12, 16, 17, 18, 19, 23, 27, 29, 30, 31
PERFORMANCE..................................................................25
PLAN TERMINATION.............................................................17
PURCHASE PAYMENTS (CONTRIBUTIONS).........................................6, 12
REBALANCER SM................................................................14
RETIREMENT...................................................................17
SALES LOAD................................................................4, 15
SALES REPRESENTATIVES........................................................25
SEPARATE ACCOUNT..........................................................6, 10
SEPARATION FROM SERVICE......................................................17
SUMMARY.......................................................................6
SYSTEMATIC TERMINATION.......................................................17
SYSTEMATIC WITHDRAWAL INCOME PROGRAM.................................14, 23, 28
TAXES..................................................................6, 27-31
General--all markets....................................................27,30
Enhanced IRA Contracts..................................................28,30
Enhanced Unallocated Keogh Contracts....................................29,30
Enhanced Non-Qualified Contracts.....................................29,30,31
TELEPHONE REQUESTS...........................................................14
TOTAL OPERATING EXPENSES......................................................4
TRANSFERS.................................................................6, 14
VALUATION PERIOD.............................................................13
VOTING RIGHTS................................................................24
WITHDRAWALS..................................................................14
YIELD........................................................................25
</TABLE>

C-PPA-35
<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:

METROPOLITAN LIFE INSURANCE COMPANY
ATTN: MARYANN BUTTENMULLER
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010

<PAGE>

- --------------------------------------------------------------------------------
Bulk
[LOGO OF METLIFE(R) Rate
U.S.
Postage
Paid
Rutland,
VT
Metropolitan Life Insurance Company Permit
501 US Highway 22 220
Bridgewater, NJ 08807-2438

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

Enhanced Preference Plus(R) Prospectus

May 1, 1996

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

Financial Freedom Account Prospectus

May 1, 1996

[LOGO OF MET LIFE(R)]
Retirement & Savings Center
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

ENHANCED TSA, ENHANCED NON-QUALIFIED, ENHANCED IRA 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,
Enhanced Individual Retirement Annuities 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, Enhanced Individual Retirement Annuities 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 (S)457(e)(11)
severance and death benefit plans have special tax risks. See "Special Tax
Considerations for Non-Qualified Contract for (S)457(e)(11) Severance and
Death Benefit Plans," page FFA-41 and "Special Tax Considerations for Non-
Qualified Income Annuity for (S)457(e)(11) Severance and Death Benefit Plans,"
page FFA-44. 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 ("Calvert Balanced Portfolio")
and Calvert Responsibly Invested Capital Accumulation Portfolio ("Calvert
Capital Accumulation Portfolio") 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, Area 2H, One Madison Avenue,
New York, NY 10010, Attention: MaryAnn Buttenmuller. 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-46.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1996.
<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 DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS..................... FFA-17
What Are The Contracts?............................................... FFA-17
May the Contracts be Affected by Your Retirement Plan?................ FFA-17
YOUR INVESTMENT CHOICES................................................. FFA-17
What Are The Investment Choices And How Do We Provide Them?........... FFA-17
PURCHASE PAYMENTS....................................................... FFA-20
Are There Special Rules Concerning The First Payment And Other Admin-
istrative Details That You Should Know?.............................. FFA-20
How Small Or Large Can Your Purchase Payment Be?...................... FFA-20
How Are Purchase Payments Allocated?.................................. FFA-20
Are There Any Limits On Subsequent Purchase Payments?................. FFA-21
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............... FFA-21
What Is An Accumulation Unit Value?................................... FFA-21
How Is An Accumulation Unit Value Calculated?......................... FFA-21
WITHDRAWALS AND TRANSFERS............................................... FFA-21
Can You Make Withdrawals And Transfers?............................... FFA-21
When Will We Make Withdrawals Or Transfers?........................... FFA-22
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-22
What Restrictions Apply To TSA Contracts?............................. FFA-22
Can You Make Transfers By Telephone?.................................. FFA-22
Can You Make Systematic Withdrawals?.................................. FFA-22
From Which Investment Divisions Will Withdrawals Be Made For SWIP Pay-
ments?............................................................... FFA-23
Will You Pay An Early Withdrawal Charge (Sales Load) When You Receive
A SWIP Payment?...................................................... FFA-23
DEDUCTIONS AND CHARGES.................................................. FFA-23
Are There Annual Contract Charges?.................................... FFA-23
What Are Charges For General Administrative Expenses And The Mortality
And Expense Risk And How Much Are They?.............................. FFA-23
Are There Deductions For Annuity Taxes And When Are They Paid?........ FFA-23
What Is The Early Withdrawal Charge (Sales Load)?..................... FFA-23
What Is The Early Withdrawal Charge For The Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified and Enhanced IRA Preference Plus
Contracts?........................................................... FFA-23
What is the Early Withdrawal Charge for Enhanced Non-Qualified Prefer-
ence Plus Contracts 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 and FFA Con-
tracts?.............................................................. FFA-24
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................................ FFA-24
Can You Make Withdrawals Or Transfers From the Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified and Enhanced IRA Preference Plus Con-
tracts Without Early Withdrawal Charges?............................. FFA-24
DEATH BENEFIT........................................................... FFA-26
What Is The Death Benefit?............................................ FFA-26
When And To Whom Will The Death Benefit Be Paid?...................... FFA-26
INCOME OPTIONS.......................................................... FFA-26
Can MetLife Provide You With An Income Guaranteed For Life Or For A
Wide Choice Of Other Periods?........................................ FFA-26
What Types Of Income Options Are Available?........................... FFA-26
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS........................... FFA-28
What Are Income Annuities?............................................ FFA-28
May The Income Annuity Be affected By Your Retirement Plan?........... FFA-28
What Are The Investment Choices?...................................... FFA-28
ADMINISTRATION.......................................................... FFA-28
What Administrative Details Should You Know?.......................... FFA-28
How Small Or Large Can Your Purchase Payment Be?...................... FFA-28
How is the Purchase Payment Allocated?................................ FFA-29
</TABLE>

FFA-2
<PAGE>

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS....................... FFA-29
What Is An Annuity Unit Value?........................................ FFA-29
How Is An Annuity Unit Value Calculated?.............................. FFA-29
How Is A Variable Income Payment Determined And What Is The AIR?...... FFA-29
When Are Variable Income Payments Determined And How Often Will They
Change?.............................................................. FFA-29
TRANSFERS............................................................... FFA-29
Can You Make Transfers?............................................... FFA-29
When Will We Make Transfers?.......................................... FFA-29
Can You Make Transfers By Telephone?.................................. FFA-30
DEDUCTIONS AND CHARGES.................................................. FFA-30
What Is The Contract Fee?............................................. FFA-30
What Are Charges For General Administrative Expenses And The Mortality
And Expense Risk And How Much Are They?.............................. FFA-30
Are There Deductions For Annuity Taxes?............................... FFA-30
What Variable Income Types Are Available?............................. FFA-30
Is there a Free Look?................................................. FFA-31
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS................... FFA-32
Can We Cancel Your Contract or Income Annuity?........................ FFA-32
Are There Special Provisions That Apply If You Are A Participant In A
Plan Subject To ERISA?............................................... FFA-32
When Are Requests Effective?.......................................... FFA-32
Will We Confirm Your Transactions?.................................... FFA-32
Can We Change The Provisions Of Your Contract or Income Annuity?...... FFA-33
What Are Your Voting Rights Regarding Portfolio Shares?............... FFA-33
Can Your Voting Instructions Be Disregarded?.......................... FFA-34
Who Sells Your Contract or Income Annuity And Do You Pay A Commission
On The Purchase Of Your Contract or Income Annuity?.................. FFA-34
Does MetLife Advertise The Performance Of The Separate Account?....... FFA-34
TAXES................................................................... FFA-36
General............................................................... FFA-36
How Do Federal Income Taxes Affect Your Deferred Contract?............ FFA-36
How Do Federal Income Taxes Affect Your Income Annuity?............... FFA-42
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............ FFA-46
APPENDIX................................................................ FFA-47
</TABLE>

FFA- 3
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- ------
<S> <C>
Account Balance.......................................................... FFA-10
Accumulation Units....................................................... FFA-21
Annuity Units............................................................ FFA-29
Assumed Investment Rate.................................................. FFA-29
Contract Year............................................................ FFA-20
Contracts................................................................ FFA- 1
Designated Office........................................................ FFA-20
Early Withdrawal Charge.................................................. FFA-23
Enhanced Preference Plus Contracts....................................... FFA- 1
Enhanced Preference Plus Income Annuities................................ FFA- 1
Experience Factor........................................................ FFA-21
Financial Freedom Account Contracts...................................... FFA- 1
Financial Freedom Account Income Annuities............................... FFA- 1
Free Corridor............................................................ FFA-24
Income Annuities......................................................... FFA- 1
Separate Account......................................................... FFA-10
Systematic Termination................................................... FFA-25
Systematic Withdrawal Income Program..................................... FFA-22
Valuation Period......................................................... FFA-21
</TABLE>

FFA-4
<PAGE>

TABLE OF EXPENSES--ENHANCED TSA, ENHANCED NON-QUALIFIED, ENHANCED IRA 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, 1995:

<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 Charge............................ .20%(b)
Mortality and Expense Risk Charge................................. .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 .09 .34
Diversified Portfolio............................. .25 .06 .31
Stock Index Portfolio............................. .25 .07 .32
Growth Portfolio.................................. .25 .06 .31
Aggressive Growth Portfolio....................... .75 .06 .81
International Stock Portfolio..................... .75 .26 1.01
</TABLE>

<TABLE>
<S> <C> <C> <C>
MANAGEMENT OTHER TOTAL
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(D) FEES EXPENSES -----
---------- --------
(as a percentage of average net assets) .70 .13 .83
<CAPTION>
<S> <C> <C> <C>
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL MANAGEMENT OTHER TOTAL
EXPENSES(E) FEES EXPENSES -----
---------- --------
(as a percentage of average net assets) .90 .66 1.56
<CAPTION>
<S> <C> <C> <C>
FIDELITY FUNDS ANNUAL EXPENSES(F)
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
Equity-Income Portfolio............................. .51 .10 .61
Growth Portfolio.................................... .61 .09 .70
Overseas Portfolio.................................. .76 .15 .91
Investment Grade Bond Portfolio..................... .45 .14 .59
Asset Manager Portfolio............................. .71 .08 .79
</TABLE>

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 $156
Diversified Division........................ 76 85 96 153
Stock Index Division........................ 76 85 96 154
Growth Division............................. 76 85 96 153
Aggressive Growth Division.................. 81 100 123 209
International Stock Division................ 83 107 133 230
Calvert Responsibly Invested Balanced Divi-
sion....................................... 81 101 124 211
Calvert Responsibly Invested Capital Accumu-
lation Division............................ 89 124 162 287
Fidelity Equity-Income Division............. 79 94 112 187
Fidelity Growth Division.................... 80 97 117 197
Fidelity Overseas Division.................. 82 104 128 220
Fidelity Investment Grade Bond Division..... 79 93 111 185
Fidelity Asset Manager Division............. 81 100 122 207
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(g):
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 $ 71 $156
Diversified Division........................ 13 40 70 153
Stock Index Division........................ 13 41 70 154
Growth Division............................. 13 40 70 153
Aggressive Growth Division.................. 18 56 96 209
International Stock Division................ 20 62 107 230
Calvert Responsibly Invested Balanced Divi-
sion....................................... 18 56 97 211
Calvert Responsibly Invested Capital Accumu-
lation Division............................ 26 79 135 287
Fidelity Equity-Income Division............. 16 50 86 187
Fidelity Growth Division.................... 17 52 90 197
Fidelity Overseas Division.................. 19 59 101 220
Fidelity Investment Grade Bond Division..... 16 49 85 185
Fidelity Asset Manager Division............. 18 55 95 207
</TABLE>

FFA-6
<PAGE>

TABLE OF EXPENSES--FFA CONTRACTS AND INCOME ANNUITIES

<TABLE>
<S> <C> <C> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS CUR-
RENTLY 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 Charge.............................. .20%(b)
Mortality and Expense Risk Charge................................... .75%(b)
Total Separate Account Annual Expenses.............................. .95%
METROPOLITAN FUND ANNUAL EXPENSES(H)
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(C) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio.............................. .25 .09 .34
Diversified Portfolio......................... .25 .06 .31
Stock Index Portfolio......................... .25 .07 .32
Growth Portfolio.............................. .25 .06 .31
Aggressive Growth Portfolio................... .75 .06 .81
International Stock Portfolio................. .75 .26 1.01
MANAGEMENT OTHER TOTAL
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(D) FEES EXPENSES -----
---------- --------
(as a percentage of average net assets) .70 .13 .83
<CAPTION>
<S> <C> <C> <C>
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL MANAGEMENT OTHER TOTAL
EXPENSES(E) FEES EXPENSES -----
---------- --------
(as a percentage of average net assets) .90 .66 1.56
<CAPTION>
<S> <C> <C> <C>
FIDELITY FUNDS ANNUAL EXPENSES(F)
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Money Market Portfolio....................... .24 .09 .33
Equity-Income Portfolio...................... .51 .10 .61
Growth Portfolio............................. .61 .09 .70
Overseas Portfolio........................... .76 .15 .91
Investment Grade Bond Portfolio.............. .45 .14 .59
Asset Manager Portfolio...................... .71 .08 .79
</TABLE>

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:
Income Division............................. $13 $41 $71 $156
Diversified Division........................ 13 40 70 153
Stock Index Division........................ 13 41 70 154
Growth Division............................. 13 40 70 153
Aggressive Growth Division.................. 18 56 96 209
International Stock Division................ 20 62 107 230
Calvert Responsibly Invested Balanced Divi-
sion........................................ 18 56 97 211
Calvert Responsibly Invested Capital Accumu-
lation Division............................. 26 79 135 287
Fidelity Money Market Division.............. 13 41 71 155
Fidelity Equity-Income Division............. 16 50 86 187
Fidelity Growth Division.................... 17 52 90 197
Fidelity Overseas Division.................. 19 59 101 220
Fidelity Investment Grade Bond Division..... 16 49 85 185
Fidelity Asset Manager Division............. 18 55 95 207
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(g):
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 $71 $156
Diversified Division........................ 13 40 70 153
Stock Index Division........................ 13 41 70 154
Growth Division............................. 13 40 70 153
Aggressive Growth Division.................. 18 56 96 209
International Stock Division................ 20 62 107 230
Calvert Responsibly Invested Balanced Divi-
sion........................................ 18 56 97 211
Calvert Responsibly Invested Capital Accumu-
lation Division............................. 26 79 135 287
Fidelity Money Market Division.............. 13 41 71 155
Fidelity Equity-Income Division............. 16 50 86 187
Fidelity Growth Division.................... 17 52 90 197
Fidelity Overseas Division.................. 19 59 101 220
Fidelity Investment Grade Bond Division..... 16 49 85 185
Fidelity Asset Manager Division............. 18 55 95 207
</TABLE>

- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges," page
FFA-23) 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 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.
(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 the mortality and expense risk
charges is only an estimate. (See "Deductions and Charges," page FFA-23.)
(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.

FFA-8
<PAGE>

(d) Management and advisory expenses for the Calvert Capital Accumulation
Portfolio include an administrative service fee of .10% paid to an
affiliate of Calvert. After July 1, 1996, the management fees of the
Calvert Balanced Portfolio are subject to a performance adjustment which
could cause this fee to be as high as 0.85% or as low as 0.55%, depending
on the Portfolio's performance. "Other Expenses" for the Calvert Balanced
Portfolio reflect an indirect fee of 0.02%. If not for the payment of the
indirect fee, total expenses for the Portfolio would be 0.81%.

(e) After January 31, 1997, the management fees of the Calvert Capital
Accumulation Portfolio are subject to a performance adjustment which could
cause this fee to be as high as 0.95% or as low as 0.85%, depending on the
Portfolio's performance. The figures above are restated to reflect
anticipated expenses for 1996. "Other Expenses" for the Calvert Capital
Accumulation Portfolio reflect an indirect fee of 0.21%. If not for the
payment of the indirect fee, total expenses for the Portfolio would be
1.35%.

(f) 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. A portion of the brokerage
commissions paid by the Fidelity Asset Manager Portfolio was used to
reduce its expenses. Without this reduction, total operating expenses
would have been 0.81%.

(g) 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-24).

(h) The Income, Diversified, Growth, Aggressive Growth and International Stock
Portfolios of the Metropolitan Fund were first offered under some of the
FFA Contracts on May 1, 1996.

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.

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-28. "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-17-20)

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-21, 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-17-20. 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 RESPONSIBLY INVESTED CAPITAL ACCUMULATION PORTFOLIO AND FIDELITY
VARIABLE INSURANCE PRODUCTS FUNDS PROSPECTUSES, WHICH ARE DELIVERED SEPARATELY.

TAXES (PAGES FFA-36-42)

PURCHASE PAYMENTS; TRANSFERS (PAGES FFA-20-21; FFA 21-23)

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 money credited to you ("Account Balance").
(See "Withdrawals and Transfers," page FFA-21.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
your Contract. (See "Withdrawals and Transfers," page FFA-21, and "Deductions
and Charges," page FFA-23.)

DEDUCTIONS AND CHARGES (PAGES FFA-23-24)

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 Risk Charge: .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 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.)

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

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

Calvert Responsibly Invested 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-24-26)

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 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 9--Disability

(b) Withdrawals or Transfers without a charge for the Non-Qualified market--
(in addition to (a) above):

Item 10--Retirement

Item 11--Separation from Service

Item 8--Systematic Termination

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 Provison

DEATH BENEFIT (PAGES FFA-26)

Each Contract (other than the Enhanced Non-Qualified Preference Plus Contract
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) offers a death benefit that guarantees certain payments in case
of your death even if the Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE FFA-28)

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 1995 $24.79 $29.36 213
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 1995 19.69 24.78 333
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 1995 15.07 20.44 1,062
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 1995 29.57 38.99 324
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 1995 26.29 33.72 997
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 1995 14.40 14.38 814
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 1995 11.91 15.31 129
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 Responsibly Invested
Capital Accumulation Division 1995 11.43 15.80 18
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]

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 1995 12.86 17.43 310
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 1995 11.93 15.34 82
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 Responsibly In-
vested Capital Accumu-
lation Division 1995 11.43 15.80 62
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 1995 11.02 11.46 41
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 1995 15.84 21.08 445
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 1995 15.72 21.08 762
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 1995 13.20 14.34 259
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-17.
(b) Inception Date July 2, 1990.
(c) Inception Date July 1, 1991. Sales commenced for Enhanced Non-Qualified
Preference Plus Contracts for (S)457 (f) deferred compensation plans,
(S)451 deferred fee arrangements, (S)451 deferred compensation plans, and
(S)451(e)(11) severance and death benefit plans 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?

FFA-16
<PAGE>

SECTION I: THE DEFERRED 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), Tax Deferred
Annuities (Non-Qualified) under (S)72, Individual Retirement Annuities (IRAs)
under (S)408(b) 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 that does nothing but hold them as contractholder. Enhanced Non-Qualified
Contracts for (S)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 general
administrative expenses and 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 that 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
which 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 for the Enhanced Preference Plus Contracts are
the Income, Diversified, Growth, Aggressive Growth, Stock Index, International
Stock, Calvert Responsibly Invested Balanced and Calvert Responsibly Invested
Capital Accumulation Divisions. In some cases, the Fidelity Equity-Income,
Growth, Overseas, Investment Grade Bond and Asset Manager Divisions are also
available for the Enhanced Preference Plus Contracts. Divisions available for
the FFA Contracts are the Stock Index Division and both Calvert Divisions and
the five Fidelity Divisions. In some cases, the Income, Diversified, Growth,
Aggressive Growth and International Stock Divisions and the Fidelity Money
Market Division are also available for the FFA Contracts. Your employer,
association or group may have limited the number of available divisions. Your
Contract will indicate the divisions available to you when we issued it. We may
add or eliminate divisions for some or all persons.

FFA-17
<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, the Acacia Capital
Corporation, and the Fidelity Funds as shown on page 1. All dividends declared
by any of the portfolios are earned by the Separate Account and reinvested.
Therefore, no dividends are distributed under the Contracts. 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 "open-end management investment
companies" under the 1940 Act. Except for the Calvert Balanced and Calvert
Capital Accumulation Portfolios, each fund is "diversified" 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:

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 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.

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 Growth, Income, Diversified and
Aggressive Growth Portfolios. For providing us with sub-investment management
services, according to a contract between

FFA-18
<PAGE>

...............................................................
us and GFM International Investors Limited ("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, 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 Portfolio 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 Portfolio
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 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 Portfolio. In
addition, beginning in February 1997, Calvert Capital Accumulation Portfolio
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
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.

FFA-19
<PAGE>

...............................................................
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 Portfolio 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 Portfolio 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 Portfolio 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?

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.
Your employer or the group in 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.

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 give 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 is remedied. If you do not
agree or we cannot reach you by the fifth business day, your purchase payment
will be returned immediately.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There are no minimum purchase payments except for the Enhanced Non-Qualified
Preference Plus Contract 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. Under this 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, the first Contract Year is the initial
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 this 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
Contract. Allocation changes for new purchase payments will be made upon our
receipt of your notification of changes. You may also specify a day, as long
as it is within 30 days after we receive the request.

FFA-20
<PAGE>

...............................................................

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 Federal 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.

In order to comply with regulatory requirements in the Oregon, we may limit
the ability of an Oregon resident to make purchase payments (1) after the
Contract has been held for more than three years, if the Contract was issued
after age 60 or (2) 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?

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

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
(the daily equivalent of 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 risk we assume under the
Contracts.

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.

FFA-21
<PAGE>

...............................................................
one investment division to another or to the Fixed Interest Account. We may
require that you maintain a minimum account balance in investment divisions
from which amounts are transferred based upon an authorization.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

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, withdrawals from the contracts before age 59 1/2
are generally prohibited. See "Taxes--TSA Contracts" at page FFA-37.

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, you may also authorize
your sales representative to make transfer requests on your behalf by
telephone. Whether you or your sales representative make requests by
telephone, 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
and IRA 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. Your SWIP anniversary date is any
day you specify following the month in which you originally bought your
Contract. 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.

FFA-22
<PAGE>

...............................................................

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

Each SWIP payment will be taken on a pro rata basis from the Fixed Interest
Account and investment division of the Separate Account in which you then have
an Account Balance. If your 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 are within the applicable Free Corridor percentage, no SWIP
payment will be subject to an early withdrawal charge. SWIP payments in excess
of the applicable free corridor percentage 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. (There is a $20 annual
Contract fee imposed on certain Fixed Interest Account balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK 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.

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 the mortality
and expense risk.

During 1995, these charges were $44,068,905 for all contracts in Separate
Account E.

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

Some jurisdictions tax what are called "annuity considerations." These may
include purchase payments, account balances and death benefits. In most
jurisdictions we currently do not deduct any money 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. In South Dakota and Washington, D.C., we may also 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-47.

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 the mortality and expense
risk charge 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, ENHANCED 403(A),
ENHANCED NON-QUALIFIED AND ENHANCED IRA PREFERENCE PLUS CONTRACTS?

To determine the early withdrawal charge for the Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified and Enhanced IRA 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

FFA-23
<PAGE>

...............................................................
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, Enhanced 403(a), Enhanced Non-Qualified and Enhanced
IRA 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 CONTRACTS 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 AND FFA CONTRACTS?

No Separate Account early withdrawal charge will apply to these Enhanced Non-
Qualified Preference Plus and FFA Contracts.

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

CAN YOU MAKE WITHDRAWALS OR TRANSFERS FROM THE ENHANCED TSA, ENHANCED 403(A),
ENHANCED NON-QUALIFIED AND ENHANCED IRA 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. The amount withdrawn may be subject to Federal income
tax and tax penalties may still apply, see "Taxes," pages FFA 36-42. 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

FFA-24
<PAGE>

...............................................................
will then refund all of your purchase payments (however, for Enhanced TSA
Preference Plus Contracts issued 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 Contracts.

8. Systematic Termination: For all Contracts except certain Enhanced TSA,
Enhanced Non-Qualified and Enhanced IRA 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 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 and 403(a) Preference Plus Contracts, if you
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
and IRA Preference Plus Contracts, if your employment terminates.

12. Plan Termination: For all Contracts except certain Enhanced TSA, Enhanced
Non-Qualified and Enhanced IRA 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, Enhanced Non-
Qualified and Enhanced IRA 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, Enhanced Non-Qualified and Enhanced IRA 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, Enhanced Non-Qualified and Enhanced IRA 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: (A) For transfers prior to January
1, 1996: If you have rolled over amounts from other MetLife contracts we
designate, of the following two formulas we will apply the one that is most
favorable to you:

(2) subject the rolled over amounts to a withdrawal charge determined 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>

(B) For transfers commencing on or after January 1, 1996:

FFA-25
<PAGE>

...............................................................

(1) if you roll over amounts from other MetLife contracts we designate that
have been in force at least two years (except as covered in (2) below), we
will apply the one of the following two formulas that is more favorable to
you: (a) the same withdrawal charge schedule that would have applied to the
rollover amounts had they remained in your other MetLife contracts, however,
any exceptions or reductions to the basic withdrawal charge percentage that
this 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; or (b) subject the rollover amounts to a withdrawal charge
determined 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>

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

(2) If the other MetLife contracts have been in force less than two years or
provide for a separate withdrawal charge for each purchase payment, 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 our other
contract prior to the date they were rolled over.

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 December 31 of any fifth Contract
anniversary 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 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 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.

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), Enhanced
Non-Qualified and Enhanced IRA 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 portion of
your Account Balance used to provide the fixed income option. If a currently
issued immediate annuity of the same type will provide greater income
payments, the immediate annuity rate will be used.

FFA-26
<PAGE>

...............................................................
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.

FFA-27
<PAGE>

SECTION II: INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
...............................................................

WHAT ARE INCOME ANNUITIES?

Income Annuities provide you with a series of payments for either a period
of time or life that are based upon the investment performance of the
investment division of the Separate Account. The amount of the payment will
fluctuate and is not guaranteed as to a specified amount. You may elect to
have a portion of your income payment under the fixed income option that is
guaranteed by MetLife's general account. That portion of the payment from the
fixed income option will not fluctuate and is fixed. You may purchase an
Income Annuity even if you did not have a Contract during the accumulation
period.

Income Annuities can be offered as group Enhanced TSA, Enhanced Non-
Qualified, Enhanced 403(a) and Enhanced IRA Preference Plus and Financial
Freedom Income Annuities. The Enhanced Non-Qualified Income Annuity for
(S)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?

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 which 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, International Stock,
Calvert Responsibly Invested Balanced and Calvert Capital Responsibly Invested
Accumulation Divisions. In some cases, the Fidelity Equity-Income, Growth,
Overseas, Investment Grade Bond and Asset Manager Divisions are also available
for the Enhanced Preference Plus Income Annuities. Divisions available for the
FFA Income Annuities are the Stock Index Division, both Calvert Divisions and
the five Fidelity Divisions. In some cases the Income, Diversified, Growth,
Aggressive Growth and International Stock Divisions and the Fidelity Money
Market Division are also available for the FFA Contracts. All divisions are
described earlier in Section I 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 which 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 in 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 give 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 is 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., Eastern time, on
the day we receive them at our Designated Office, except when they are
received (1) on a day when the annuity unit value (which will be discussed
later in this Prospectus) is not calculated or (2) after 4:00 p.m., Eastern
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).

FFA-28
<PAGE>

...............................................................

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 are similar to "accumulation units"
described earlier in Section I 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 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
underlying 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.

When we determine the annuity unit value for an investment division, we use
the same "experience factor" as that derived for the calculation of
accumulation units as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by 0.99989255 (the daily equivalent of 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?

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

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

CAN YOU MAKE TRANSFERS?

Yes. You can 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 your beneficiary under
a guarantee or a joint annuitant or pay your beneficiary a refund, if you have
chosen one of these variable income types.

FFA-29
<PAGE>

...............................................................

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. If we agree and you complete the form we supply, you may also authorize
your sales representative to make transfer requests on your behalf by
telephone. All telephone transfers are subject to the same procedures and
limitations of liability as described earlier in Section I.

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 THE MORTALITY AND
EXPENSE RISK 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 the mortality and expense risk.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

Yes. Some jurisdictions tax what are 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-47.

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).

Your Lifetime Annuity--A variable income payable during the annuitant's life.
Payments cease with the last one due before the annuitant's death.

Your Lifetime with a Guaranteed Period Annuity--A variable income payable
during the annuitant's life. If at death of the annuitant, payments have been
made for less than the guarantee period, payments are made to the beneficiary
for the rest of the guarantee period.

Your Lifetime with Refund Annuity--A variable 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 purchase payment less any variable income payments that were paid
prior to death.

Income For Two Lives Annuity--A variable income payable during the joint
lives of the primary annuitant and a named second person and thereafter during
the life of the second annuitant. The income payable to the second annuitant is
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 second
annuitant is selected when the income type is selected. Income payments that
may be reduced only upon the primary annuitant's death are a joint and survivor
annuity. Income payments that may be reduced upon either the primary or the
second annuitant's death are a joint and contingent survivor annuity.

Income For Two Lives with a Guaranteed Period Annuity--A variable income
payable during the joint lives of the primary annuitant and a named second
person and thereafter during the life of the second annuitant. If, at the death
of both annuitants, payments have been made for less than the guarantee period,
payments are made to a beneficiary for the rest of the guarantee period. The
income payable to the second annuitant is 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 second annuitant is selected when the income
type is selected. Income payments that may be reduced only upon the primary
annuitant's death are a joint and survivor annuity. Income payments that may be
reduced upon either the primary or the second annuitant's death are a joint and
contingent survivor annuity.

FFA-30
<PAGE>

...............................................................
less any variable income payments that were paid prior to death. The income
payable to the second annuitant is 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 second annuitant is selected when the income
type is selected. Income payments that may be reduced only upon the primary
annuitant's death are a joint and survivor annuity. Income payments that may
be reduced upon either the primary or the second annuitant's death are a joint
and contingent survivor annuity.

Income for a Guaranteed Period:--A variable income payable for a guarantee
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 guarantee period. (This choice is not
available in connection with certain Contracts or Income Annuities.)

IS THERE A FREE LOOK?

FFA-31
<PAGE>

SECTION III: OTHER DEFERRED 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 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 cancel the Enhanced
Preference Plus Non-Qualified Contract 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 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.

At our option, certain Enhanced Preference Plus TSA Contracts may be
cancelled if MetLife determines that changes to your retirement plan would
cause MetLife to pay more interest than anticipated or to make more frequent
payments than anticipated in connection with the Fixed Interest Account.
MetLife may also cancel these Contracts, to the event permitted by law, if the
retirement plan terminates or no longer qualifies as a tax sheltered
arrangement. Under these Contracts, the employer and MetLife may each cancel
the Contract upon 90 days notice to the other.

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

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.

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 meet
certain requirements, including that it 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, 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

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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 WE 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.

If any changes result in a material change in the underlying investments of
an investment division in which you have an Account Balance, we will notify
you of the change. You may then make a new choice of investment divisions. For
the Enhanced Preference Plus Contracts 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 (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.

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)

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...............................................................
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 manager, 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?

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 these sales by commissions that 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 6% depending on the age of the participant or annuitant.

From time to time, MetLife may pay organizations or associations a fee,
reimburse them for certain expenses, lease office space from them, purchase
advertisements in their publications or enter into such other arrangements in
connection with their endorsing or sponsoring MetLife's variable annuity
contracts or services, for permitting MetLife to undertake certain marketing
efforts of the organizations' members in connection with sales of MetLife
variable annuities, or some combination thereof. Additionally, MetLife has
retained consultants who are paid a fee for their efforts in establishing and
maintaining relationships between MetLife and various organizations.

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

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...............................................................
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(R) 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 "EqualizerSM." 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.

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<PAGE>

SECTION IV: 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 DEFERRED 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.

Generally, the Enhanced Non-Qualified Preference Plus Contract is issued on
an "after-tax basis" so that making purchase payments does not reduce the
taxes you pay. Income earned under the Enhanced Non-Qualified Preference Plus
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 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," as defined in the Code, 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 arrangement; (2) a qualified trust or 403(a)
annuity plan, if the distribution is from a Keogh plan or a 403(a) Contract;
or (3) a TSA, if the distribution is from a TSA Contract. An eligible rollover
distribution is generally 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 (S)401(k)
of the Code for corporations and unincorporated businesses; (f) certain 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 rollover distributions.

All taxable distributions from 403(a) and TSAs Contracts that are not
eligible rollover distributions and taxable distribution from IRAs 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.

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...............................................................
year as indexed for inflation ($155,000 for 1996), an additional penalty tax
of 15% in addition to ordinary income taxes 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.

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
(S)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 Code); (3) made in substantially equal
periodic 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. If you are
under age 59 1/2 and are receiving SWIP payments that you intend to qualify as
a series of substantially equal periodic payments under (S)72(t) or (S)72(q)
of the Code and thus not be subject to the 10% tax penalty, any modifications
to your SWIP payments before age 59 1/2 or five years after beginning SWIP
payments will result in the retroactive imposition of the 10% tax penalty. You
should consult with your tax adviser to determine whether you are eligible to
rely on any exceptions to the 10% tax penalty before you elect to receive any
SWIP payments or make any modifications to your SWIP payments.

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. Generally, 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. If you were age 70 1/2
before 1988 or are covered by a church or governmental plan, you may delay
minimum distribution until April 1 of the year following retirement. 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

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...............................................................
the date of the death of the participant. If the Contract 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. 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 generally 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.

Withdrawals (other than tax-free transfers or "rollovers" to other
individual retirement arrangements) 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 periodic payments
(not less frequently than annually) over the life or life expectancy of you or
you and another person named by you. If you are under age 59 1/2 and are
receiving SWIP payments that you intend to qualify as a series of
substantially equal periodic payments under (S)72(t) or (S)72(q) of the Code
and thus not subject to the 10% tax penalty, any modifications to your SWIP
payments before age 59 1/2 or five years after beginning SWIP payments will
result in the retroactive imposition of the 10% tax penalty. You should
consult with your tax adviser to determine whether you are eligible to rely on
any exceptions to the 10% tax penalty rule before you elect to receive any
SWIP payments make any modification to your SWIP payments.

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
a nontaxable return of principal, 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 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 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

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...............................................................
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 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 your beneficiary is your spouse, he or she may elect to con-
tinue the Contract as his or her own IRA Contract after your death. 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.

Non-Qualified Contract for (S)457(f) Deferred Compensation Plans. These are
deferred compensation arrangements generally 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 which may be 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 taxation of 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 (S)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 (S)457(f)
Deferred Compensation Plans, MetLife received opinions dated December 5, 1995
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 December 5, 1995.

Non-Qualified Contract for (S)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 or 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.

A trust established by the tax-exempt entity will own a Non-Qualified
Contract which may be subject to

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...............................................................
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 (S)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 (S)451
Deferred Fee Arrangements, MetLife received opinions dated December 5, 1995 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 December 5, 1995.

Non-Qualified Contract for (S)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 which meet the "grandfather" requirements described below.
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 taxable or the grandfathered tax-exempt
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 (S)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 (S)451
Deferred Compensation Plans, MetLife received opinions dated December 5, 1995
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 December 5, 1995.

Non-Qualified Contract for (S)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 may be 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 as a "bona-fide severance pay" and a "bona-fide
death

FFA-40
<PAGE>

...............................................................
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 (S)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.

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 generally deferred until it is withdrawn only if you as owner of the
Contract are an individual (or are treatable as a natural person under certain
other circumstances specified by the Code). The following discussion assumes
that this is the case.

Any withdrawal is generally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and thus a nontaxable return
of principal) 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 may be deductible on your final income tax return or deductible by 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 incurring Federal income taxes if Code requirements are met.
Under the Code, withdrawals need not be made by a particular age. However, it
is possible that the Internal Revenue Service may determine that the Contract
must be surrendered or income payments must commence by a certain age, e.g.,
85 or older. 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 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 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-41
<PAGE>

...............................................................

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 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.

Generally, the Enhanced Non-Qualified Preference Plus 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 a nontaxable return of principal.

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 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 your beneficiary or
your estate after your death; (2) due to your permanent disability (as defined
in the Code); or (3) made in substantially equal periodic payments (not less
frequently than annually) over your life or life expectancy of you and another
person named by you, (for TSAs and 403(a) plans, you must also be separated
from service when payments begin); 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 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). There
is a possibility that if you make transfers as described earlier in this
Prospectus before age 59 1/2 or within five years of the purchase of the
Income Annuity, the exercise of the transfer provision may cause the
retroactive 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 arrangements, SEPs 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 ($155,000 for 1996), a penalty tax of 15% in addition to
ordinary income taxes 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 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. If you were age 70 1/2 before 1988 or are
covered by a church or governmental plan, you may delay minimum distribution
until the April 1 of the year following retirement. 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
payments begin under an Income Annuity, the Code generally requires that your
entire interest under the Income Annuity be

FFA-42
<PAGE>

...............................................................
paid within five years of the year in which you died. If you die 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 you die 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 date of your death. If the
Income Annuity is subject to the Retirement Equity Act, your 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 (S)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 includible 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 (S)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
(S)457(f) Deferred Compensation Plans, MetLife received opinions dated
December 5, 1995 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 (S)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 December 5, 1995.

Non-Qualified Income Annuity for (S)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 (S)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 (S)451
Deferred Fee Arrangements, MetLife received opinions dated December 5, 1995 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 (S)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 December 5, 1995.

Non-Qualified Income Annuity for (S)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 (S)451
deferred compensation plan should consult with their own tax

FFA-43
<PAGE>

...............................................................
advisors regarding the application of the relevant rules to their particular
situation.

In connection with the sale of the Non-Qualified Income Annuity for (S)451
Deferred Compensation Plans, MetLife received opinions dated December 5, 1995
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 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 December 5, 1995.

Non-Qualified Income Annuity for (S)457(e)(11) Severance and Death Benefit
Plans. As the owner of a Non-Qualified Income Annuity, the trust is generally
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
(S)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
(S)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 (S)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.

Non-Qualified Income Annuities. The following discussion assumes that you
are an individual (or are treated as a natural person 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. Generally, 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 may be deductible on your final income tax
return or deductible by 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.

If you die before income payments begin, the Code generally requires payment
of your entire interest in the Enhanced Non-Qualified Preference Plus 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

FFA-44
<PAGE>

...............................................................
the method of distribution before your death, in accordance with the income
type selected.

FFA-45
<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........................................... 30
</TABLE>

FFA-46
<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%(3) 0.5% 2.35% 2.35%
District of Columbia.... 2.25% 2.25% 2.25% 2.25% 2.25%
Kansas.................. -- -- -- -- 2.0%
Kentucky................ 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Nevada.................. -- -- -- -- 3.5%
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 (S)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
(S)401(a) of the Code are included under the column headed "Keogh
Contracts and Income Annuities."
(3) With respect to Contracts and Income Annuities purchased for use in
connection with individual retirement trust or custodial accounts meeting
the requirements of (S)408(a) of the Code, the annuity tax rate in
California is 2.35% instead of 0.5%.

FFA-47
<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:

METROPOLITAN LIFE INSURANCE COMPANY
ATTN: MARYANN BUTTENMULLER
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010
<PAGE>

[LOGO OF METLIFE(R)]
- --------------------------------------------------------------------------------
Bulk
Rate
U.S.
Postage
Paid
Rutland,
Metropolitan Life Insurance Company VT
501 US Highway 22 Permit
Bridgewater, NJ 08807-2438 220
ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN

POSTAGE GUARANTEED
<PAGE>

[LOGO OF METLIFE(R)]
- --------------------------------------------------------------------------------
Bulk
Rate
U.S.
Postage
Paid
Rutland,
VT
Metropolitan Life Insurance Company Permit
501 US Highway 22 220
Bridgewater, NJ 08807-2438

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS
AND
FINANCIAL FREEDOM ACCOUNT
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

STATEMENT OF ADDITIONAL INFORMATION

FORM N-4 PART B

May 1, 1996

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 and Financial Freedom Account Contracts dated
May 1, 1996 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 Responsibly Invested 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
Financial Statements of the Separate Account.............................. 11
Financial Statements of MetLife........................................... 30
</TABLE>

--------------
<PAGE>

...............................................................

INDEPENDENT AUDITORS

Deloitte & Touche LLP, 555 Seventeenth Street, Denver, Colorado, independent
auditors, will annually audit the Separate Account's financial statements. The
financial statements for the period ended December 31, 1995 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

Metropolitan Life has retained FASCorp. to administer some of its group
contracts in the capacity of a third party administrator.

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 pay organizations or associations a
fee, reimburse them for certain expenses, lease office space from them,
purchase advertisements in their publications or enter into such other
arrangements in connection with their endorsing or sponsoring Metropolitan
Life's variable annuity contracts or services, for permitting Metropolitan Life
to undertake certain marketing efforts of the organizations' members in
connection with sales of Metropolitan Life variable annuities, or some
combination thereof. Additionally, Metropolitan Life has retained consultants
who are paid a fee for their efforts in establishing and maintaining
relationships between Metropolitan Life and various organizations.

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, 1993, 1994 and 1995 were
$1,431,866, $3,957,522 and $5,252,058, 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.

2
<PAGE>

........................

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 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 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-12, B-PPA-13, C-PPA-13 and
FFA-21 in the Prospectus.) The calculation of an annuity unit value is
discussed in the Prospectus under "How is an annuity unit value calculated?"

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 as of 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>

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 divided by
the price per 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 "EqualizerSM." 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, 1995 TO DECEMBER 31, 1995--PREFERENCE PLUS CONTRACTS
(10% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... 31.48% 25.40%
Income Division..................................... 18.10% 11.92%
Diversified Division................................ 25.46% 19.34%
Aggressive Growth Division.......................... 27.93% 21.83%
Stock Index Division................................ 35.18% 29.13%
International Stock Division........................ (.42)% (6.72)%
Calvert Responsibly Invested Balanced Division...... 28.15% 22.04%
</TABLE>

FOR THE PERIOD JANUARY 1, 1991 TO DECEMBER 31, 1995--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......... 7/2/90 105.69% 15.51% 15.24%
Income Division......... 7/2/90 52.08% 8.74% 8.37%
Diversified Division.... 7/2/90 78.57% 12.29% 11.98%
Aggressive Growth Divi-
sion................... 7/2/90 168.95% 21.87% 21.67%
Stock Index Division.... 7/2/90 98.71% 14.71% 14.43%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 58.79% 9.68% 9.33%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1995--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 77.10% 10.95% 10.76%
Income Division......... 7/2/90 61.20% 9.07% 8.86%
Diversified Division.... 7/2/90 70.00% 10.13% 9.93%
Aggressive Growth Divi-
sion................... 7/2/90 123.50% 15.74% 15.59%
Stock Index Division.... 7/2/90 85.20% 11.85% 11.67%
International Stock Di-
vision................. 7/1/91 41.90% 8.08% 7.64%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 68.00% 10.30% 10.10%
</TABLE>

FOR THE JANUARY 1, 1995 TO DECEMBER 31, 1995--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... 31.48% 26.32%
Income Division..................................... 18.10% 12.75%
Diversified Division................................ 25.46% 20.22%
Aggressive Growth Division.......................... 27.93% 22.72%
Stock Index Division................................ 35.18% 30.08%
International Stock Division........................ (.42)% (6.03)%
Calvert Responsibly Invested Balanced Division...... 28.15% 22.94%
</TABLE>

5
<PAGE>

FOR THE PERIOD JANUARY 1, 1991 TO DECEMBER 31, 1995--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......... 7/2/90 105.69% 15.51% 15.31%
Income Division......... 7/2/90 52.08% 8.74% 8.44%
Diversified Division.... 7/2/90 78.57% 12.29% 12.04%
Aggressive Growth Divi-
sion................... 7/2/90 168.95% 21.87% 21.74%
Stock Index Division.... 7/2/90 98.71% 14.71% 14.50%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 58.79% 9.68% 9.40%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1995--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 77.10% 10.95% 10.80%
Income Division......... 7/2/90 61.20% 9.07% 8.90%
Diversified Division.... 7/2/90 70.00% 10.13% 9.97%
Aggressive Growth Divi-
sion................... 7/2/90 123.50% 15.74% 15.64%
Stock Index Division.... 7/2/90 85.20% 11.85% 11.71%
International Stock Di-
vision................. 7/2/91 41.90% 8.08% 7.71%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 68.00% 10.30% 10.14%
</TABLE>

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1995--PREFERENCE PLUS
CONTRACTS

<TABLE>
<S> <C> <C> <C>
Growth Division............................ (.11)%
Income Division............................ 5.42%
Diversified Division....................... 2.24%
Aggressive Growth Division................. (1.08)%
Stock Index Division....................... .55%
International Stock Division............... (1.15)%
</TABLE>

FOR THE PERIOD JANUARY 1, 1995 TO DECEMBER 31, 1995--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..................................... 31.86% 25.78%
Income Division..................................... 18.43% 12.26%
Diversified Division................................ 25.85% 19.73%
Aggressive Growth Division.......................... 28.26% 22.16%
Stock Index Division................................ 35.63% 29.58%
International Stock Division........................ (.14)% (6.44)%
Calvert Responsibly Invested Balanced Division...... 28.55% 22.45%
</TABLE>

6
<PAGE>

FOR THE PERIOD JANUARY 1, 1991 TO DECEMBER 31, 1995--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......... 7/2/90 108.84% 15.86% 15.59%
Income Division......... 7/2/90 54.36% 9.07% 8.71%
Diversified Division.... 7/2/90 81.14% 12.61% 12.30%
Aggressive Growth Divi-
sion................... 7/2/90 173.04% 22.24% 22.04%
Stock Index Division.... 7/2/90 101.78% 15.06% 14.79%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1995--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 80.01% 11.28% 11.09%
Income Division......... 7/2/90 63.93% 9.40% 9.20%
Diversified Division.... 7/2/90 72.80% 10.45% 10.26%
Aggressive Growth Divi-
sion................... 7/2/90 127.07% 16.08% 15.93%
Stock Index Division.... 7/2/90 88.39% 12.20% 12.02%
International Stock Di-
vision................. 7/2/91 43.80% 8.40% 7.97%
Calvert Responsibly In-
vested Balanced Divi-
sion................... 5/1/91 53.10% 9.55% 9.15%
</TABLE>

FOR THE PERIOD JANUARY 1, 1995 TO DECEMBER 31, 1995-- 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> <C> <C>
Growth Division..... 31.86% 26.70%
Income Division..... 18.43% 13.09%
Diversified Divi-
sion............... 25.85% 20.61%
Aggressive Growth
Division........... 28.26% 23.06%
Stock Index Divi-
sion............... 35.63% 30.53%
International Stock
Division........... (.14)% (5.74)%
Calvert Responsibly
Invested Balanced
Division........... 28.55% 23.35%
Calvert Responsibly
Invested Capital
Accumulation Divi-
sion............... 38.23% 33.17%
Fidelity Equity-In-
come Division...... 33.08% 27.94%
Fidelity Growth Di-
vision............. 34.10% 28.97%
Fidelity Overseas
Division........... 8.64% 3.16%
Fidelity Investment
Grade Bond Divi-
sion............... 16.27% 10.90%
Fidelity Asset Man-
ager Division...... 15.92% 10.54%
</TABLE>

FOR THE PERIOD JANUARY 1, 1991 TO DECEMBER 31, 1995-- ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD)(20% FREE CORRIDOR VERSION)

7
<PAGE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1995-- 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 80.01% 11.28% 11.13%
Income Division............. 7/2/90 63.93% 9.40% 9.24%
Diversified Division........ 7/2/90 72.80% 10.45% 10.30%
Aggressive Growth Division.. 7/2/90 127.07% 16.08% 15.97%
Stock Index Division........ 7/2/90 88.39% 12.20% 12.07%
International Stock Divi-
sion....................... 7/1/91 43.80% 8.40% 8.04%
Calvert Responsibly Invested
Balanced Division.......... 5/1/91 53.10% 9.55% 9.23%
Calvert Responsibly Invested
Capital Accumulation
Division................... 5/1/92 46.03% 10.87% 10.28%
Fidelity Equity-Income Divi-
sion....................... 5/1/92 79.10% 17.22% 16.76%
Fidelity Growth Division.... 5/1/92 74.65% 16.42% 15.94%
Fidelity Overseas Division.. 5/1/92 28.15% 6.99% 6.31%
Fidelity Investment Grade
Bond Division.............. 5/1/92 28.99% 7.19% 6.51%
Fidelity Asset Manager Divi-
sion....................... 5/1/92 37.49% 9.07% 8.43%

FOR THE PERIOD JANUARY 1, 1995 TO DECEMBER 31, 1995--
ENHANCED NON-QUALIFIED PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C> <C> <C>
Growth Division............. 31.86% 31.86%
Income Division............. 18.43% 18.43%
Diversified Division........ 25.85% 25.85%
Aggressive Growth Division.. 28.26% 28.26%
Stock Index Division........ 35.63% 35.63%
International Stock Divi-
sion....................... (.14)% (.14)%
Calvert Responsibly Invested
Balanced Division.......... 28.55% 28.55%
Calvert Responsibly Invested
Capital Accumulation
Division................... 38.23% 38.23%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1995--
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 80.01% 11.28% 11.28%
Income Division............. 5/1/91 63.93% 9.40% 9.40%
Diversified Division........ 5/1/91 72.80% 10.45% 10.45%
Aggressive Growth Division.. 5/1/91 127.07% 16.08% 16.08%
Stock Index Division........ 5/1/91 88.39% 12.20% 12.20%
International Stock Divi-
sion....................... 7/1/91 43.80% 8.40% 8.40%
Calvert Responsibly Invested
Balanced Division.......... 5/1/91 53.10% 9.55% 9.55%
Calvert Responsibly Invested
Capital Accumulation
Division................... 5/1/92 46.03% 10.87% 10.87%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1995--
ENHANCED PREFERENCE PLUS CONTRACTS

Growth Division............. .28%
Income Division............. 5.82%
Diversified Division........ 2.64%
Aggressive Growth Division.. (.69)%
Stock Index Division........ .93%
International Stock Divi-
sion....................... (.77)%
</TABLE>

8
<PAGE>

FOR THE PERIOD JANUARY 1, 1995 TO DECEMBER 31, 1995-- FINANCIAL FREEDOM ACCOUNT
CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C> <C> <C>
Stock Index Division.... 35.54% 35.54%
Calvert Responsibly In-
vested Balanced Divi-
sion................... 28.58% 28.58%
Calvert Responsibly In-
vested Capital Accumu-
lation Division........ 38.23% 38.23%
Fidelity Equity-Income
Division............... 33.08% 33.08%
Fidelity Growth Divi-
sion................... 34.10% 34.10%
Fidelity Overseas Divi-
sion................... 8.64% 8.64%
Fidelity Investment
Grade Bond Division.... 16.27% 16.27%
Fidelity Asset Manager
Division............... 15.92% 15.92%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1995--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 74.30% 13.13% 13.13%
Calvert Responsibly In-
vested Balanced Divi-
sion................... 7/1/91 53.40% 9.97% 9.97%
Calvert Responsibly In-
vested Capital Accumu-
lation Division........ 7/1/91 58.00% 10.69% 10.69%
Fidelity Equity-Income
Division............... 7/1/91 110.80% 18.01% 18.01%
Fidelity Growth Divi-
sion................... 7/1/91 110.80% 18.01% 18.01%
Fidelity Overseas Divi-
sion................... 7/1/91 43.40% 8.33% 8.33%
Fidelity Investment
Grade Bond
Division............... 7/1/91 41.50% 8.01% 8.01%
Fidelity Asset Manager
Division............... 7/1/91 54.40% 10.12% 10.12%

MONEY MARKET DIVISIONS--SEVEN DAY PERIOD ENDING DECEMBER 31, 1995

<CAPTION>
EFFECTIVE
YIELD IELD
------------ ------------
<S> <C> <C> <C> <C>
VestMet Contracts...................... 8.69% 9.07%
Enhanced VestMet Contracts............. 9.20% 9.63%
Financial Freedom Account Contracts.... 3.70% 3.77%

FOR THE PERIOD JANUARY 1, 1995 TO DECEMBER 31, 1995--VESTMET CONTRACTS

<CAPTION>
CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ ------------
<S> <C> <C> <C> <C>
Growth Division........................ 31.17% 22.97%
Income Division........................ 17.80% 10.64%
Diversified Division................... 25.16% 17.25%
Aggressive Growth Division............. 27.61% 19.92%
Stock Index Division................... 34.92% 26.94%

FOR THE PERIOD JANUARY 1, 1991 TO DECEMBER 31, 1995--VESTMET CONTRACTS

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division........................ 103.28% 15.24% 14.09%
Income Division........................ 50.21% 8.48% 7.52%
Diversified Division................... 76.34% 12.01% 10.81%
Aggressive Growth Division............. 165.82% 21.60% 20.76%
Stock Index Division................... 96.43% 14.46% 13.63%
</TABLE>

9
<PAGE>

FOR THE PERIOD JANUARY 1, 1986 TO DECEMBER 31, 1995--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......... 3/1/85 208.20% 11.91% 11.66%
Income Division......... 3/1/85 122.58% 8.33% 8.08%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1995--VESTMET CONTRACTS

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ --------------- ------------
<S> <C> <C> <C> <C>
Diversified Division.... 7/25/86 136.30% 9.56% 9.08%
Aggressive Growth Divi-
sion................... 5/18/88 223.50% 16.65% 16.59%
Stock Index Division.... 5/ 1/90 98.20% 12.82% 12.10%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1995--VESTMET CONTRACTS

Growth Division......... (.44)%
Income Division......... 5.06%
Diversified Division.... 1.94%
Aggressive Growth Divi-
sion................... (1.38)%
Stock Index Division.... .22%

FOR THE PERIOD JANUARY 1, 1995 TO DECEMBER 31, 1995--
ENHANCED VESTMET CONTRACTS

<CAPTION>
CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ ---------------
<S> <C> <C> <C> <C>
Growth Division........................ 31.86% 31.42%
Income Division........................ 18.43% 18.18%
Diversified Division................... 25.85% 25.41%
Aggressive Growth Division............. 28.26% 28.03%
Stock Index Division................... 35.63% 35.56%

FOR THE PERIOD JANUARY 1, 1991 TO DECEMBER 31, 1995--
ENHANCED VESTMET CONTRACTS

<CAPTION>
CHANGE IN CHANGE IN AVERAGE
ACCUMULATION ACCUMULATION ANNUAL
UNIT VALUE UNIT ANNUALIZED TOTAL RETURN
------------ --------------- ------------
<S> <C> <C> <C> <C>
Growth Division........................ 108.84% 15.87% 15.59%
Income Division........................ 54.36% 9.07% 8.88%
Diversified Division................... 81.14% 12.62% 12.36%
Aggressive Growth Division............. 173.04% 22.25% 22.13%
Stock Index Division .................. 101.78% 15.07% 15.04%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1995--ENHANCED VESTMET CONTRACTS

<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......... 5/11/87 142.48% 10.79% 10.52%
Income Division......... 5/11/87 107.93% 8.83% 8.65%
Diversified Division.... 5/11/87 119.49% 9.52% 9.25%
Aggressive Growth Divi-
sion................... 5/18/88 237.20% 17.28% 17.19%
Stock Index Division.... 5/ 1/90 104.40% 13.43% 13.41%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1995--
ENHANCED VESTMET CONTRACTS

Growth Division......... .16%
Income Division......... 5.68%
Diversified Division.... 2.53%
Aggressive Growth Divi-
sion................... (.79)%
Stock Index Division.... .82%
</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 Responsibly Invested
Balanced and Calvert Responsibly Invested Capital Accumulation Divisions of
Metropolitan Life Separate Account E (the "Separate Account") as of December
31, 1995 and the related statements of operations for the year then ended and
of changes in net assets for the years ended December 31, 1995 and 1994. 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, 1995 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 Responsibly Invested Balanced and Calvert Responsibly
Invested Capital Accumulation Divisions of Metropolitan Life Separate
Account E at December 31, 1995 and the results of their operations for the
year then ended and the changes in their net assets for the years ended
December 31, 1995 and 1994 in conformity with generally accepted accounting
principles.
LOGO
DELOITTE & TOUCHE LLP
Denver, Colorado
February 23, 1996

11
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1995

<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 (32,817,042 Shares;
cost $701,312,662)..................... $838,748,153 -- --
Income Portfolio (24,000,587 Shares;
cost $305,239,634)..................... -- $305,527,475 --
Money Market Portfolio (2,025,975
Shares; cost $21,669,425).............. -- -- $21,171,441
Diversified Portfolio (58,165,355
Shares; cost $837,417,840)............. -- -- --
Aggressive Growth Portfolio
(33,023,884 Shares;
cost $760,644,541)..................... -- -- --
Stock Index Portfolio (32,476,515
Shares; cost $473,021,564)............. -- -- --
International Stock Portfolio
(21,692,331 Shares;
cost $276,459,016)..................... -- -- --
Investment in Fidelity Variable Insurance
Products Funds at Value (Note 1A):
Money Market Portfolio (481,738 Shares;
cost $481,738)......................... -- -- --
Equity-Income Portfolio (1,815,870
Shares; cost $29,431,701).............. -- -- --
Growth Portfolio (1,439,695 Shares;
cost $33,930,746)...................... -- -- --
Overseas Portfolio (393,099 Shares;
cost $6,269,328)....................... -- -- --
Investment Grade Bond Portfolio
(232,610 Shares; cost $2,689,177)...... -- -- --
Asset Manager Portfolio (1,644,338
Shares; cost $23,413,791).............. -- -- --
Investment in Acacia Capital Corp. at
Value (Note 1A):
Calvert Responsibly Invested Balanced
Portfolio (9,671,060 Shares;
cost $15,013,806)...................... -- -- --
Calvert Responsibly Invested Capital Ac-
cumulation Portfolio (56,610 Shares;
cost $1,131,560)....................... -- -- --
------------ ------------ -----------
Total investments.................... 838,748,153 305,527,475 21,171,441
Cash..................................... -- 2,000 --
------------ ------------ -----------
Total assets......................... 838,748,153 305,529,475 21,171,441
LIABILITIES.............................. 72 -- --
------------ ------------ -----------
NET ASSETS............................... $838,748,081 $305,529,475 $21,171,441
============ ============ ===========
</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>
-- $63,110,781 $2,558,712 $20,022 -- --
-- -- -- -- -- --
-- -- -- -- -- --
$927,737,420 -- -- -- -- --
-- -- -- -- $854,327,884 --
-- -- -- -- -- $602,764,124
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
------------ ----------- ---------- ------- ------------ ------------
927,737,420 63,110,781 2,558,712 20,022 854,327,884 602,764,124
-- -- 5,048 -- -- --
------------ ----------- ---------- ------- ------------ ------------
927,737,420 63,110,781 2,563,760 20,022 854,327,884 602,764,124
193 -- -- -- 239 123
------------ ----------- ---------- ------- ------------ ------------
$927,737,227 $63,110,781 $2,563,760 $20,022 $854,327,645 $602,764,001
============ =========== ========== ======= ============ ============
</TABLE>

13
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1995

<TABLE>
<CAPTION>
FIDELITY
INTERNATIONAL FIDELITY EQUITY-
STOCK MONEY MARKET INCOME
DIVISION DIVISION DIVISION
------------- ------------ -----------
<S> <C> <C> <C>
ASSETS:
Investments in Metropolitan Series Fund,
Inc. at Value (Note 1A):
Growth Portfolio (32,817,042 Shares;
cost $701,312,662).................... -- -- --
Income Portfolio (24,000,587 Shares;
cost $305,239,634).................... -- -- --
Money Market Portfolio (2,025,975
Shares; cost $21,669,425)............. -- -- --
Diversified Portfolio (58,165,355
Shares; cost $837,417,840)............ -- -- --
Aggressive Growth Portfolio
(33,023,884 Shares;
cost $760,644,541).................... -- -- --
Stock Index Portfolio (32,476,515
Shares; cost $473,021,564)............ -- -- --
International Stock Portfolio
(21,692,331 Shares;
cost $276,459,016).................... $266,598,743 -- --
Investment in Fidelity Variable Insur-
ance Products Funds at Value (Note 1A):
Money Market Portfolio (481,738 Shares;
cost $481,738)........................ -- $481,738 --
Equity-Income Portfolio (1,815,870
Shares; cost $29,431,701)............. -- -- $34,991,809
Growth Portfolio (1,439,695 Shares;
cost $33,930,746)..................... -- -- --
Overseas Portfolio (393,099 Shares;
cost $6,269,328)...................... -- -- --
Investment Grade Bond Portfolio
(232,610 Shares; cost $2,689,177)..... -- -- --
Asset Manager Portfolio (1,644,338
Shares; cost $23,413,791)............. -- -- --
Investment in Acacia Capital Corp. at
Value (Note 1A):
Calvert Responsibly Invested Balanced
Portfolio (9,671,060 Shares;
cost $15,013,806)..................... -- -- --
Calvert Responsibly Invested Capital
Accumulation Portfolio (56,610 Shares;
cost $1,131,560)...................... -- -- --
------------ -------- -----------
Total investments................... 266,598,743 481,738 34,991,809
Cash.................................... -- -- --
------------ -------- -----------
Total assets........................ 266,598,743 481,738 34,991,809
LIABILITIES............................. 45 -- --
------------ -------- -----------
NET ASSETS.............................. $266,598,698 $481,738 $34,991,809
============ ======== ===========
</TABLE>

See Notes to Financial Statements.

14
<PAGE>

<TABLE>
<CAPTION>
CALVERT RESPONSIBLY
FIDELITY FIDELITY FIDELITY FIDELITY CALVERT RESPONSIBLY INVESTED
GROWTH OVERSEAS INVESTMENT GRADE ASSET MANAGER INVESTED BALANCED CAPITAL ACCUMULATION
DIVISION DIVISION BOND DIVISION DIVISION DIVISION DIVISION
- ----------- ---------- ---------------- ------------- ------------------- --------------------
<S> <C> <C> <C> <C> <C>
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
$42,039,084 -- -- -- -- --
-- $6,702,334 -- -- -- --
-- -- $2,902,974 -- -- --
-- -- -- $25,964,098 -- --
-- -- -- -- $16,469,815 --
-- -- -- -- -- $1,269,756
- ----------- ---------- ---------- ----------- ----------- ----------
42,039,084 6,702,334 2,902,974 25,964,098 16,469,815 1,269,756
-- -- -- -- -- --
- ----------- ---------- ---------- ----------- ----------- ----------
42,039,084 6,702,334 2,902,974 25,964,098 16,469,815 1,269,756
-- -- -- -- 94 --
- ----------- ---------- ---------- ----------- ----------- ----------
$42,039,084 $6,702,334 $2,902,974 $25,964,098 $16,469,721 $1,269,756
=========== ========== ========== =========== =========== ==========
</TABLE>

15
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
MONEY
GROWTH INCOME MARKET
DIVISION DIVISION DIVISION
------------ ----------- ----------
<S> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends (Note 2)...................... $ 41,059,100 $17,929,291 $1,180,454
Expenses (Note 3)....................... 8,930,469 3,457,074 313,931
------------ ----------- ----------
Net investment income (loss)............. 32,128,631 14,472,217 866,523
------------ ----------- ----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) from security
transactions............................ 4,526,295 (304,896) 126,794
Unrealized appreciation (depreciation) of
investments for the period.............. 149,147,280 30,196,181 (162,456)
------------ ----------- ----------
Net realized and unrealized gain (loss)
on investments (Note 1B)................ 153,673,575 29,891,285 (35,662)
------------ ----------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RE-
SULTING FROM OPERATIONS................. $185,802,206 $44,363,502 $ 830,861
============ =========== ==========
</TABLE>

See Notes to Financial Statements.

16
<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>
$ 58,172,443 $ 3,168,496 $128,757 $1,041 $ 79,289,441 $ 13,194,184
10,473,190 565,837 -- -- 8,704,440 5,665,005
------------ ----------- -------- ------ ------------ ------------
47,699,253 2,602,659 128,757 1,041 70,585,001 7,529,179
------------ ----------- -------- ------ ------------ ------------
11,329,150 2,268,623 158,342 2,350 15,141,923 1,816,488
121,483,457 11,197,409 406,267 2,787 70,256,699 124,846,482
------------ ----------- -------- ------ ------------ ------------
132,812,607 13,466,032 564,609 5,137 85,398,622 126,662,970
------------ ----------- -------- ------ ------------ ------------
$180,511,860 $16,068,691 $693,366 $6,178 $155,983,623 $134,192,149
============ =========== ======== ====== ============ ============
</TABLE>

17
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
INTERNATIONAL FIDELITY FIDELITY
STOCK MONEY MARKET EQUITY-INCOME
DIVISION DIVISION DIVISION
------------- ------------ -------------
<S> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends (Note 2)................... $ 2,388,861 $29,989 $1,233,605
Expenses (Note 3).................... 3,028,367 8,005 212,392
----------- ------- ----------
Net investment income (loss).......... (639,506) 21,984 1,021,213
----------- ------- ----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) from security
transactions......................... 1,353,465 -- 160,135
Unrealized appreciation (depreciation)
of investments for the period........ (1,451,068) -- 5,207,634
----------- ------- ----------
Net realized and unrealized gain
(loss) on investments (Note 1B)...... (97,603) -- 5,367,769
----------- ------- ----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS............ $ (737,109) $21,984 $6,388,982
=========== ======= ==========
</TABLE>

See Notes to Financial Statements.

18
<PAGE>

<TABLE>
<CAPTION>
FIDELITY CALVERT
FIDELITY FIDELITY INVESTMENT FIDELITY RESPONSIBLY CALVERT
GROWTH OVERSEAS GRADE BOND ASSET MANAGER INVESTED BALANCED CAPITAL ACCUMULATION
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
- ---------- -------- ---------- ------------- ----------------- --------------------
<S> <C> <C> <C> <C> <C>
$ 105,395 $ 30,396 $ 43,456 $ 355,200 $1,469,195 $ 66,393
281,064 48,352 17,878 199,132 155,566 7,752
- ---------- -------- -------- ---------- ---------- --------
(175,669) (17,956) 25,578 156,068 1,313,629 58,641
- ---------- -------- -------- ---------- ---------- --------
127,068 94,250 4,321 99,937 62,560 7,420
7,371,238 387,405 248,713 2,918,735 1,776,276 169,926
- ---------- -------- -------- ---------- ---------- --------
7,498,306 481,655 253,034 3,018,672 1,838,836 177,346
- ---------- -------- -------- ---------- ---------- --------
$7,322,637 $463,699 $278,612 $3,174,740 $3,152,465 $235,987
========== ======== ======== ========== ========== ========
</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,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 32,128,631 $ 10,583,047 $ 14,472,217 $ 14,140,249
Net realized gain
(loss) from security
transactions.......... 4,526,295 7,104,130 (304,896) 2,796,901
Unrealized appreciation
(depreciation) of in-
vestments............. 149,147,280 (44,046,559) 30,196,181 (29,419,602)
------------ ------------ ------------ ------------
Net increase (decrease)
in net assets result-
ing from operations... 185,802,206 (26,359,382) 44,363,502 (12,482,452)
------------ ------------ ------------ ------------
From capital transac-
tions:
Net purchase payments
(redemptions)......... 84,430,025 111,209,007 16,721,850 (17,753,483)
Net portfolio trans-
fers.................. 709,712 (118,075) 105,436 (20,979)
Other net transfers.... (65,975) (36,470) (48,564) 95,972
------------ ------------ ------------ ------------
Net increase (decrease)
in net assets result-
ing from capital
transactions.......... 85,073,762 111,054,462 16,778,722 (17,678,490)
------------ ------------ ------------ ------------
NET CHANGE IN NET AS-
SETS................... 270,875,968 84,695,080 61,142,224 (30,160,942)
NET ASSETS--BEGINNING OF
PERIOD................. 567,872,113 483,177,033 244,387,251 274,548,193
------------ ------------ ------------ ------------
NET ASSETS--END OF PERI-
OD..................... $838,748,081 $567,872,113 $305,529,475 $244,387,251
============ ============ ============ ============
</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,
1995 1994 1995 1994 1995 1994
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 866,523 $ 448,160 $ 47,699,253 $ 20,259,081 $ 2,602,659 $ 1,096,054
126,794 (99,977) 11,329,150 9,812,610 2,268,623 1,437,534
(162,456) 151,467 121,483,457 (63,974,667) 11,197,409 (4,902,550)
----------- ----------- ------------ ------------ ----------- -----------
830,861 499,650 180,511,860 (33,902,976) 16,068,691 (2,368,962)
----------- ----------- ------------ ------------ ----------- -----------
(362,061) (3,421,111) 18,593,699 128,480,368 (5,380,676) (4,620,926)
8,039 2,109 355,110 (41,662) 1,828 (163,892)
(8,654) (2,986) (96,978) (2,375) (312,061) (305,030)
----------- ----------- ------------ ------------ ----------- -----------
(362,676) (3,421,988) 18,851,831 128,436,331 (5,690,909) (5,089,848)
----------- ----------- ------------ ------------ ----------- -----------
468,185 (2,922,338) 199,363,691 94,533,355 10,377,782 (7,458,810)
20,703,256 23,625,594 728,373,536 633,840,181 52,732,999 60,191,809
----------- ----------- ------------ ------------ ----------- -----------
$21,171,441 $20,703,256 $927,737,227 $728,373,536 $63,110,781 $52,732,999
=========== =========== ============ ============ =========== ===========
</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,
1995 1994 1995 1994 1995 1994
------------ ------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 128,757 $ 67,215 $ 1,041 $ 519 $ 70,585,001 $ (4,454,466)
Net realized gain
(loss) from security
transactions.......... 158,342 57,942 2,350 2,022 15,141,923 5,992,357
Unrealized appreciation
(depreciation) of in-
vestments............. 406,267 (200,254) 2,787 (3,494) 70,256,699 (14,428,315)
---------- ---------- ------- ------- ------------- -------------
Net increase (decrease)
in net assets result-
ing from operations... 693,366 (75,097) 6,178 (953) 155,983,623 (12,890,424)
---------- ---------- ------- ------- ------------- -------------
From capital transac-
tions:
Net purchase payments
(redemptions)......... (280,054) (189,908) 2 -- 161,442,537 185,393,244
Net portfolio trans-
fers.................. (1) -- -- 403 1,757,497 (343,499)
Other net transfers.... 366 1,194 (7,815) (5,903) (81,895) 74,750
---------- ---------- ------- ------- ------------- -------------
Net increase (decrease)
in net assets result-
ing from capital
transactions.......... (279,689) (188,714) (7,813) (5,500) 163,118,139 185,124,495
---------- ---------- ------- ------- ------------- -------------
NET CHANGE IN NET AS-
SETS................... 413,677 (263,811) (1,635) (6,453) 319,101,762 172,234,071
NET ASSETS--BEGINNING OF
PERIOD................. 2,150,083 2,413,894 21,657 28,110 535,225,883 362,991,812
---------- ---------- ------- ------- ------------- -------------
NET ASSETS--END OF PERI-
OD..................... $2,563,760 $2,150,083 $20,022 $21,657 $ 854,327,645 $ 535,225,883
========== ========== ======= ======= ============= =============
</TABLE>

See Notes to Financial Statements.

22
<PAGE>

<TABLE>
<CAPTION>
STOCK INDEX DIVISION INTERNATIONAL STOCK DIVISION FIDELITY MONEY MARKET 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,
1995 1994 1995 1994 1995 1994
- ------------ ------------ -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
$ 7,529,179 $ 8,511,296 $ (639,506) $ 9,932,956 $ 21,984 $ 11,737
1,816,488 2,379,725 1,353,465 2,442,722 -- --
124,846,482 (10,325,844) (1,451,068) (15,510,122) -- --
- ------------ ------------ -------------- -------------- --------------- ---------------
134,192,149 565,177 (737,109) (3,134,444) 21,984 11,737
- ------------ ------------ -------------- -------------- --------------- ---------------
120,170,886 74,310,566 15,078,594 152,830,771 40,257 209,101
415,442 (57,002) 83,265 577,588 46 56
(67,995) (19,367) 44,025 (580,563) 15 (15,843)
- ------------ ------------ -------------- -------------- --------------- ---------------
120,518,333 74,234,197 15,205,884 152,827,796 40,318 193,314
- ------------ ------------ -------------- -------------- --------------- ---------------
254,710,482 74,799,374 14,468,775 149,693,352 62,302 205,051
348,053,519 273,254,145 252,129,923 102,436,571 419,436 214,385
- ------------ ------------ -------------- -------------- --------------- ---------------
$602,764,001 $348,053,519 $ 266,598,698 $ 252,129,923 $ 481,738 $ 419,436
============ ============ ============== ============== =============== ===============
</TABLE>

23
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FIDELITY EQUITY-
INCOME DIVISION FIDELITY GROWTH 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,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)................... $ 1,021,213 $ 436,187 $ (175,669) $ 484,940
Net realized gain (loss)
from security transac-
tions.................... 160,135 46,591 127,068 28,590
Unrealized appreciation
(depreciation) of invest-
ments.................... 5,207,634 (20,188) 7,371,238 (423,314)
----------- ----------- ----------- -----------
Net increase (decrease) in
net assets resulting from
operations............... 6,388,982 462,590 7,322,637 90,216
----------- ----------- ----------- -----------
From capital transactions:
Net purchase payments (re-
demptions)............... 16,079,838 6,660,376 16,565,639 8,560,419
Net portfolio transfers... 65,794 5,555 21,088 21,168
Other net transfers....... (7,670) (65,643) (3,967) (169,203)
----------- ----------- ----------- -----------
Net increase (decrease) in
net assets resulting from
capital transactions..... 16,137,962 6,600,288 16,582,760 8,412,384
----------- ----------- ----------- -----------
NET CHANGE IN NET ASSETS... 22,526,944 7,062,878 23,905,397 8,502,600
NET ASSETS--BEGINNING OF
PERIOD.................... 12,464,865 5,401,987 18,133,687 9,631,087
----------- ----------- ----------- -----------
NET ASSETS--END OF PERIOD.. $34,991,809 $12,464,865 $42,039,084 $18,133,687
=========== =========== =========== ===========
</TABLE>

See Notes to Financial Statements.

24
<PAGE>

<TABLE>
<CAPTION>
FIDELITY FIDELITY
FIDELITY OVERSEAS DIVISION INVESTMENT GRADE BOND DIVISION ASSET MANAGER 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,
1995 1994 1995 1994 1995 1994
------------- ------------- --------------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
$ (17,956) $ (17,825) $ 25,578 $ (6,927) $ 156,068 $ 318,900
94,250 89,515 4,321 (6,443) 99,937 42,272
387,405 (124,537) 248,713 (26,039) 2,918,735 (1,267,631)
------------- ------------- --------------- --------------- ----------- -----------
463,699 (52,847) 278,612 (39,409) 3,174,740 (906,459)
------------- ------------- --------------- --------------- ----------- -----------
2,337,953 2,433,557 1,451,950 568,823 6,127,207 9,344,422
(4,282) (1,089) 2,201 (275) 8,480 (10,612)
1,266 (124,920) (108) (33,097) 1,713 (381,150)
------------- ------------- --------------- --------------- ----------- -----------
2,334,937 2,307,548 1,454,043 535,451 6,137,400 8,952,660
------------- ------------- --------------- --------------- ----------- -----------
2,798,636 2,254,701 1,732,655 496,042 9,312,140 8,046,201
3,903,698 1,648,997 1,170,319 674,277 16,651,958 8,605,757
------------- ------------- --------------- --------------- ----------- -----------
$ 6,702,334 $ 3,903,698 $ 2,902,974 $ 1,170,319 $25,964,098 $16,651,958
============= ============= =============== =============== =========== ===========
</TABLE>

25
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
CALVERT RESPONSIBLY INVESTED CALVERT RESPONSIBLY INVESTED
BALANCED DIVISION CAPITAL ACCUMULATION 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,
1995 1994 1995 1994
-------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 1,313,629 $ 203,535 $ 58,641 $ (1,246)
Net realized gain
(loss) from security
transactions.......... 62,560 31,230 7,420 6,780
Unrealized appreciation
(depreciation) of in-
vestments............. 1,776,276 (615,901) 169,926 (58,924)
-------------- ------------- --------------- -------------
Net increase (decrease)
in net assets result-
ing from operations... 3,152,465 (381,136) 235,987 (53,390)
-------------- ------------- --------------- -------------
From capital transac-
tions:
Net purchase payments
(redemptions)......... 3,319,175 2,676,356 499,851 216,163
Net portfolio trans-
fers.................. 5,564 615 943 (174)
Other net transfers.... (978) (49,031) (325) (13,975)
-------------- ------------- --------------- -------------
Net increase (decrease)
in net assets result-
ing from capital
transactions.......... 3,323,761 2,627,940 500,469 202,014
-------------- ------------- --------------- -------------
NET CHANGE IN NET AS-
SETS................... 6,476,226 2,246,804 736,456 148,624
NET ASSETS--BEGINNING OF
PERIOD................. 9,993,495 7,746,691 533,300 384,676
-------------- ------------- --------------- -------------
NET ASSETS--END OF PERI-
OD..................... $ 16,469,721 $ 9,993,495 $ 1,269,756 $ 533,300
============== ============= =============== =============
</TABLE>

See Notes to Financial Statements.

26
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

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"). 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 Calvert Responsibly Invested Balanced Division and Calvert Responsibly
Invested Capital Accumulation Division correspond to the Calvert Responsibly
Invested Balanced Portfolio and Calvert Responsibly Invested Capital
Accumulation Portfolio, respectively, of the Acacia Capital Corporation
("Calvert").

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 principals, 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 method used to value the Fund's
investments at December 31, 1995 are described in the Fund's 1995 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, 1995 are described in Fidelity's
1995 Annual Report.

Investments in shares of Calvert are valued at the reported net asset
value of the Calvert Responsibly Invested Balanced Portfolio and Calvert
Responsibly Invested Capital Accumulation Portfolio. The methods used to
value Calvert's investments at December 31, 1995 are described in
Calvert's 1995 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, attributable to the maintenance
or operation of the Separate Account. Metropolitan Life does not
anticipate, under existing law, 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.

27
<PAGE>

E.ACCUMULATION UNITS

As of December 31, 1995, there were 207,238,659 Accumulation Units
outstanding, which consisted of 42,410,508 Accumulation Units in the
Growth Division, 17,354,774 Accumulation Units in the Income Division,
1,300,624 Accumulation Units in the Money Market Division, 51,189,290
Accumulation Units in the Diversified Division, 36,811,336 Accumulation
Units in the Aggressive Growth Division, 32,337,522 Accumulation Units
in the Stock Index Division, 18,762,781 Accumulation Units in the
International Stock Division, 41,534 Accumulation units in the Fidelity
Money Market Division, 1,645,077 Accumulation Units in the Fidelity
Equity Income Division, 1,980,261 Accumulation Units in the Fidelity
Growth Division, 456,815 Accumulation Units in the Fidelity Overseas
Division, 204,513 Accumulation Units in the Fidelity Investment Grade
Bond Division, 1,665,376 Accumulation Units in the Fidelity Asset
Manager Division, 998,443 Accumulation Units in the Calvert Responsibly
Invested Balanced Division and 79,805 Accumulation Units in the Calvert
Respnsibly Invested Capital Accumulation Division. In addition to the
above mentioned Accumulation Units, there were cash reserves of
$1,360,272 and $20,022 applicable to contracts receiving annuity payout
under the Variable Account B Division and Variable Account D Division,
respectively, and $1,571,848 in cash reserves for Preference Plus (PPA)
Immediate Annuities.

2.DIVIDENDS

On April 19, 1995 and December 19, 1995, the Fund declared dividends for
all shareholders of record on April 25, 1995 and December 27, 1995,
respectively. The amount of dividends received by the Separate Account
from the Fund was $216,512,068. The dividends were paid to Metropolitan
Life on April 26, 1995 and December 28, 1995, respectively, and were
immediately reinvested in additional shares of the portfolios in which
each of the investment divisions invest. As a result of these
reinvestments, the number of shares of the Fund held by each of the ten
investment divisions increased by the following: Growth Division
1,647,756 shares, Income Division 1,417,288 shares, Money Market
Division 113,065 shares, Diversified Division 3,658,381 shares, Variable
B Division 118,008 shares, Variable C Division 4,797 shares, Variable D
Division 39 shares, Aggressive Growth Division 3,100,369 Shares, Stock
Index Division 719,034 shares and International Stock Division 195,343
shares.

On the last working day of each month, Fidelity paid Metropolitan Life
dividends for the Fidelity Money Market Division. For 1995 the dividend
aggregated to $29,989. They were immediately reinvested and increased
the number of shares owned by the Fidelity Money Market Division by
29,989 shares.

On February 3, March 17, June 16, September 15 and December 22, 1995,
Fidelity paid Metropolitan Life dividends which totalled $1,233,605 for
the Fidelity Equity Income Division. The dividends were immediately
reinvested and increased the number of shares owned by the Equity Income
Division by 76,234 shares. On February 3, 1995 Fidelity paid
Metropolitan Life a dividend of $534,447 for the Fidelity Growth,
Fidelity Overseas, Fidelity Investment Grade Bond and Fidelity Asset
Allocation Divisions. The dividends were immediately reinvested and
increased the number of shares owned as follows: Fidelity Growth
Division 4,812 shares, Fidelity Overseas Division 2,011 shares, Fidelity
Investment Grade Bond Division 3,983 and Fidelity Asset Allocation
Division 26,216 shares.

On December 29, 1995 Calvert paid Metropolitan Life dividends of
$1,535,588 for the Calvert Responsibly Invested Balanced Division and
for the Calvert Responsibly Invested Capital Accumulation Division,
which were immediately reinvested, increasing the number of shares owned
by the Calvert Responsibly Invested Balanced Division and the Calvert
Responsibly Invested Capital Accumulation Division by 862,710 and 2,960
shares, respectively.

3.EXPENSES

Metropolitan Life applies a daily charge against the Separate Account
for general administrative expenses, and for the mortality and expense
risk assumed by Metropolitan Life. This charge is equivalent to an
effective annual rate of 1.50% of the average daily values of the assets
in the Separate Account for VestMet contracts and 1.25% for Preference
Plus(R) contracts. Of this charge, Metropolitan Life estimates .75% is
for general administrative expenses for VestMet contracts and .50% for
Preference Plus contracts and .75% is for the

28
<PAGE>

mortality and expense risk 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 general administrative expense and .75% is for mortality and expense
risk. The Variable B, C, and D contracts are charged for administrative
expenses and mortality and expense risk according to the rates under
their respective contracts.

4.NAME CHANGES

Effective January 25, 1995, Calvert-Ariel Appreciation II changed its
name to Calvert Responsibly Invested Capital Accumulation Portfolio.
Effective May 1, 1995, Calvert Socially Responsible Portfolio changed
its name to Calvert Responsibly Invested Balanced Portfolio.

29
<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, 1995 and 1994 and the related
statements of operations and surplus and of cash flow for each of the three
years in the period ended December 31, 1995. 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, 1995 and 1994
and the results of its operations and its cash flow for each of the three
years in the period ended December 31, 1995 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 9, 1996

30
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

BALANCE SHEETS,

DECEMBER 31, 1995 AND 1994 (IN MILLIONS)
<TABLE>
<CAPTION>
NOTES 1995 1994
----- ---- ----
<S> <C> <C> <C>
ASSETS
Bonds.................................................. 4,11 $ 70,955 $ 65,592
Stocks................................................. 3,4,11 3,646 3,672
Mortgage loans......................................... 3,4,11 14,211 14,524
Real estate............................................ 9,470 10,417
Policy loans........................................... 11 3,956 3,964
Cash and short-term investments........................ 11 1,923 2,334
Other invested assets.................................. 3 2,480 2,262
Premiums deferred and uncollected...................... 1,568 1,250
Investment income due and accrued...................... 1,589 1,440
Separate Account assets................................ 31,707 25,424
Other assets........................................... 627 298
-------- --------
Total Assets........................................... $142,132 $131,177
======== ========
LIABILITIES AND SURPLUS
Liabilities
Reserves for life and health insurance and annuities... 5,11 $ 76,249 $ 73,204
Policy proceeds and dividends left with the Company.... 11 4,482 3,534
Dividends due to policyholders......................... 1,371 1,407
Premium deposit funds.................................. 11 12,891 14,006
Interest maintenance reserve........................... 1,148 881
Other policy liabilities............................... 3,882 3,364
Investment valuation reserves.......................... 1,860 1,981
Separate Account liabilities........................... 31,226 25,159
-------- --------
Other liabilities...................................... 2,459 1,337
-------- --------
Total Liabilities...................................... 135,568 124,873
======== ========
Surplus
Special contingency reserves........................... 754 682
Surplus notes.......................................... 10 1,400 700
Unassigned funds....................................... 4,410 4,922
-------- --------
Total Surplus.......................................... 6,564 6,304
-------- --------
Total Liabilities and Surplus.......................... $142,132 $131,177
======== ========
</TABLE>

See accompanying notes to financial statements.

31
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

STATEMENTS OF OPERATIONS AND SURPLUS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1995 1994 1993
----- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME
<CAPTION>
Premiums, annuity considerations and deposit
funds......................................... 5 $19,972 $19,881 $19,442
Considerations for supplementary contracts and
dividend accumulations........................ 2,979 2,879 1,654
<S> <C> <C> <C> <C>
Net investment income......................... 7,825 7,143 7,356
Other income.................................. 5 156 80 231
------- ------- -------
Total income.................................. 30,932 29,983 28,683
------- ------- -------
BENEFITS AND EXPENSES
Benefit payments (other than dividends)....... 25,055 23,533 21,417
Changes to reserves, deposit funds and other
policy liabilities........................... 321 1,619 (439)
Insurance expenses and taxes (excluding tax on
capital gains)............................... 6 3,160 2,492 2,595
Net transfers to Separate Accounts............ 675 503 3,239
Dividends to policyholders.................... 1,520 1,676 1,606
------- ------- -------
Total benefits and expenses................... 30,731 29,823 28,418
------- ------- -------
Net gain from operations...................... 201 160 265
Net realized capital losses................... 3,6 (873) (54) (132)
------- ------- -------
NET (LOSS) INCOME (672) 106 133
SURPLUS ADDITIONS (DEDUCTIONS)
Change in general account net unrealized capi-
tal gains.................................... 3 442 150 131
Change in investment valuation reserves....... 121 (306) (169)
Issuance of surplus notes..................... 10 700 -- 700
Other adjustments--net........................ 1,5 (331) (52) 594
------- ------- -------
NET CHANGE IN SURPLUS......................... 260 (102) 1,389
SURPLUS AT BEGINNING OF YEAR.................. 6,304 6,406 5,017
------- ------- -------
SURPLUS AT END OF YEAR........................ $ 6,564 $ 6,304 $ 6,406
======= ======= =======
</TABLE>

See accompanying notes to financial statements.

32
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (IN MILLIONS)

<TABLE>
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
CASH PROVIDED
Premiums, annuity considerations and deposit funds
received............................................ $19,662 $19,983 $19,599
Considerations for supplementary contracts and
dividend
accumulations received.............................. 3,051 2,948 1,748
Net investment income received....................... 7,579 6,828 6,931
Other income received................................ 166 80 134
------- ------- -------
Total receipts....................................... 30,458 29,839 28,412
------- ------- -------
Benefits paid (other than dividends)................. 23,939 22,387 20,092
Insurance expenses and taxes paid (excluding tax on
capital gains)...................................... 2,337 2,366 2,532
Net cash transfers to Separate Accounts.............. 692 524 3,304
Dividends paid to policyholders...................... 1,473 1,684 1,596
Other--net........................................... (1,872) 368 (1,051)
------- ------- -------
Total payments....................................... 26,569 27,329 26,473
------- ------- -------
Net cash from operations............................. 3,889 2,510 1,939
Proceeds from long-term investments sold, matured or
repaid after
deducting taxes on capital gains of $102 for 1995,
$60 for 1994
and $546 for 1993................................... 60,790 46,459 55,420
Issuance of surplus notes............................ 700 -- 700
Other cash provided.................................. 370 -- 369
------- ------- -------
Total cash provided.................................. 65,749 48,969 58,428
------- ------- -------
CASH APPLIED
Cost of long-term investments acquired............... 65,122 47,845 58,033
Other cash applied................................... 1,038 162 247
------- ------- -------
Total cash applied................................... 66,160 48,007 58,280
------- ------- -------
NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS........ (411) 962 148
CASH AND SHORT-TERM INVESTMENTS:
BEGINNING OF YEAR.................................... 2,334 1,372 1,224
------- ------- -------
END OF YEAR.......................................... $ 1,923 $ 2,334 $ 1,372
======= ======= =======
</TABLE>

See accompanying notes to financial statements.

33
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1. BUSINESS AND ACCOUNTING POLICIES

Metropolitan Life Insurance Company (the Company) principally provides life
insurance and annuity products and pension, pension-related and investment-
related services to individuals, corporations and other institutions. The
Company and its insurance subsidiaries also provide non-medical health,
disability and property and casualty insurance. Through its non-insurance
subsidiaries, the Company also offers investment management and advisory
services and commercial finance.

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 stated
principally at cost; unaffiliated common stocks are carried at market value.
Mortgage loans are stated principally at their amortized indebtedness. Short-
term investments generally mature within one 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 values of the net assets acquired (goodwill) 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 and an
allowance for losses on real estate expected to be disposed of in the near
term. Depreciation is generally calculated by the constant yield method for
real estate 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 accounted for using the equity method. The carrying value
generally 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

34
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
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 gains or losses are presented net of federal capital
gains tax or benefit, respectively, and transfers to the IMR.

POLICY RESERVES

Reserves for permanent plans of individual life insurance sold after 1959,
universal life plans and certain term plans sold after 1982 are computed
principally on the Commissioners' Reserve Valuation Method. Reserves for other
life insurance policies 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 circumstances, the Company may change the
assumptions, methodologies or procedures used to calculate reserves. During
1993, 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).

INCOME AND EXPENSES

Premiums 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.

During 1995, the Company recorded a restructuring charge of $72 million
related primarily to the consolidation of office space leased for
administration and agency sales offices. The Company anticipates additional
restructuring charges over the next few years.

SEPARATE ACCOUNT OPERATIONS

Investments held in the Separate Accounts (stated at market value) and
liabilities of the Separate Accounts (including participant's 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.

ESTIMATES

The preparation of financial statements in conformity with accounting
practices prescribed or permitted by regulatory authorities and generally
accepted accounting principles requires that management make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.

2. MERGER

During 1995, the Company and New England Mutual Life Insurance Company (The
New England) entered into a definitive agreement pursuant to which The New
England will be merged with and into the Company (the Merger) subject to
various conditions, including but not limited to, regulatory approvals and the
necessary approvals of the policyholders of the Company and The New England.
Upon consummation of the proposed Merger, the Company will be the surviving
company. It is currently anticipated that the Merger will occur during the
first half of 1996.

If the proposed Merger is consummated, the financial statements of the
Company and The New England will be combined to present the financial position
and results of operations of the combined entity. Summary unaudited pro forma
combined balance sheet information relating to the combined entity and summary
historical balance sheet information relating to The New England as of
December 31, 1995 and 1994 and summary unaudited pro forma

35
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
combined statement of operations information and summary historical statement
of operations information relating to The New England for the years ended
December 31, 1995, 1994, and 1993, are shown below (in millions):

<TABLE>
<CAPTION>
UNAUDITED THE NEW ENGLAND
------------------- ---------------
PRO FORMA COMBINED HISTORICAL
------------------- ---------------
1995 1994 1995 1994
--------- --------- ------- -------
<S> <C> <C> <C> <C>
AT DECEMBER 31:
Total assets............................... $ 157,773 $ 146,260 $16,261 $15,753
Investment valuation reserves.............. 2,012 1,987 429 362
Total surplus (including combined pro forma
surplus notes of $1,548 for 1995 and $848
for 1994 and The New England historical
surplus notes of $148 for 1995 and 1994).. 6,802 6,564 624 632
</TABLE>

<TABLE>
<CAPTION>
UNAUDITED THE NEW ENGLAND
------------------------ --------------------
PRO FORMA COMBINED HISTORICAL
------------------------ --------------------
1995 1994 1993 1995 1994 1993
------- ------- ------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
FOR THE YEARS ENDED DECEMBER 31:
Total income..................... $33,668 $32,811 $31,533 $2,758 $2,844 $2,878
Dividends to policyholders....... 1,731 1,883 1,833 211 207 227
Net gain from operations......... 346 231 303 159 88 57
Net (loss) income................ (566) 124 70 60 42 89
</TABLE>

Certain adjustments will be made to the Company's financial statements if
the Merger is consummated in order to conform the accounting policies and
practices reflected in the financial statements of the combined entities. The
unaudited pro forma combined amounts presented above include management's
estimate of the effects of such adjustments, related principally to
differences in accounting for real estate and mortgage loans, on summary
combined information as if the Merger had occurred on January 1, 1993. The
amount of the adjustments will be finalized upon consummation of the planned
Merger.

3. 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, 1995 and 1994, subsidiary assets were $23,008 million and $21,476
million, respectively. At December 31, 1995 and 1994, subsidiary liabilities
were $20,393 million and $18,905 million, respectively. Subsidiary revenues
were $4,588 million, $4,715 million and $4,525 million in 1995, 1994 and 1993,
respectively. Dividends from subsidiaries amounted to $558 million, $186
million and $175 million in 1995, 1994 and 1993, respectively.

Unamortized goodwill was $129 million at December 31, 1994. There was no
unamortized goodwill at December 31, 1995.

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 $194 million,
$307 million and $355 million in 1995, 1994 and 1993, respectively.

The Company's net equity in joint ventures and other partnerships was $2,424
million and $2,250 million at December 31, 1995 and 1994, respectively. The
Company's share of income from such entities was $97 million, $26 million and
$76 million for 1995, 1994 and 1993, respectively.

Many of the Company's real estate joint ventures have loans with the
Company. The carrying values of such mortgages were $1,054 million and $1,372
million at December 31, 1995 and 1994, respectively. The Company had other
loans outstanding to its affiliates with carrying values of $2,599 million and
$2,073 million at December 31, 1995 and 1994, respectively.

36
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
In January 1995, the Company and The Travelers Insurance Company (Travelers)
contributed their respective group medical health care benefits businesses to
a corporate joint venture, The MetraHealth Companies, Inc. (MetraHealth). In
October 1995, the Company and Travelers sold their investments in MetraHealth
to a non-affiliated health care management services company. For its interest
in MetraHealth, a subsidiary of the Company received $485 million face amount
of shares of redeemable preferred stock of the purchaser, $276 million in cash
and rights to additional consideration based on the 1995 earnings of
MetraHealth. The transaction resulted in post-tax income of $443 million to
the Company, including an amount based on the 1995 estimated financial results
of MetraHealth. The Company also has the right to receive up to an additional
$169 million in cash for each of 1996 and 1997, based on the consolidated
financial results of the purchaser for each of such years.

During 1995, the Company sold Century 21 Real Estate Corporation (real
estate brokerage operation), Metmor Financial Inc. (mortgage banking) and
Metropolitan Trust Company of Canada (trust operation and mortgage
administration) for $127 million, $56 million and $41 million, respectively,
resulting in pre-tax realized capital losses of $167 million, $247 million and
$86 million, respectively. The sales also resulted in $452 million of
unrealized capital gains representing the reversal of prior period unrealized
capital losses relating to the subsidiaries.

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, 1995 and 1994 are shown below

<TABLE>
<CAPTION>
GROSS
UNREALIZED ESTIMATED
CARRYING -------------- FAIR
VALUE GAIN (LOSS) VALUE
-------- ------ ------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1995:
Bonds:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies.. $12,871 $1,556 $ (2) $14,425
States and political subdivisions........... 1,865 582 (2) 2,445
Foreign governments......................... 1,871 221 -- 2,092
Corporate................................... 29,992 1,872 (105) 31,759
Mortgage-backed securities.................. 18,888 749 (27) 19,610
Other....................................... 5,468 336 (16) 5,788
------- ------ ------- -------
Total bonds................................. $70,955 $5,316 $ (152) $76,119
======= ====== ======= =======
Redeemable preferred stocks................. $ 39 $ -- $ (3) $ 36
======= ====== ======= =======
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
======= ====== ======= =======
</TABLE>

37
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The carrying value and estimated fair value of bonds, by contractual
maturity, at December 31, 1995 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...................................... $ 2,171 $ 2,191
Due after one year through five years........................ 17,277 17,717
Due after five years through ten years....................... 17,188 18,381
Due after ten years.......................................... 15,431 18,220
------- -------
Subtotal..................................................... 52,067 56,509
Mortgage-backed securities................................... 18,888 19,610
------- -------
Total........................................................ $70,955 $76,119
======= =======
</TABLE>

Proceeds from the sales of debt securities during 1995, 1994 and 1993 were
$50,831 million, $36,401 million and $50,395 million, respectively. During
1995, 1994 and 1993, respectively, gross gains of $814 million, $577 million
and $1,316 million, and gross losses of $352 million, $561 million and $96
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. Approximately 15 percent and 9 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, 1995 and 1994, the mortgage loan investments were
categorized as follows:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Office Buildings.......................................... 32% 36%
Retail.................................................... 18% 17%
Residential............................................... 20% 21%
Agricultural.............................................. 20% 18%
Other..................................................... 10% 8%
--- ---
Total..................................................... 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.

38
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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.

In 1995 and 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 United States 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 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.

ASSETS ON DEPOSIT

As of December 31, 1995 and 1994, the Company had assets on deposit with
regulatory agencies of $5,281 million and $5,145 million, respectively.

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS

In the normal course of business, the Company assumes and cedes reinsurance
with other insurance companies.

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. Commissions of $142 million and $4 million were
charged to earnings during 1995 and 1994, respectively, and considerations in
excess of commissions of $208 million and $49 million were recorded as a
direct charge to surplus in 1995 and 1994, respectively. 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 convert to Company contracts at policy anniversary date.

During 1995, the Company entered into reinsurance agreements with
MetraHealth to facilitate the transfer of certain of its group medical health
care business to MetraHealth.

The Company also 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 $2,143 million and $1,193 million at December 31,
1995 and 1994, respectively.

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.

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>
1995 1994 1993
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Reinsurance premiums assumed.............................. $890 $237 $264
Reinsurance ceded:
Premiums................................................ 457 77 86
Other income............................................ 26 1 3
Reduction in insurance liabilities (at December 31)..... 71 31 28
</TABLE>

39
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

A contingent liability exists with respect to reinsurance ceded should the
reinsurers be unable to meet their obligations.

Activity in the liability for unpaid group accident and health policy and
contract claims is summarized as follows:

<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Balance at January 1............................. $1,708 $1,588 $1,517
Less reinsurance recoverables.................. 1 1 1
------ ------ ------
Net balance at January 1......................... 1,707 1,587 1,516
------ ------ ------
Incurred related to:
Current year................................... 2,424 1,780 1,797
Prior years.................................... (23) (7) (40)
------ ------ ------
Total incurred................................... 2,401 1,773 1,757
------ ------ ------
Paid related to:
Current year................................... 1,464 1,260 1,306
Prior years.................................... 417 393 380
------ ------ ------
Total paid....................................... 1,881 1,653 1,686
------ ------ ------
Net balance at December 31....................... 2,227 1,707 1,587
Plus reinsurance recoverables.................. 93 1 1
------ ------ ------
Balance at December 31........................... $2,320 $1,708 $1,588
====== ====== ======
</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 a tax on the Company's
surplus calculated by a prescribed formula that incorporates a differential
earnings rate between stock and mutual life insurance companies. In 1995, the
Company changed its calculation of surplus tax which resulted in an increase
in 1995 federal income tax expense of $95 million. Had such change occurred
prior to 1993, the Company's insurance expenses and taxes (excluding tax on
capital gains) and net loss for the year ended December 31, 1995 would have
been $2,758 million and $270 million, respectively; the Company's surplus,
insurance expenses and taxes (excluding tax on capital gains) and net loss at
and for the year ended December 31, 1994 would have been $5,902 million,
$2,894 million and $296 million, respectively; and the Company's insurance
expenses and taxes (excluding tax on capital gains) and net income for the
year ended December 31, 1993 would have been $2,702 million and $26 million,
respectively. The change would have had no effect on December 31, 1993 surplus
and surplus at December 31, 1992 would have been $5,124 million.

Total federal income taxes on operations and realized capital gains of $479
million, $192 million and $596 million were incurred in 1995, 1994 and 1993,
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.

40
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Components of the net periodic pension (credit) cost for the years ended
December 31, 1995, 1994 and 1993 for the defined benefit qualified and non-
qualified pension plans are as follows:

<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -----
(IN MILLIONS)
<S> <C> <C> <C>
Service cost....................................... $ 58 $ 88 $ 71
Interest cost on projected benefit obligation...... 215 209 191
Return on assets................................... (262) 15 (380)
Net amortization and deferrals..................... (33) (298) 110
----- ----- -----
Net periodic pension (credit) cost................. $ (22) $ 14 $ (8)
===== ===== =====
</TABLE>

The assumed long-term rate of return on assets used in determining the net
periodic pension (credit) cost was 9.5 percent in 1995 and 8.5 percent in 1994
and 1993. The Company is recognizing the unrecognized net asset at transition,
attributable to the adoption of Statement of Financial Accounting Standards
No. 87, Employers' Accounting for Pensions, 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, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
1995 1994
------- -------
(IN MILLIONS)
<S> <C> <C>
Actuarial present value of obligations:
Vested..................................................... $(2,724) $(2,266)
Non vested................................................. (43) (47)
------- -------
Accumulated benefit obligation............................... $(2,767) $(2,313)
======= =======
Projected benefit obligation................................. $(3,094) $(2,676)
Plan assets at contract value................................ 3,286 2,900
------- -------
Plan assets in excess of projected benefit obligation........ 192 224
Unrecognized prior service cost.............................. 73 92
Unrecognized net loss from past experience different from
that assumed................................................ 79 33
Unrecognized net asset at transition......................... (326) (365)
------- -------
Adjustment required to recognize minimum liability........... (19) --
======= =======
Accrued pension cost at December 31.......................... $ (1) $ (16)
======= =======
</TABLE>

The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation was 7.25 percent for 1995, 8.5
percent for 1994 and 7.5 percent for 1993 in the United States and 8.0 percent
for 1995, 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
4.5 percent in 1995 and 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 investment contracts issued by the
Company.

During 1995, the Company recognized a pension plan curtailment gain before
income tax of $8 million. This gain relates to the transfer of Company group
medical health care business personnel to MetraHealth.

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 1995, 1994 and 1993, the Company contributed
$34 million, $42 million and $48 million, respectively, to the plan.

41
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)