METROPOLITAN LIFE SEPARATE ACCOUNT E, 497, 1997-05-06

METROPOLITAN LIFE SEPARATE ACCOUNT E
497, 1997-05-06

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<PAGE>

SUPPLEMENT DATED MAY 1, 1997

PROSPECTUS DATED MAY 1, 1995

METROPOLITAN LIFE SEPARATE ACCOUNT E

VESTMET

GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY

METROPOLITAN LIFE INSURANCE COMPANY

This Supplement updates information contained in the Metropolitan Life
Separate Account E prospectus dated May 1, 1995 (the "Prospectus"). Please
write or call Metropolitan Life Insurance Company, One Madison Avenue, New
York, New York 10010, Attention: Retirement and Savings Center, telephone
number (800) 553-4459, if you need another copy of the Prospectus.

The Prospectus describes individual and group VestMet Contracts
("Contracts") issued by Metropolitan Life Insurance Company ("MetLife"). The
Contracts are no longer currently offered for purchase.

THIS SUPPLEMENT IS NOT VALID UNLESS PRECEDED BY THE CURRENT PROSPECTUS FOR
THE METROPOLITAN SERIES FUND, INC., WHICH CONTAINS ADDITIONAL INFORMATION
ABOUT THE FUND.

THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

One Madison Avenue
New York, New York 10010______________________________Telephone:(800) 553-4459
<PAGE>

The names of the following seven portfolios of the Metropolitan Series Fund,
Inc. ("Metropolitan Fund") have been changed wherever they appear in the
Prospectus:

OLD PORTFOLIO NAME NEW PORTFOLIO NAME

Growth State Street Research Growth
Income State Street Research Income
Money Market MetLife Money Market
Diversified State Street Research
Aggressive Growth Diversified
Stock Index State Street Research
Aggressive Growth
MetLife Stock Index

It is expected that State Street Research & Management Company ("State
Street Research") will become the sub-investment manager with respect to the
MetLife Money Market Portfolio on August 1, 1997. In the event this change
takes place, the name of the Portfolio will be changed to State Street
Research Money Market Portfolio as of August 1, 1997.

In addition, there is a proposal to revise fees received by MetLife for
providing investment management services to the Metropolitan Fund. The
proposed fee revisions are expected to take effect August 1, 1997.

The Table of Expenses on pages VM-4 and VM-5 of the Prospectus is revised to
reflect the Metropolitan Fund Annual Expenses for the fiscal year ending
December 31, 1996 and restated for the proposed fees:

METROPOLITAN FUND ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(C) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
State Street Research
Growth Portfolio....... .51 .04 .55
State Street Research
Income Portfolio....... .33 .07 .40
MetLife Money Market
Portfolio.............. .25 .18 .43
State Street Research
Diversified Portfolio.. .46 .04 .50
State Street Research
Aggressive Growth Port-
folio.................. .71 .04 .75
MetLife Stock Index
Portfolio.............. .25 .05 .30
</TABLE>

EXAMPLE
<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
If you surrender your Contract at the end of the appli-
cable time period:
You would pay the following expenses on a $1,000 in-
vestment in each investment division listed below, as-
suming 5% annual return on assets:
Growth Division....................................... $85 $112 $143 $250
Income Division....................................... 83 108 135 234
Money Market Division................................. 84 109 136 237
Diversified Division.................................. 84 111 140 244
Aggressive Growth Division............................ 87 119 153 270
Stock Index Division.................................. 82 105 130 223
If you annuitize at the end of the applicable time pe-
riod or do not surrender your Contract:
You would pay the following expenses on a $1,000 in-
vestment in each investment division listed below, as-
suming 5% annual return on assets:
Growth Division....................................... $22 $ 68 $116 $250
Income Division....................................... 20 63 108 234
Money Market Division................................. 21 64 110 237
Diversified Division.................................. 21 66 114 244
Aggressive Growth Division............................ 24 74 126 270
Stock Index Division.................................. 19 60 103 223
</TABLE>

2
<PAGE>

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

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 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," on page VM-14, for a
more detailed description of the charges and expenses imposed upon the assets
in the Separate Account.

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.

3
<PAGE>

PROFILE

Preference Plus(R) Account
Profile
- --------------------------------------------------------------------------------
May 1, 1997

Preference
Plus
Profile

[LOGO] MetLife
Retirement & Savings Center
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E
PROFILE OF THE PREFERENCE PLUS(R) ACCOUNT DEFERRED INDIVIDUAL AND GROUP
INDIVIDUAL RETIREMENT ANNUITIES ("IRAS"), SIMPLE INDIVIDUAL RETIREMENT
ANNUITIES ("SIMPLE IRAS"), NON-QUALIFIED ANNUITIES AND SIMPLIFIED EMPLOYEE
PENSIONS ("SEPS") VARIABLE ANNUITY CONTRACTS ("CONTRACTS")
................................................................................

This Profile is a summary of the more important points that you should know and
consider before purchasing a Contract or investing under a Contract. The Con-
tract is more fully described in the full prospectus which accompanies this
Profile. Please read the prospectus carefully.

1. THE ANNUITY CONTRACT

After you or your employer or the trustee makes the first purchase payment
on your behalf, an account is set up for you under the Contract. You will
receive a contract which is a legal agreement between you and Metropolitan
Life Insurance Company (MetLife) or a certificate which summarizes the
relevant provisions of a group contract between MetLife and the employer
or trustee. If purchase payments are made under a retirement plan, the
Contract may provide that all or some of your rights described in this
Profile are subject to the terms of the plan. The Contract consists of two
phases: the accumulation or "pay-in" phase and the annuity or "pay-out"
phase. By making one or more purchase payments, you accumulate money in
your account during the pay-in phase. MetLife will hold your money and
credit any investment returns as long as the money remains in your ac-
count. The pay-out phase begins when you either take all of your money out
of the account or elect to receive "income" payments that MetLife makes
using the money from your account. The number and the amount of the income
payments you receive depend on the pay-out option you choose and the
amount used to provide your income payments.

The Contract is called an "annuity" because you can elect income payments.
The Contract is a "variable annuity" because, based on the performance of
the investment options you choose, your account value may go up or down.
Since the investment performance is not guaranteed, your money is at risk.
The degree of risk will depend on the investment options you choose. There
is also a fixed interest rate option called the Fixed Interest Account.
The Fixed Interest Account provides interest rates guaranteed by MetLife
and is not described in this Profile. While there is a possible loss of
principal in the investment options, they offer the opportunity for
greater returns than the interest rate guaranteed under the Fixed Interest
Account.

You may transfer money in your account among the investment options and
between the investment options and the Fixed Interest Account as often as
you like. There is no minimum amount required to make a transfer nor is
there a charge for transfers.

2. ANNUITY PAYMENTS

The pay-out phase begins when you elect either to take out all the money
in your account or you start to receive income payments that MetLife makes
using the money from your account. You can choose income payments that are
fixed, variable or both. If the payments are fixed, MetLife guarantees the
amount of each payment. If the payments are variable, the amount is not
guaranteed and can go up or down based upon the performance of the invest-
ment options you have chosen. Income payments can be received monthly,
quarterly, semi-annually or annually. MetLife can guarantee income pay-
ments to last for a fixed period of time, for your lifetime, or for as
long as either you or a person you choose is living. Other pay-out choices
are available.

3. PURCHASE

You, your employer, or the trustee of a retirement plan can purchase a
contract through your MetLife representative or a representative of other
firms MetLife has selected. You must indicate that you want to invest un-
der a contract by filling out the appropriate forms.

There is no minimum purchase payment amount. (MetLife may cancel the Con-
tract if your account value falls below certain minimums.) You can put
more money in your account, but MetLife may reject purchase payments over
$500,000.

<PAGE>

WHO SHOULD BUY A CONTRACT? Contracts are appropriate for individuals sav-
ing for retirement. The Non-Qualified Contract is called "non-qualified"
because it does not meet the requirements or "qualify" under the Federal
income tax laws for retirement plans or IRAs. Purchase payments for Non-
Qualified Contracts are not tax-deductible. Purchase payments for the
other Contracts qualify under the Federal income tax laws for retirement
plans or are IRAs. For the IRA Contract, purchase payments may be totally,
partially, or not tax-deductible, depending on your situation. Purchase
payments made under qualified retirement plans or arrangements under SIM-
PLE IRAs or SEP Contracts are generally fully tax-deductible or made on a
pre-tax basis.

4. INVESTMENT OPTIONS

The investment options are:

. Income . Loomis Sayles High Yield Bond
. Diversified . Aggressive Growth
. Stock Index . T. Rowe Price Small Cap Growth
. Growth . Scudder Global Equity
. Janus Mid Cap . International Stock

Money in the investment options are invested in the Metropolitan Series
Fund, Inc., an underlying mutual fund that invests in stocks, bonds and
other investments. Not all options are available in all states.

5. EXPENSES

There are two types of charges you pay while you have money in an invest-
ment option. The first is an insurance-related charge that on an annual
basis will not exceed 1.25% of the average daily value of the amount you
have in each investment option. This charge is used to pay MetLife for
general administrative expenses and for mortality and expense risks of the
Contract. MetLife guarantees that the insurance- related charge will never
increase while you have a contract or certificate. The second charge is
investment-related. It pays the investment manager for managing amounts in
the investment options and pays for investment operating expenses. For the
Income, Diversified, Stock Index, Growth, Aggressive Growth and Interna-
tional Stock investment options, the investment-related charges are ex-
pected to range on an annual basis from .30% to .97% of the average daily
value of the amount you have in an investment option, depending on the op-
tions you select. For the Loomis Sayles High Yield Bond, Janus Mid Cap, T.
Rowe Price Small Cap Growth and Scudder Global Equity investment options,
which commenced operations on March 3, 1997, these investment-related
charges are estimated for the year ending December 31, 1997, to range from
.75% to .95% of the average daily value of the amount you have in an in-
vestment option, depending on the options you select.

If you decide to take all or part of a purchase payment out of your ac-
count within seven years of when you made it, a withdrawal charge of up to
7% of the purchase payment withdrawn may also be imposed as follows:

DURING PURCHASE PAYMENT YEAR

1 2 3 4 5 6 7 8 & Later
<S> <C> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0
</TABLE>

There are no annual Contract charges. (For the IRA, Non-Qualified and SEP
Contracts, there is a $20 charge applied against any amounts in the Fixed
Interest Account only if your account value is less than $20,000 or if you
are not enrolled in MetLife's payroll deduction or bank authorization pro-
grams. For the SIMPLE IRA Contract, there is a $20 charge applied against
any amounts in the Fixed Interest Account only if your account value is
less than $20,000 or if you fail to make purchase payments during the
year.)

PROFILE 2
<PAGE>

The table below summarizes the Contract expenses described on the previous
page for the year ending December 31, 1996, restated for proposed manage-
ment fee revisions expected to take effect August 1, 1997 for the Income,
Diversified, Growth, Aggressive Growth and International Stock investment
options, or estimated for the year ending December 31, 1997 for the Loomis
Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth and
Scudder Global Equity investment options.

. The first two columns are the insurance-related and investment-re-
lated charges per investment option and the third column is the to-
tal.

. The last two columns indicate the amount you would pay, including any
withdrawal charges, on a hypothetical $1,000 investment in each in-
vestment option if you took your money out of the account as of the
end of the first year or as of the end of the tenth year. (There are
no numbers for some of the options for the "10 years" example, be-
cause the investment options are new.)

. These examples also assume a 5% investment return each year and that
10% of the account value is free of withdrawal charges. The table as-
sumes that annuity taxes are 0%.

<TABLE>
<CAPTION>
TOTAL ANNUAL TOTAL ANNUAL TOTAL ANNUAL EXAMPLES: TOTAL
INSURANCE INVESTMENT- CHARGES ANNUAL EXPENSES
CHARGE RELATED CHARGES AS OF THE END OF
INVESTMENT
OPTION 1 YEAR 10 YEARS
................................................................................
<S> <C> <C> <C> <C> <C>
Income 1.25% .40% 1.65% $80 $197
Diversified 1.25% .50% 1.75% $81 $207
Stock Index 1.25% .30% 1.55% $79 $186
Growth 1.25% .55% 1.80% $81 $213
Janus Mid Cap 1.25% .95% 2.20% $85 N/A
Loomis Sayles High Yield
Bond 1.25% .90% 2.15% $85 N/A
Aggressive Growth 1.25% .75% 2.00% $83 $235
T. Rowe Price Small Cap
Growth 1.25% .75% 2.00% $83 N/A
Scudder Global Equity 1.25% .82% 2.07% $84 N/A
International Stock 1.25% .97% 2.22% $86 $258
</TABLE>

The total annual investment-related charges column reflects all expense
reimbursements and fee waiver arrangements.

The complete Table of Expenses can be found in the prospectus for the Con-
tracts.

6. TAXES

Generally, you will not be taxed on any earnings from your account until
you make a withdrawal. If you take money out of your account before age 59
1/2, you may also have to pay a 10% (or 25%) Federal income tax penalty on
the portion of the withdrawal which is taxable. (The Federal income tax
penalty is 25% for the first two years of a SIMPLE IRA and 10% for all
other withdrawals.)

For tax purposes, withdrawals from the Non-Qualified Contract are normally
treated as coming from taxable earnings first and then from non-taxable
purchase payments.

For the IRA Contract, the tax treatment of a withdrawal will depend on
whether your purchase payment was tax-deductible or not deductible and the
number and size of any other IRAs you own.

If your purchase payment under the IRA, SEP or SIMPLE IRA Contract was
fully tax-deductible or made on a pre-tax basis, all withdrawals will be
subject to ordinary income tax.

Income payments are subject to different tax rules. Some jurisdictions may
also tax amounts in annuities. MetLife does not deduct annuity taxes from
your account until the pay-out phase of the Contract. Annuity taxes cur-
rently range up to 5%.

PROFILE 3
<PAGE>

7. ACCESS TO YOUR MONEY

When you want to take money out of your account, you may request a with-
drawal of at least $500 or your account value, if less. A withdrawal
charge of up to 7% that declines to zero over a seven year period applies
to each purchase payment and may be deducted from your account. The amount
of the withdrawal charge depends upon how long the withdrawn purchase pay-
ments were in your account. Whether or not a contract withdrawal charge
applies, withdrawals may be subject to income taxes, as well as a 10% tax
penalty if you are age 59 1/2 or less. (The tax penalty is 25% for the
first two years of a SIMPLE IRA, and 10% for all other withdrawals.)

You do not pay a contract withdrawal charge if:

A. The withdrawal is the first in a contract year and is up to 10% of
the value of your account.

B. The amount withdrawn is from purchase payments made over seven years
ago.

C. You elect to purchase a lifetime income option or an income that
will be paid for at least five years without the right to cancel the
payment method.

D. You die during the pay-in phase of the Contract.

E. You notify us in writing that you want to cancel the Contract within
10 days of receipt of your Contract. (Your rights to cancel may vary
in some states.)

F. You or your spouse (i) is a resident in certain nursing home facili-
ties for at least 90 consecutive days or (ii) has been diagnosed as
terminally ill and is expected to die within 12 months. (May not be
available in all states.)

G. The withdrawal is required to avoid Federal income tax penalties or
to satisfy Federal income tax rules or Department of Labor regula-
tions that apply to IRA, SIMPLE IRA or SEP Contracts.

Transfers from certain MetLife contracts "rolled over" to these Contracts
have different withdrawal charges.

8. PERFORMANCE HISTORY

The following chart shows the percentage change in unit values (total re-
turn) for the investment options for certain time periods. (Unit values
are the bookkeeping measure MetLife uses to track account values.) The
unit values reflect the insurance-related charges and investment-related
charges. The total return history below does not reflect withdrawal
charges. If they were included, the total return figures would have been
lower. Past performance does not guarantee future results.

<TABLE>
<CAPTION>
INVESTMENT OPTION 1/1/91- 1/1/92- 1/1/93- 1/1/94- 1/1/95- 1/1/96-
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
................................................................................
<S> <C> <C> <C> <C> <C> <C>
Income 15.94% 5.61% 9.94% -4.34% 18.10% 2.30%
Diversified 23.42% 8.09% 11.42% -4.24% 25.46% 13.06%
Stock Index 28.11% 6.11% 8.21% -0.07% 35.18% 21.11%
Growth 31.48% 10.25% 12.98% -4.47% 31.48% 20.67%
Aggressive Growth 64.38% 9.00% 21.09% -3.11% 27.93% 6.35%
International Stock -11.31% 46.01% 3.71% -0.42% -2.96%
</TABLE>

Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Se-
ries Fund, Inc., other than management fees, brokerage commissions, taxes,
interest and any extraordinary or non-recurring expenses.

PROFILE 4
<PAGE>

9. DEATH BENEFIT

10. OTHER INFORMATION

A. The Non-Qualified and IRA Contracts described in this Profile are
individual contracts. You, as purchaser of the contract, have all
rights under the contract. The SEP Contract is a group contract. The
SIMPLE IRA Contract may be either an individual or group contract.

B. Metropolitan's Easy Telephone Service: Account information is avail-
able 24 hours a day on our toll-free line. Requests may also be made
during business hours.

C. Payroll deduction/bank authorization: You may be able to make pur-
chase payments conveniently by authorizing deductions from your sal-
ary or transfers from your bank account.

D. MetLife's Automated Investment Strategies: Although no investment
strategy can guarantee a profit or protect against loss, you can se-
lect an automated investment strategy to help make investing easy.
When you choose an automated investment strategy, MetLife will make
scheduled transfers among the Fixed Interest Account and the invest-
ment options that help you follow the strategies described below:

THE EQUITY GENERATOR SM: An amount equal to the interest earned
in the Fixed Interest Account is transferred monthly to the Stock
Index or Aggressive Growth investment option.

THE EQUALIZER SM: Amounts in the Fixed Interest Account and in
the Stock Index or Aggressive Growth investment options are
transferred quarterly from one to the other in order to make the
amounts in each equal.

THE REBALANCER SM: Amounts in the investment options and the
Fixed Interest Account are transferred each quarter in order to
bring the percentage of your account value in each option back to
the original allocation that you choose.

THE ALLOCATOR SM: A dollar amount you choose is transferred
monthly from the Fixed Interest Account into any of the invest-
ment options. You select the day of the month and the period dur-
ing which the transfers will occur.

11. INQUIRIES

Please contact MetLife at:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Attention: Retirement & Savings Center
1-800-553-4459

PROFILE 5
<PAGE>

Preference Plus(R) Account Prospectus

Individual Retirement Annuities
Simple Individual Retirement Annuities
Non-Qualified Annuities
Simplified Employee Pensions

[GRAPHIC]

May 1, 1997

[LOGO]MetLife(R)
<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, Savings Incentive Match Plan for Employees
individual retirement annuities and simplified employee pensions Preference
Plus Contracts ("Contracts") and individual and group non-qualified annuities,
individual retirement annuities, Savings Incentive Match Plan for Employees
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
State Street Research Income, State Street Research Diversified, MetLife Stock
Index, State Street Research Growth, Janus Mid Cap, Loomis Sayles High Yield
Bond, State Street Research Aggressive Growth, T. Rowe Price Small Cap Growth,
Scudder Global Equity and GFM 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: Alan DiMichele. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center; telephone number (800) 553-
4459. The table of contents of the Statement of Additional Information appears
on page A-PPA-30.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1997.
<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-12
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ A-PPA-13
WITHDRAWALS AND TRANSFERS............................................ A-PPA-14
DEDUCTIONS AND CHARGES............................................... A-PPA-15
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. A-PPA-16
DEATH BENEFIT........................................................ A-PPA-17
INCOME OPTIONS....................................................... A-PPA-17
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... A-PPA-18
ADMINISTRATION....................................................... A-PPA-18
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... A-PPA-19
TRANSFERS............................................................ A-PPA-19
DEDUCTIONS AND CHARGES............................................... A-PPA-20
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS.................. A-PPA-22
TAXES.................................................................. A-PPA-26
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... A-PPA-30
APPENDIX............................................................... A-PPA-31
INDEX.................................................................. A-PPA-32
</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-13
Annuity Units.......................................................... A-PPA-19
Assumed Investment Rate................................................ A-PPA-19
Contract Year.......................................................... A-PPA-15
Contracts.............................................................. A-PPA- 1
Designated Office...................................................... A-PPA-12
Early Withdrawal Charge................................................ A-PPA-15
Experience Factor...................................................... A-PPA-13
Free Corridor.......................................................... A-PPA-16
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-14
Valuation Period....................................................... A-PPA-13
</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, 1996:

<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>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
State Street Research Income Portfolio(d)(e)........ .33 .07 .40
State Street Research Diversified Portfolio(d)(e)... .46 .04 .50
MetLife Stock Index Portfolio(d).................... .25 .05 .30
State Street Research Growth Portfolio(d)(e)........ .51 .04 .55
Janus Mid Cap Portfolio(f).......................... .75 .20 .95
Loomis Sayles High Yield Bond Portfolio(f).......... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(d)(e).................................... .71 .04 .75
T. Rowe Price Small Cap Growth Portfolio(f)......... .55 .20 .75
Scudder Global Equity Portfolio(f)(g)............... .62 .20 .82
GFM International Stock Portfolio(d)(e)(h).......... .75 .22 .97
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE

If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on 1 YEAR 3 YEARS 5 YEARS 10 YEARS
assets: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Income Division............................. $80 $97 $117 $197
Diversified Division........................ 81 100 122 207
Stock Index Division........................ 79 94 111 186
Growth Division............................. 81 101 125 213
Janus Mid Cap Division...................... 85 114 -- --
Loomis Sayles High Yield Bond Division...... 85 113 -- --
Aggressive Growth Division.................. 83 108 135 235
T. Rowe Price Small Cap Growth Division..... 83 108 -- --
Scudder Global Equity Division.............. 84 110 -- --
International Stock Division................ 86 115 147 258
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(i):
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............................. $17 $53 $91 $197
Diversified Division........................ 18 56 96 207
Stock Index Division........................ 16 49 85 186
Growth Division............................. 18 57 98 213
Janus Mid Cap Division...................... 23 70 -- --
Loomis Sayles High Yield Bond Division...... 22 68 -- --
Aggressive Growth Division.................. 21 63 109 235
T. Rowe Price Small Cap Growth Division..... 21 63 -- --
Scudder Global Equity Division.............. 21 66 -- --
International Stock Division................ 23 70 120 258
</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-15) 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-
20.)
(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-
15.)
(d) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.
(e) Reflects 1996 fees and expenses, restated for proposed management fee
revisions expected to take effect August 1, 1997.
(f) The Portfolios commenced operations on March 3, 1997. Management fees and
other expenses for these Portfolios are estimated amounts for the year
ending December 31, 1997. MetLife has agreed to bear all expenses (other
than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses) in excess of .20% of the average
net assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price
Small Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios until
each Portfolio's total net assets are at least $100 million, or until
March 2, 1999, whichever is earlier. The marginal rate of the investment
management fee for T. Rowe Price Small Cap, Janus Mid Cap, and Scudder
Global Equity Portfolios will decrease when the dollar amount in each
respective Portfolio reaches certain threshold amounts.
(g) MetLife has agreed to waive a portion of its investment management fee for
the Scudder Global Equity Portfolio during the first year of the
Portfolio's operations. The waiver of investment management fees during
the first six months of the Portfolio's operations will be equal to .35%
of the average daily value of the aggregate net assets of the Portfolio up
to $50 million, .175% of such assets on the next $50 million, .15% of such
assets on the next $400 million and .1375% of such assets on amounts in
excess of $500 million. During the second six months of the Portfolio's
operations such waiver of the investment management fee will be equal to
.175% of assets up to $50 million, .0875% of assets on the next $50
million, .075% of assets on the next $400 million and .06875% of such
assets in excess of $500 million. Absent MetLife's waiver of its
investment management fee, we estimate that the management fee and other
expenses for the Scudder Global Equity Portfolio would be .84% and .20%,
respectively, for a total of 1.04%.
(h) It is expected that State Street Research & Management Company ("State
Street Research") will become the sub-investment manager with respect to
the GFM International Stock Portfolio on August 1, 1997. GFM International
Investors Limited ("GFM") will become the sub-sub-investment manager and
will continue to have day-to-day investment responsibility for the GFM
International Stock Portfolio. In the event this change takes place, the
name of the Portfolio will be changed to the State Street Research
International Stock Portfolio as of August 1, 1997.
(i) 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-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 A-PPA-15, 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-10-12)

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page A-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 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-26-29)

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-12-13; A-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," page A-PPA-14.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and your Contract. (See "Withdrawals and Transfers," page A-PPA-14,
"Deductions and Charges," page A-PPA-15.)

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

Your Contract is subject to various charges.

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

General Administrative Expenses and Mortality and Expense 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-16-17)

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

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-17)

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-18)

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-20.)

A-PPA-6
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
ACCUMULATION ACCUMULATION NUMBER OF ACCUMULATION
UNIT VALUE UNIT VALUE END UNITS END OF YEAR
PREFERENCE PLUS CONTRACTS YEAR BEGINNING OF YEAR OF YEAR (IN THOUSANDS)
------------------------- ---- ----------------- -------------- ----------------------
<S> <C> <C> <C> <C>
Income Divi-
sion 1996 $16.12 $16.49 16,604
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 1996 17.00 19.22 52,053
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 1996 18.52 22.43 43,141
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 1996 17.71 21.37 49,644
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 1996 22.35 23.77 43,962
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 1996 14.19 13.77 17,780
Division 1995 14.25 14.19 17,553
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>

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

A-PPA-7
<PAGE>

PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ----
Income 10.60 12.29 12.98 14.27 13.65 16.12 16.49
Diversified 9.52 11.75 12.70 14.15 13.55 17.00 19.22
Stock Index 9.32 11.94 12.67 13.71 13.70 18.52 22.43
Growth 8.61 11.32 12.48 14.10 13.47 17.71 21.37
Aggressive Growth 8.31 13.66 14.89 18.03 17.47 22.35 23.77
International Stock - 10.61 9.41 13.74 14.25 14.19 13.77

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. As of December 31,
1996, we had approximately $298 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) Savings Incentive Match Plan for Employees
Individual Retirement Annuities ("SIMPLE IRAs") under (S)408(p); (4) Tax
Sheltered Annuities (TSAs) under (S)403(b); (5) Public Employee Deferred
Compensation (PEDC) under (S)457; (6) Keogh plans under (S)401; (7) Qualified
Annuity Plans (403(a)) under (S)403(a); and (8) 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 four types of Contracts: IRAs, SIMPLE IRAs, SEPs
and Non-Qualified.

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 approved in
your state, the Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price
Small Cap Growth, and Scudder Global Equity Divisions are also available. 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
"open-end management investment companies" under the 1940 Act. Except for the
Janus Mid Cap Portfolio, 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:

State Street Research 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>

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

State Street Research 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).

MetLife 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.

State Street Research 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.

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

Loomis Sayles High Yield Bond Portfolio: To achieve high total investment
return through a combination of current income and capital appreciation. The
Portfolio will normally invest at least 65% of its assets in fixed income
securities of below investment grade quality.

State Street Research 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.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

Scudder Global Equity Portfolio: To achieve long-term growth of capital
through a diversified portfolio of marketable securities, primarily equity
securities, including common stocks, preferred stocks and debt securities
convertible into common stocks. The Portfolio invests on a worldwide basis in
equity securities of companies which are incorporated in the U.S. or in
foreign countries. It also may invest in the debt securities of U.S. and
foreign issuers. Income is an incidental consideration.

GFM 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. As
the investment manager of the State Street Research Growth, State Street
Research Income, State Street Research Diversified and MetLife Stock Index
Portfolios of the Metropolitan Fund, we receive monthly compensation as an
investment management fee equivalent to an annual rate of .25% of the average
daily value of the aggregate net assets of each Portfolio. For the State
Street Research Aggressive Growth and GFM International Stock Portfolios, we
are paid a monthly investment management fee equivalent to an annual rate of
.75% of the average daily value of the aggregate net assets for each
Portfolio. We pay State Street Research & Management Company, one of our
subsidiaries, to provide us with sub-investment management services for the
State Street Research Growth, State Street Research Income, State Street
Research Diversified and State Street Research Aggressive Growth Portfolios.

We pay GFM International Investors Limited, one of our subsidiaries, to
provide us with sub-investment management services for the GFM International
Stock Portfolio. It is expected that State Street Research & Management
Company will become the sub-investment manager with respect to the GFM
International Stock Portfolio on August 1, 1997. GFM International Investors
Limited will become the sub-sub-investment manager and will continue to have
day-to-day investment responsibility for the GFM International Stock
Portfolio. In the event this change takes place, the name of the Portfolio
will be changed to the State Street Research International Stock Portfolio as
of August 1, 1997.

The above fees do not reflect proposed investment management fee revisions
expected to take effect August 1, 1997, for the State Street Research Growth,
State Street Research Income, State Street Research Diversified, and State
Street Research Aggressive Growth Portfolios and the GFM International Stock
Portfolio. The Table of Expenses in this Prospectus indicates the 1996 fees
and expenses restated for these proposed fee revisions.

For providing investment management services to the Loomis Sayles High Yield
Bond Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .70% of the average daily value of the aggregate net assets of
the Portfolio. Loomis Sayles & Company, L.P., whose general partner is
indirectly owned by MetLife, is the sub-investment manager with respect to the
Loomis Sayles High Yield Bond Portfolio. For providing investment management
services to the Janus Mid Cap Portfolio, we receive monthly compensation from
the Portfolio at an annual rate of .75% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .70% of such assets
on the next $400 million and .65% of such assets on amounts in excess of $500
million. Janus Capital Corporation is the sub-investment manager for the Janus
Mid Cap Portfolio. For providing investment management services to the T. Rowe
Price Small Cap Growth Portfolio, we receive monthly compensation from the

A-PPA-11
<PAGE>

...............................................................
Portfolio at an annual rate of .55% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .50% of such assets
on the next $300 million and .45% of such assets in excess of $400 million. T.
Rowe Price Associates, Inc. is the sub-investment manager for the T. Rowe
Price Small Cap Growth Portfolio.

For providing investment management services to the Scudder Global Equity
Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .90% of the average daily value of the aggregate net assets of the
Portfolio up to $50 million, .55% of such assets on the next $50 million, .50%
of such assets on the next $400 million and .475% of such assets on amounts in
excess of $500 million. We have agreed to waive a portion of our investment
management fee for the Scudder Global Equity Portfolio during the first year
of the Portfolio's operations. The waiver of investment management fees during
the first six months of the Portfolio's operations will be equal to .35% of
the average daily value of the aggregate net assets of the Portfolio up to $50
million, .175% of such assets on the next $50 million, .15% of such assets on
the next $400 million and .1375% of such assets on amounts in excess of $500
million. During the second six months of the Portfolio's operations such
waiver of the investment management fee will be equal to .175% of assets up to
$50 million, .0875% of assets on the next $50 million, .075% of assets on the
next $400 million and .06875% of such assets in excess of $500 million.
Scudder, Stevens & Clark, Inc. is the sub-investment manager for the Scudder
Global Equity Portfolio.

Sub-investment management services are provided to us and we pay fees for
such services according to contracts between us and each of the sub-investment
managers. 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 one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses for
these Offices. 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.

Under certain circumstances, we may be able to electronically submit your
complete initial application to our Designated Office. For the purpose of
crediting and valuing any purchase payment electronically submitted with your
initial application we may, for certain Contracts, treat the electronic
purchase payment as a payment received at our Designated Office if: (1) the
electronic purchase payment is received at the Designated Office accompanied
by a correct and complete electronic application record; and (2) your actual
purchase payment, application and other documentation are received in good
order at our Designated Office within five business days following the
transmission of the

A-PPA-12
<PAGE>

...............................................................
electronic record. In such case, the agent or local office will electronically
transmit a record of your purchase payment and application and then forward
your actual purchase payment, application and other documentation to our
Designated Office. Generally, the electronic record is received at our
Designated Office the business day following its transmission by the agent or
local office. If, however, your purchase payment and application are received
at our Designated Office before the electronic record, then your purchase
payment will be credited and valued as of the date it is received.

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 using the net asset value per share of
the underlying portfolio.The net asset value includes the per share amount of
any dividend or capital gain distribution paid by the portfolio during the
current Valuation Period, and subtracts 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 factor 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. For example, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
1.05, the new accumulation unit value is $12.60 ($12.00 X 1.05). On the other
hand, if the last previously calculated accumulation unit value is $12.00 and
the experience factor for the period was .95, the new accumulation unit value
is $11.40 ($12.00 X .95).

A-PPA-13
<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 and we may require
that this request be made on the form we provide for this purpose. 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, SIMPLE IRA, SEP
and Non-Qualified 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. Each SWIP payment must be at least $50.
Your payment date is the date we make payment, which is not the date you
receive it. You should allow approximately 10 days for processing your
request. If we do not receive the request at least 10 days in advance of the
SWIP payment start date, we will process your first SWIP payment the following
month. 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 effective 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?

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. (Depending on

A-PPA-14
<PAGE>

...............................................................
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."

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 also apply.
See "Taxes," pages A-PPA-26-29.

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

Yes. Rather than receiving your minimum distribution in one annual payment,
you may request that we make minimum distribution payments to you on a
periodic basis. However, you may be required to meet certain total Account
Balance minimums at the time you request periodic minimum distribution
payments.

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?" on
A-PPA-13.)

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 1996, these charges were $62,951,547 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, Kentucky 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-31.

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-15
<PAGE>

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

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

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

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

DURING PURCHASE PAYMENT YEAR

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

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

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

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to Federal income tax, see "Taxes," pages A-PPA-
26-29. 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 Contract from which the withdrawal is made.

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
amounts had they remained in your other MetLife contracts, however, any
exceptions or reductions to the basic withdrawal charge percentage that this
Contract

A-PPA-16
<PAGE>

...............................................................
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: To the first withdrawal if 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, but only if this provision has been approved by your
state.

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
under "Income Annuities."

A-PPA-17
<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,
SIMPLE 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 four types of Income Annuities: IRAs, SIMPLE 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, International Stock
Divisions, and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions
described earlier in Section 1 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. In some states, you may be limited
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-18
<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 a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (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 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

A-PPA-19
<PAGE>

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

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?" on A-PPA-19.)

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-31.

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Three persons figure in the description below: the owner of the Income
Annuity (the person with all rights under the Contract including the right to
direct who receives payments), the annuitant (the person whose life is the
measure for determining the timing and sometimes the amount of income payments)
and the beneficiary (the person who may receive benefits if no annuitants or
owners are living).

Your Lifetime Annuity--A variable income payable during the annuitant's life.

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 (or the beneficiary if the owner dies before the end of the
guarantee period) for the rest of the guarantee period.

Your Lifetime With a Refund Annuity--A variable income payable during the
annuitant's life. If, at the death of the annuitant, the total of all of our
payments is less than the purchase payment that we received we will pay an
amount equal to the difference to the owner of the annuity (or to the
beneficiary if the owner is not alive) when the annuitant dies.

Income for Two Lives Annuity--A variable income payable while either of two
annuitants is alive. After one annuitant dies payments continue if the other
annuitant is alive, otherwise payments stop. Payments after one annuitant dies
may be the same as those paid while both were alive or may be a lower
percentage selected when the annuity is purchased (e.g. 75%, 66 2/3% or 50%).

Income for Two Lives with a Guaranteed Period Annuity--This is the same as
the Income for Two Lives Annuity described above, but we guarantee to pay the
full amount (not a reduced percentage) for the guarantee period even if one or
both annuitants die. 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 (or the beneficiary if the owner dies before the end of the guarantee
period) for the rest of the guarantee period.

Income for Two Lives with a Refund Annuity--This is the same as the Income
for Two Lives Annuity described above but if, at the death of both annuitants,
the total of all of our payments is less than the purchase payment that we
received we will pay an amount equal to the difference to the owner of the
annuity (or to the beneficiary if the owner is not alive) when the annuitant
dies.

Income for a Guaranteed Period Annuity--A variable income payable for a
guarantee period (5-30 years). Payments cease at the end of the guarantee
period (which is often called a "term certain" period) even if the annuitant is
still alive. If the annuitant dies prior to the end of the guarantee period,
payments are made to the owner of the annuity (or to the beneficiary if the
owner dies before the end of the guarantee period) for the rest of the
guarantee period.

A-PPA-20
<PAGE>

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

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
and Minnesota 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-21
<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
identity of the designated beneficiary and 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, your plan may provide for
distribution of your entire interest in a lump sum without spousal consent.

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:

A-PPA-22
<PAGE>

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

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

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

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

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

A-PPA-23
<PAGE>

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

We also make payments to our licensed agents based upon the total Account
Balances of the Contracts assigned to the agent. Under the program, we pay an
amount up to .21% of the total Account Balances of the Contracts, other
registered variable annuity contracts and certain mutual fund account
balances. These asset based commissions compensate the agent for servicing the
Contracts. These payments are not made for Income Annuities.

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, the Standard & Poor's 400 Index, the
Standard & Poor's 600 Index, Lehman Brothers Government/Corporate Bond Index,
the Merrill Lynch High Yield Bond Index, The Morgan Stanley Capital
International All Country World 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

A-PPA-24
<PAGE>

...............................................................
"Equity Generator," an amount equal to the interest earned during a specified
interval (i.e., monthly, quarterly) 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-25
<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 and Regulations thereunder 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. Under a SIMPLE IRA, the tax penalty is increased to 25% for
withdrawals during the first two years of an employee's participation in the
SIMPLE IRA. 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, SIMPLE IRAs, SEPs and tax-qualified pension
and profit sharing plans) exceeds $160,000 (for 1997), an additional penalty
tax of 15% in addition to ordinary income taxes is imposed on the excess.
However, the 15% penalty tax is suspended during the calendar years 1997, 1998
and 1999. 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-26
<PAGE>

...............................................................
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 you and your spouse are under age 70 1/2, you
and your spouse may be able to make annual IRA contributions of up to $4,000
($2,000 each) to two IRAs, one in your name and one in your spouse's. Neither
can exceed $2,000, nor can it exceed your joint compensation.

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); (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; (4) made after December 31,
1996 to pay deductible medical expenses; or (5) made after December 31, 1996 to
enable certain unemployed persons to pay medical insurance premiums. 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 calculation
of these withdrawals. Other complex rules apply to how rapidly withdrawals must
be made after your death. Generally, if you die before the required withdrawals
have begun, we must make payment of your entire interest within five years of
the year in which you died or begin payments under an income annuity allowed by
the Code to your beneficiary over his or her lifetime or over a period not be-
yond your beneficiary's life expectancy starting by the December 31 of the year
following the year in which you die. If your spouse is your beneficiary, and,
if your Contract permits, payments may be made over your spouse's lifetime or
over a period not beyond your spouse's life expectancy starting by the December
31 of the year in which you would have reached age 70 1/2, if later. If 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 with-
drawal has begun, payments must continue to be made at least as rapidly as un-
der 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 indi-
vidual retirement arrangement you own and to withdraw this amount in total from
any one or more of the individual retirement 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. An employer is not permitted to establish a salary reduction
SEP plan ("SARSEP") after December 31, 1996. However, you may make
contributions, in accordance with your plan's provisions, to your existing
SARSEP contract if your employer's SARSEP plan was established prior to January
1, 1997.

SIMPLE IRAs. If an employer has no more than 100 employees (who earn at least
$5,000) and the SIMPLE IRA is the exclusive tax-qualified plan of the employer,
employees may make contributions on a before-tax basis of up to $6,000 (subject
to indexing) and the employer must generally match employee contributions
dollar-for-dollar up to 3% of compensation. Under certain circumstances, the
employer can elect to

A-PPA-27
<PAGE>

...............................................................
make a lesser matching contribution or make a contribution equal to 2% of
compensation for all eligible employees. SIMPLE IRAs are exempt from complex
nondiscrimination, top-heavy and reporting rules. Once a contribution is made,
you (not the employer) have all rights to it. Once contributions are made
under these SIMPLE IRA rules, your SIMPLE IRA generally operates as if it were
an IRA purchased by you under the IRA rules discussed above. (However, the tax
penalty for early withdrawals is generally increased for withdrawals within
the first two years of an employee's participating in the SIMPLE IRA.)

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.

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.

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 of your death. If your spouse is your beneficiary
or a co-owner of the Non-Qualified Contract, this rule does not apply. If you
die after income payments begin, payments must continue to be made at least as
rapidly as before your death in accordance with the income type selected.

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

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

A-PPA-28
<PAGE>

...............................................................
to have no withholding. The rate of withholding is as determined by the Code
at the time of payment.

Income payments that are allowed before you are age 59 1/2 are generally
subject to an additional 10% tax penalty on the taxable portion of the income
payment. Under a SIMPLE IRA, the tax penalty is increased to 25% for
withdrawals during the first two years of an employee's participation in the
SIMPLE IRA. 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 as your beneficiary; or (4)
under a Non-Qualified Income Annuity purchased with a single purchase payment
which provides for substantially equal payments (to be made not less
frequently than annually) commencing no later than one year from the purchase
date. For IRAs, SIMPLE IRAs and SEPs, the 10% tax penalty will not apply to
income payments made after December 31, 1996 to pay deductible medical
expenses, or made after December 31, 1996 to enable certain unemployed persons
to pay medical insurance premiums. 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 include (S)403(a) plans, (S)403(b) arrangements, individual
retirement arrangements, SIMPLE IRAs, SEPs and tax-qualified pension and
profit sharing plans) exceeds $160,000 (for 1997), a penalty tax of 15% in
addition to ordinary income taxes is imposed on the excess. However, the 15%
penalty tax is suspended during the calendar years 1997, 1998 and 1999. 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.

You must generally begin receiving distributions under the IRA, SIMPLE IRA,
and SEP Income Annuities 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-29
<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.............................. 13
Financial Statements of MetLife........................................... 31
</TABLE>

A-PPA-30
<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>
NON-QUALIFIED
TSA CONTRACTS IRA, SIMPLE IRA AND KEOGH AND 403(A) PEDC CONTRACTS CONTRACTS AND
AND INCOME SEP CONTRACTS AND CONTRACTS AND AND INCOME INCOME
ANNUITIES INCOME 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, SIMPLE IRA and SEP 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, SIMPLE
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-31
<PAGE>

INDEX
<TABLE>
<CAPTION>
A-PPA
<S> <C>
ACCOUNT BALANCE................................................ 6
ACCUMULATION UNIT VALUES....................................... 7-8
Calculation................................................... 13
ANNUAL CONTRACT FEE............................................ 4, 6, 15
ANNUITY TAXES ................................................. 15
ANNUITY UNITS.................................................. 19
ASSUMED INVESTMENT RATE........................................ 19
AUTOMATIC PAYROLL DEDUCTION.................................... 12
AVERAGE ANNUAL TOTAL RETURN.................................... 24
CANCELLATION................................................... 22
CHANGE IN ACCUMULATION UNIT VALUE.............................. 24
CHANGE IN ANNUITY UNIT VALUE................................... 24
CHECK-O-MATIC.................................................. 12, 22
COMMISSION..................................................... 24
CONFIRMATION................................................... 22
CONTRACTS...................................................... 1, 6, 10
CONTRACT YEAR.................................................. 14, 15
DEATH BENEFIT.................................................. 6, 17
DESIGNATED OFFICE.............................................. 12
DIVIDENDS...................................................... 10
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD).................. 4, 6, 14
EQUALIZER SM .................................................. 25
EQUITY GENERATOR SM ........................................... 16, 24, 25
ERISA.......................................................... 22
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES....................... 6, 16-17
Certain Purchase Payments..................................... 16
Death......................................................... 16
Federal Taxes................................................. 16
Free Corridor................................................. 16
Free Look..................................................... 16
Income Annuity................................................ 16
Transfers..................................................... 16
Transfers from other MetLife Contracts........................ 16
Nursing Home or Terminal Illness.............................. 17
EXPERIENCE FACTOR.............................................. 13
FIXED INCOME OPTION............................................ 17
FREE CORRIDOR.................................................. 16
FREE LOOK...................................................... 16
GENERAL ADMINISTRATIVE EXPENSES CHARGE......................... 4, 6, 15
INCOME ANNUITIES............................................... 1, 6, 17, 18-20
Administration................................................ 18
Annuity Unit Value............................................ 19
Annuity Taxes................................................. 20
Assumed Investment Rate....................................... 19
Contract Fee.................................................. 20
Free Look..................................................... 21
General Administrative Expenses Charge........................ 20
Income Types.................................................. 20
Investment Choices............................................ 18
Mortality and Expense Risk Charge............................. 20
Income for Two Lives Annuity.................................. 20
Income for Two Lives with a Guaranteed Period Annuity......... 20
</TABLE>

A-PPA-32
<PAGE>

<TABLE>
<CAPTION>
A-PPA
<S> <C>
Income for Two Lives with Refund Annuity.................. 20
Your Lifetime Annuity..................................... 20
Your Lifetime with a Guaranteed Period Annuity............ 20
Your Lifetime with a Refund Annuity....................... 20
Income for a Guaranteed Period Annuity.................... 20
Purchase Payment.......................................... 18
Transfers................................................. 19-20
Taxes..................................................... 28-29
Valuation Period.......................................... 19
INCOME OPTIONS.............................................. 17
Fixed Income Option....................................... 17
Variable Income Option.................................... 17
INDIVIDUAL RETIREMENT ANNUITY CONTRACTS..................... 1, 10, 12, 14, 18,
26, 27, 28, 29, 31
INVESTMENT CHOICES.......................................... 4, 6, 10, 11
GFM International Stock Portfolio......................... 1, 4, 11
Janus Mid Cap Portfolio................................... 1, 4, 11
Loomis Sayles High Yield Bond Portfolio................... 1, 4, 11
MetLife Stock Index Portfolio............................. 1, 4, 11
T. Rowe Price Small Cap Growth Portfolio.................. 1, 4, 11
Scudder Global Equity Portfolio........................... 1, 4, 11
State Street Research Aggressive Growth Portfolio......... 1, 4, 11
State Street Research Diversified Portfolio............... 1, 4, 11
State Street Research Growth Portfolio.................... 1, 4, 11
State Street Research Income Portfolio.................... 1, 4, 10
MANAGEMENT FEES............................................. 4, 11, 12
MORTALITY AND EXPENSE RISK CHARGE........................... 4
NON-QUALIFIED CONTRACT...................................... 1, 10, 12, 18, 26,
28, 29, 31
NURSING HOME OR TERMINAL ILLNESS............................ 17
PERFORMANCE................................................. 24
PURCHASE PAYMENTS (CONTRIBUTIONS)........................... 6, 12
REBALANCER SM (withdrawals and transfers)................... 14
SALES LOAD.................................................. 4, 14, 15
SALES REPRESENTATIVES....................................... 24
SEPARATE ACCOUNT............................................ 6, 9
SIMPLIFIED EMPLOYEE PENSION CONTRACT........................ 1, 10, 14, 18, 26,
27, 29, 31
SUMMARY..................................................... 6
SYSTEMATIC WITHDRAWAL INCOME PROGRAM........................ 14, 15, 22, 27
TAXES....................................................... 6, 15, 20, 26-29
General--all markets...................................... 26, 28, 29
IRA Contracts............................................. 26-27, 28, 29
Non-Qualified Contracts................................... 26, 28, 29
SEP Contracts............................................. 27, 29
SIMPLE IRAs............................................... 26, 27, 28, 29
TELEPHONE REQUESTS.......................................... 14
TOTAL OPERATING EXPENSES.................................... 4
TRANSFERS................................................... 6, 14
VALUATION PERIOD............................................ 13, 19
VOTING RIGHTS............................................... 23-24
WITHDRAWALS................................................. 14
YIELD....................................................... 24
</TABLE>

A-PPA-33
<PAGE>

REQUEST FOR A STATEMENT OF ADDITIONAL
INFORMATION/CHANGE OF ADDRESS

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

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

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

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

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

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

- --------------------------------------------------------------------------------
Bulk
Rate
U.S.
Postage
Paid
Rutland,
VT
Metropolitan Life Insurance Company Permit
220
Johnstown Office--PO Box 1407

Johnstown, PA 15907-1407

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

PROFILE

Preference Plus(R) Account
Profile
- --------------------------------------------------------------------------------
May 1, 1997

Preference Plus
Profile

[LOGO] MetLife
Retirement & Savings Center
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E
PROFILE OF THE PREFERENCE PLUS(R) ACCOUNT DEFERRED GROUP AND INDIVIDUAL TAX
SHELTERED ANNUITIES ("TSAS"), QUALIFIED ANNUITY PLANS UNDER SECTION 403(A) OF
THE INTERNAL REVENUE CODE, PUBLIC EMPLOYEE DEFERRED COMPENSATION ("PEDC") AND
KEOGH VARIABLE ANNUITY CONTRACTS ("CONTRACTS")
................................................................................

This Profile is a summary of the more important points that you should know and
consider before purchasing a Contract or investing under a Contract. The Con-
tracts are more fully described in the full prospectus which accompanies this
Profile. Please read the prospectus carefully.

1. THE ANNUITY CONTRACT

After you or your employer or the trustee makes the first purchase payment
on your behalf, an account is set up for you under the Contract. You will
receive a contract which is a legal agreement between you and Metropolitan
Life Insurance Company (MetLife) or a certificate which summarizes the
relevant provisions of a group contract between MetLife and the employer
or trustee. (If you invest under the PEDC Contract or most Keogh Con-
tracts, only your employer or the trustee will receive a Contract. In
these situations you do not receive a certificate.) If purchase payments
are made under a retirement plan, the Contract may provide that all or
some of your rights described in this Profile are subject to the terms of
the plan. The Contract consists of two phases: the accumulation or "pay-
in" phase and the annuity or "pay-out" phase. By making one or more pur-
chase payments, you accumulate money in your account during the pay-in
phase. MetLife will hold your money and credit any investment returns as
long as the money remains in your account. The pay-out phase begins when
you either take all of your money out of the account or elect to receive
"income" payments that MetLife makes using the money from your account.
The number and the amount of the income payments you receive depend on the
pay-out option you choose and the amount used to provide your income pay-
ments.

2. ANNUITY PAYMENTS

3. PURCHASE

You, your employer or other group purchaser or the trustee of a retirement
plan can purchase a contract through your MetLife representative or a rep-
resentative of other firms MetLife has selected. You must indicate that
you want to invest under a contract by filling out the appropriate forms.
<PAGE>

There is no minimum purchase payment amount. (MetLife may cancel the con-
tract or certificate if the account value falls below certain minimums.)
You can put more money in your account, but MetLife may reject purchase
payments over $500,000.

WHO SHOULD INVEST? This investment is appropriate for individuals saving
for retirement. Because purchase payments are made under qualified retire-
ment plans or arrangements, all purchase payments are made on a tax-de-
ductible or pre-tax basis.

4. INVESTMENT OPTIONS

The investment options are:

. Income . Loomis Sayles High Yield Bond
. Diversified . Aggressive Growth
. Calvert Responsibly
Invested Balanced
. T. Rowe Price Small Cap Growth
. Stock Index . Scudder Global Equity
. Growth . International Stock
. Janus Mid Cap

Money in the investment options is invested in the Metropolitan Series
Fund, Inc. or the Acacia Capital Corporation, underlying mutual funds that
invest in stocks, bonds and other investments. Not all options are avail-
able in all states or under all Contracts.

5. EXPENSES

There are two types of charges you pay while you have money in an invest-
ment option. The first is an insurance-related charge that on an annual
basis will not exceed 1.25% of the average daily value of the amount you
have in each investment option. This charge is used to pay MetLife for
general administrative expenses and for mortality and expense risks of the
Contract. MetLife guarantees that the insurance-related charge will never
increase while you have a contract or certificate. The second charge is
investment-related. It pays the investment manager for managing amounts in
the investment options and pays for investment operating expenses. For the
Income, Diversified, Stock Index, Growth, Aggressive Growth, International
Stock and Calvert Responsibly Invested Balanced investment options, the
investment-related charges are expected to range on an annual basis from
.30% to .97% of the average daily value of the amount you have in an in-
vestment option, depending on the options you select. For the Loomis
Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth and
Scudder Global Equity investment options, which commenced operations on
March 3, 1997, these investment-related charges for the year ending Decem-
ber 31, 1997 are estimated to range from .75% to .95% of the average daily
value of the amount you have in an investment option, depending on the op-
tions you select.

DURING PURCHASE
PAYMENT/CONTRACT YEAR

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

There are no annual Contract charges. (There is a $20 charge applied
against any amounts in the Fixed Interest Account only if your account
value is less than $10,000 or if you fail to make purchase payments during
the year for all Contracts, except the Keogh Contract. The Keogh Contract
with individual participant record-keeping has the $20 charge applied
against any amounts in the Fixed Interest Account; the Keogh Contract with
no individual participant record-keeping has no such charge. There is no
charge for certain TSA Contracts.)

PROFILE 2
<PAGE>

The table below summarizes the Contract expenses described on the previous
page for the year ending December 31, 1996, restated for proposed manage-
ment fee revisions expected to take effect August 1, 1997 for the Income,
Diversified, Growth, Aggressive Growth and International Stock investment
options, restated for expected increase in transfer agency expenses for
the Calvert Responsibly Invested Balanced investment option, or estimated
for the year ending December 31, 1997 for the Loomis Sayles High Yield
Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Eq-
uity investment options.

. The first two columns are the insurance-related and investment-re-
lated charges per investment option and the third column is the to-
tal.

. These examples also assume a 5% investment return each year and that
10% of the account value is free of withdrawal charges. The table as-
sumes that annuity taxes are 0%.

<TABLE>
<CAPTION>
TOTAL ANNUAL TOTAL ANNUAL TOTAL ANNUAL EXAMPLES: TOTAL
INSURANCE INVESTMENT- CHARGES ANNUAL EXPENSES
CHARGE RELATED CHARGES AS OF THE END OF
INVESTMENT
OPTION 1 YEAR 10 YEARS
................................................................................
<S> <C> <C> <C> <C> <C>
Income 1.25% .40% 1.65% $80 $197
Diversified 1.25% .50% 1.75% $81 $207
Calvert Responsibly 1.25% .84% 2.09% $84 $244
Invested Balanced
Stock Index 1.25% .30% 1.55% $79 $186
Growth 1.25% .55% 1.80% $81 $213
Janus Mid Cap 1.25% .95% 2.20% $85 N/A
Loomis Sayles High Yield
Bond 1.25% .90% 2.15% $85 N/A
Aggressive Growth 1.25% .75% 2.00% $83 $235
T. Rowe Price Small Cap
Growth 1.25% .75% 2.00% $83 N/A
Scudder Global Equity 1.25% .82% 2.07% $84 N/A
International Stock 1.25% .97% 2.22% $86 $258
</TABLE>

The total annual investment-related charges column reflects all expense
reimbursements and fee waiver arrangements.

The complete Table of Expenses can be found in the prospectus for the Con-
tracts.

6. TAXES

Generally, you will not be taxed until you make a withdrawal from your ac-
count. All withdrawals are subject to ordinary income taxes. Generally,
tax law prohibits most payments from TSAs before age 59 1/2. Distributions
under a PEDC arrangement are not available until the earlier of (1) the
year you reach 70 1/2; (2) the year you separate from service; or (3) the
year you are faced with an unforeseeable emergency. If you take money out
of your account under a TSA, Keogh plan, or 403(a) annuity before age 59
1/2, you may also have to pay a 10% Federal income tax penalty.

7. ACCESS TO YOUR MONEY

When you want to take money out of your account, you may request a with-
drawal of at least $500 or your account value, if less. Withdrawals are
restricted for TSA Contracts and Texas Optional Retirement Program partic-
ipants. A withdrawal charge of 7% that declines to zero over a seven year
period applies to each purchase payment and may be deducted from your ac-
count. The amount of the withdrawal charge depends upon how long the with-
drawn purchase payments were in your account. Whether or not a contract
withdrawal charge applies, withdrawals may be subject to income taxes, as
well as to a 10% tax penalty if you are age 59 1/2 or less.

PROFILE 3
<PAGE>

You do not pay a contract withdrawal charge if:

A. The withdrawal is up to 10% or 20% (depending on the Contract) of
the value of your account. For the TSA Contract and the Keogh Con-
tract with no individual participant recordkeeping, this percentage
may be taken in an unlimited number of partial withdrawals during
the contract year. For all others, it applies only to the first
withdrawal during the contract year.

B. The amount withdrawn is from purchase payments made over seven years
ago.

C. You elect to purchase a lifetime income option or an income that
will be paid for at least five years without the right to cancel the
payment method.

D. You die during the pay-in phase of the Contract.

E. You notify us in writing that you want to cancel the Contract within
10 days of receipt of your Contract. (Your rights to cancel may vary
in some states.)

F. The withdrawal is required to avoid Federal income tax penalties or
to satisfy Federal income tax rules or Department of Labor regula-
tions that apply to the Contract.

G. You are disabled as defined by Federal Social Security law or as de-
fined in the plan.

H. A total withdrawal is taken in annual installments over five years.
(Certain Keogh and TSA Contracts only.)

I. You retire or terminate employment under certain circumstances. Min-
imum contract participation requirements may apply. Withdrawal
charges may apply to amounts transferred into contracts from other
investment vehicles on a tax-free basis.

J. The TSA or Keogh plan terminates and is rolled over into another an-
nuity contract MetLife issues.

K. You suffer a hardship. (Certain Keogh, PEDC and TSA Contracts only.)

L. You make a direct transfer out of a Keogh Contract to another in-
vestment that MetLife has preapproved or you are a restricted par-
ticipant under the Keogh Contract and you roll over your account to
another MetLife contract.

Transfers from certain MetLife contracts "rolled over" to these Contracts
have different withdrawal charges.

8. PERFORMANCE HISTORY

The following chart shows the percentage change in unit values (total
return) for the investment options for certain time periods. (Unit values
are the bookkeeping measure MetLife uses to track account values.) The
unit values reflect the insurance-related charges and investment-related
charges. The total return history below does not reflect withdrawal
charges. If they were included, the total return figures would have been
lower. Past performance does not guarantee future results.

<TABLE>
<CAPTION>
INVESTMENT OPTION 1/1/91- 1/1/92- 1/1/93- 1/1/94- 1/1/95- 1/1/96-
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
................................................................................
<S> <C> <C> <C> <C> <C> <C>
Income 15.94% 5.61% 9.94% -4.34% 18.10% 2.30%
Diversified 23.42% 8.09% 11.42% -4.24% 25.46% 13.06%
Calvert Responsibly
Invested Balanced 14.37% 6.28% 6.61% -4.38% 28.15% 11.19%
Stock Index 28.11% 6.11% 8.21% -0.07% 35.18% 21.11%
Growth 31.48% 10.25% 12.98% -4.47% 31.48% 20.67%
Aggressive Growth 64.38% 9.00% 21.09% -3.11% 27.93% 6.35%
International Stock -11.31% 46.01% 3.71% -0.42% -2.96%
</TABLE>

PROFILE 4
<PAGE>

9. DEATH BENEFIT

If you or the person whose life determines when income payments are to be
made, if different, die before the pay-out phase begins, MetLife will pay
a death benefit that equals the greatest of: (1) your account value, (2)
your highest account value on December 31 of any fifth anniversary of your
purchase of the contract, less any later withdrawals and fees and (3) the
total of all purchase payments you made less withdrawals. In all cases,
the death benefit would also be reduced by outstanding loans. The amount
of the death benefit for the Keogh Contract with individual participant
record-keeping is deemed to be the account value under your plan. There is
no death benefit for the Keogh Contract with no individual participant
record-keeping.

10. OTHER INFORMATION

A. All the Contracts described in this Profile are group contracts ex-
cept for the TSA and Keogh Contracts which may be either group or
individual.

B. Metropolitan's Easy Telephone Service: Account information is avail-
able 24 hours a day on our toll-free line. Requests may also be made
during business hours.

C. Payroll deduction: You may be able to make purchase payments conve-
niently by authorizing deductions from your salary.

THE EQUITY GENERATOR SM: An amount equal to the interest earned
in the Fixed Interest Account is transferred monthly to the Stock
Index or Aggressive Growth investment option.

The strategies are not available under all Contracts.

11. INQUIRIES

Please contact MetLife at:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Attention: Retirement & Savings Center
1-800-553-4459

PROFILE 5
<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

[GRAPHIC]

May 1, 1997

[LOGO]MetLife(R)
<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, 1997.
<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-14
WITHDRAWALS AND TRANSFERS............................................ B-PPA-15
DEDUCTIONS AND CHARGES............................................... B-PPA-16
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. B-PPA-18
DEATH BENEFIT........................................................ B-PPA-20
INCOME OPTIONS....................................................... B-PPA-20
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... B-PPA-21
ADMINISTRATION....................................................... B-PPA-21
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... B-PPA-22
TRANSFERS............................................................ B-PPA-22
DEDUCTIONS AND CHARGES............................................... B-PPA-23
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS.................. B-PPA-25
TAXES.................................................................. B-PPA-29
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... B-PPA-34
APPENDIX............................................................... B-PPA-35
INDEX.................................................................. B-PPA-36
</TABLE>

B-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ B-PPA- 6
Accumulation Units..................................................... B-PPA-14
Annuity Units.......................................................... B-PPA-22
Assumed Investment Rate................................................ B-PPA-22
Contract Year.......................................................... B-PPA-14
Contracts.............................................................. B-PPA- 1
Designated Office...................................................... B-PPA-13
Early Withdrawal Charge................................................ B-PPA-17
Experience Factor...................................................... B-PPA-15
Free Corridor.......................................................... B-PPA-18
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-18
Systematic Withdrawal Income Program................................... B-PPA-16
Valuation Period....................................................... B-PPA-15
</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,
1996:

<TABLE>
<CAPTION>
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(I)
(as a percentage of average net assets)
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
.71 .13 .84
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE
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............................. $80 $ 97 $117 $197
Diversified Division........................ 81 100 122 207
Stock Index Division........................ 79 94 111 186
Growth Division............................. 81 101 125 213
Janus Mid Cap Division...................... 85 114 -- --
Loomis Sayles High Yield Bond Division...... 85 113 -- --
Aggressive Growth Division.................. 83 108 135 235
T. Rowe Price Small Cap Growth Division..... 83 108 -- --
Scudder Global Equity Division.............. 84 110 -- --
International Stock Division................ 86 115 147 258
Calvert Responsibly Invested Balanced Divi-
sion....................................... 84 111 140 244
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(j):
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............................. $17 $ 53 $ 91 $197
Diversified Division........................ 18 56 96 207
</TABLE>

B-PPA-4
<PAGE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Stock Index Division........................ 16 49 85 186
Growth Division............................. 18 57 98 213
Janus Mid Cap Division...................... 23 70 -- --
Loomis Sayles High Yield Bond Division...... 22 68 -- --
Aggressive Growth Division.................. 21 63 109 235
T. Rowe Price Small Cap Growth Division..... 21 63 -- --
Scudder Global Equity Division.............. 21 66 -- --
International Stock Division................ 23 70 120 258
Calvert Responsibly Invested Balanced Divi-
sion....................................... 21 66 113 244
</TABLE>
- -------
(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-
23).
(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) Reflects 1996 fees and expenses, restated for proposed management fee
revisions expected to take effect August 1, 1997.
(f) The Portfolios commenced operations on March 3, 1997. Management fees and
other expenses for these Portfolios are estimated amounts for the year
ending December 31, 1997. MetLife has agreed to bear all expenses (other
than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses) in excess of .20% of the average
net assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price
Small Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios until
a Portfolio's total net assets are at least $100 million, or until March
2, 1999, whichever is earlier. The marginal rate of the investment
management fee for the T. Rowe Price Small Cap, Janus Mid Cap and Scudder
Global Equity Portfolios will decrease when the dollar amount in each
respective Portfolio reaches certain threshold amounts.
(g) MetLife has agreed to waive a portion of its investment management fee for
the Scudder Global Equity Portfolio during the first year of the
Portfolio's operations. The waiver of investment management fees during
the first six months of the Portfolio's operations will be equal to .35%
of the average daily value of the aggregate net assets of the Portfolio up
to $50 million, .175% of such assets on the next $50 million, .15% of such
assets on the next $400 million and .1375% of such assets on amounts in
excess of $500 million. During the second six months of the Portfolio's
operations such waiver of the investment management fee will be equal to
.175% of assets up to $50 million, .0875% of assets on the next $50
million, .075% of assets on the next $400 million and .06875% of such
assets in excess of $500 million. Absent MetLife's waiver of its
investment management fee, we estimate that the management fee and other
expenses for the Scudder Global Equity Portfolio would be .84% and .20%,
respectively, for a total of 1.04%.
(h) It is expected that State Street Research & Management Company ("State
Street Research") will become the sub-investment manager with respect to
the GFM International Stock Portfolio on August 1, 1997. GFM International
Investors Limited ("GFM") will become the sub-sub-investment manager and
will continue to have day-to-day investment responsibility for the GFM
International Stock Portfolio. In the event this change takes place, the
name of the Portfolio will change to the State Street Research
International Stock Portfolio as of August 1, 1997.
(i) 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. The figures
are based on expenses for fiscal year 1996, and have been restated to
reflect an increase in transfer agency expenses of 0.03% for the Portfolio
expected to be incurred in 1997. "Other Expenses" reflects an indirect
fee. Net fund operating expenses after reductions for fees paid indirectly
(again, restated) would be 0.81% for the Portfolio.
(j) 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-18).

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-21. "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 or trustee 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-14, 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-11-12. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN THE
BACK OF THIS PROSPECTUS AND THE CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
PROSPECTUS, WHICH IS DELIVERED SEPARATELY.

TAXES (PAGES B-PPA-29-33)

PURCHASE PAYMENTS; TRANSFERS (PAGES B-PPA-13; B-PPA-15-16)

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

DEDUCTIONS AND CHARGES (PAGES B-PPA-16-18)

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-18-20)

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 (PAGE B-PPA-20)

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-21)

B-PPA-7
<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 1996 $16.12 $16.49 16,604
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 1996 17.00 19.22 52,053
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 1996 18.52 22.43 43,141
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 1996 17.71 21.37 49,644
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 1996 22.35 23.77 43,962
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 1996 14.19 13.77 17,780
Division 1995 14.25 14.19 17,553
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 1996 16.80 18.68 995
Invested Bal-
anced 1995 13.11 16.80 787
Division 1994 13.71 13.11 630
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>

B-PPA-8
<PAGE>

PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

(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. If approved in
your state, the Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price
Small Cap Growth, and Scudder Global Equity Divisions are also available. 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. Except for the Janus Mid Cap and Calvert Responsibly Invested
Balanced Portfolios, each fund is "diversified" under the 1940 Act. Each divi-
sion invests in shares of a comparably named portfolio.

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

B-PPA-11
<PAGE>

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

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

GFM 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.

The above fees do not reflect proposed investment management fee revisions
expected to take effect August 1, 1997, for the State Street Research Growth,
State Street Research Income, State Street Research Diversified, State Street
Research Aggressive Growth Portfolios and the GFM International Stock
Portfolio. The Table of Expenses in this Prospectus indicates the 1996 fees
and expenses restated for these proposed fee revisions.

B-PPA-12
<PAGE>

...............................................................
Mid Cap Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .75% of the average daily value of the aggregate net assets of
the Portfolio up to $100 million, .70% of such assets on the next $400 million
and .65% of such assets on amounts in excess of $500 million. Janus Capital
Corporation is the sub-investment manager for the Janus Mid Cap Portfolio. For
providing investment management services to the T. Rowe Price Small Cap Growth
Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .55% of the average daily value of the aggregate net assets of the
Portfolio up to $100 million, .50% of such assets on the next $300 million and
.45% of such assets in excess of $400 million. T. Rowe Price Associates, Inc.
is the sub-investment manager for the T. Rowe Price Small Cap Growth
Portfolio.

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
pays 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.

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

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

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

B-PPA-13
<PAGE>

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

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. (For certain Contracts, 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.) For other Contracts the Contract Year is twelve months.
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?

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

B-PPA-14
<PAGE>

...............................................................
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 using the net asset value per share of the underlying
portfolio. The net asset value includes the per share amount of any dividend or
capital gain distribution paid by the portfolio during the current Valuation
Period, and subtracts 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 factor 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.

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. For example, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
1.05, the new accumulation unit value is $12.60 ($12.00 X 1.05). On the other
hand, if the last previously calculated accumulation unit value is $12.00 and
the experience factor for the period was .95, the new accumulation unit value
is $11.40 ($12.00X.95).

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 and we may require that this
request be made on the form we provide for this purpose. 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.

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

B-PPA-15
<PAGE>

...............................................................
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-30-31.

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. In the year in which you initiate SWIP payments, the amount or
percentage you elect to receive is divided by the number of months remaining
in your Contract Year. Thereafter, the SWIP payment will be based on a
complete Contract Year. Each SWIP payment must be at least $50. You should
allow approximately 10 days for processing your request. If we do not receive
the request at least 10 days in advance of the SWIP payment start date, we
will process your first SWIP payment the following month. If you do not
specify a payment date, payments will commence 30 days from the date we
receive your request. 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. The change will be effective
for the first SWIP payment for the following Contract Year. Requests for such
changes must be made at least 30 days prior to the Contract Year 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 "Exemptions from Early Withdrawal Charges."

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

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.)

B-PPA-16
<PAGE>

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

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.

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?" on B-
PPA-14.)

During 1996, these charges were $62,951,547 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-35.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

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

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

Except as described in the following paragraph, for the Contracts, withdrawal
charges are imposed on

B-PPA-17
<PAGE>

...............................................................
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-
29-33. 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.

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
Optional Retirement Program, and (c) for certain other TSA Contracts, a total
withdrawal ("Systematic Termination") that is paid in annual installments of
(1) 20% of your Account Balance upon receipt of your

B-PPA-18
<PAGE>

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

(c) For certain TSA Contracts, if you retired before the TSA Contract is
purchased (including amounts transferred into the TSA Contract from other
investment vehicles on a tax free basis plus earnings on such amounts).

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.

For certain TSA Contracts, if you separated from service before the TSA
Contract is purchased (including amounts transferred into the TSA Contract
from other investment vehicles on a tax free basis plus earnings on such
amounts).

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:

B-PPA-19
<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.

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 either to the PEDC trustee, 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-20
<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.

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 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, International Stock
Divisions, and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions
described earlier in Section 1 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. In some states, you may be limited
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 a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (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

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

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?

Three persons figure in the description below: the owner of the Income
Annuity (the person with all rights under the contract including the right to
direct who receives payments), the annuitant (the person whose life is the
measure for determining the timing and sometimes the amount of income payments)
and the beneficiary (the person who may receive benefits if no annuitants or
owners are living).

Your Lifetime Annuity--A variable income payable during the annuitant's life.

Income for a Guaranteed Period Annuity--A variable income payable for a
guarantee period (5-30

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...............................................................
years). Payments cease at the end of the guarantee period (which is often
called a "term certain" period) even if the annuitant is still alive. If the
annuitant dies prior to the end of the guarantee period, payments are made to
the owner of the annuity (or to the beneficiary if the owner dies before the
end of the guarantee period) 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 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
identity of the designated beneficiary and 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, your plan may provide for distribution of your entire
interest in a lump sum without spousal consent.

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?

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

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

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.

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<PAGE>

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

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?

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<PAGE>

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

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, the Standard & Poor's 400 Index, the
Standard & Poor's 600 Index, Lehman Brothers Government/Corporate Bond Index,
the Merrill Lynch High Yield Bond Index, The Morgan Stanley Capital
International All Country World 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," an amount equal to the interest earned during a
specified interval (i.e., monthly, quarterly) 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-28
<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 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 during the participant's lifetime 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 and Regulations thereunder 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.

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<PAGE>

...............................................................
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 (which includes (S)403(a) plans, (S)403(b) arrangements,
individual retirement arrangements, SEPs, SIMPLE IRAs and tax-qualified
pension and profit sharing plans) exceeds $160,000 (for 1997), an additional
penalty tax of 15% in addition to ordinary income tax is imposed on the
excess. However, the 15% penalty tax is suspended for distributions received
during the calendar years 1997, 1998 and 1999.

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 may be 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
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; (5) made to you on account of deductible medical
expenses (whether or not you actually itemize deductions); (6) made to an
"alternate payee" under a "qualified domestic relations order" (normally a
spouse or ex-spouse); (7) of excess matching employer contributions made to
eliminate discrimination under the Code; or (8) timely made to reduce an
elective deferral as allowed by the Code. 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, if later, 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 or make any modifications to your SWIP payments.

Withdrawals may be transferred to another (S)403(b) funding vehicle or (for
eligible rollover distributions) to an IRA without Federal tax consequences if
Code requirements are met. Your Contract is not forfeitable and you may not
transfer it. Generally, for taxable years after 1996, if you do not have a 5%
or more ownership interest in your employer, your entire interest in the
Contract must be withdrawn or begin to be withdrawn by April 1 of the calendar
year following the later of: the year in which you reach age 70 1/2 or, to the
extent permitted under your plan or contract, the year in which you retire. 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 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, payments may be made over your spouse's lifetime or over a period
not beyond your spouse's life expectancy starting by the December 31 of

B-PPA-30
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...............................................................
the year in which you would have reached age 70 1/2, if later. If you die after
income payments begin, payments must continue to be made at least as rapidly as
under the method of distribution that was used as of the date of your death. If
your Contract is subject to the Retirement Equity Act, your spouse has certain
rights which may be waived with the written consent of your spouse. The IRS
allows you to aggregate the amount required to be withdrawn from each TSA
contract you own and to withdraw this amount in total from any one or more of
the TSA contracts you own.

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, for taxable years
after 1996, if you do not have a 5% or more ownership interest in your
employer, 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 later of: the year in which you reach age 70 1/2 or, to the
extent permitted under your plan or contract, the year you retire. 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.
Designating a beneficiary other than your spouse is considered a waiver.
Waiving these requirements may 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. A PEDC
plan maintained by a State or local government must be held in trust (or
custodial account or annuity contract) for the exclusive benefit of plan
participants and their beneficiaries. However, for state or local government
plans in existence on August 20, 1996, these requirements do not have to be met
prior to January 1, 1999. Plan benefit deferrals, contributions and all income
attributable to such amounts under PEDC plans, other than those maintained by a
State or local government as described above, 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. Amounts will not be
treated as "made available" under these rules if (i) an election to defer
commencement of a distribution is made by the participant and such election
meets certain requirements, or (ii) the total amount payable is $3,500 or less
and certain other requirements are met.

B-PPA-31
<PAGE>

...............................................................
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, and generally distributions may not
exceed 15 years.

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, for taxable years after 1996, if
you do not have a 5% or more ownership interest in your employer, 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 later of: the year
in which you reach age 70 1/2 or, to the extent permitted under your plan or
contract, the year you retire. Also, if you die before required withdrawals
have begun, the entire interest in the plan generally must be paid within five
years of the year in which you died. The minimum distribution rules for 403(a)
Contracts are similar to those rules summarized above for TSAs.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

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

Under some circumstances certain 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 $160,000 (for 1997), a penalty tax of 15% in addition to
ordinary income taxes is imposed on the excess. However, the 15% penalty tax
is suspended for distributions received during calendar years 1997, 1998 and
1999. 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.

For taxable years after 1996, if you do not have a 5% or more ownership
interest in your employer, income

B-PPA-32
<PAGE>

...............................................................
payments under the TSA, Keogh, PEDC and 403(a) Income Annuities generally must
begin by April 1 of the year following the later of: the year in which you
reach age 70 1/2 or, to the extent permitted under your plan or contract, the
year you retire 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
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 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. 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. 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-33
<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.............................. 13
Financial Statements of MetLife........................................... 31
</TABLE>

B-PPA-34
<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, SIMPLE
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, SIMPLE IRA and SEP 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, SIMPLE
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%.

B-PPA-35
<PAGE>

INDEX
<TABLE>
<CAPTION>
B-PPA
<S> <C>
ACCOUNT BALANCE............................................. B-PPA-6
ACCUMULATION UNIT VALUES.................................... 8-9
Calculation............................................... 14-15
ANNUAL CONTRACT FEE......................................... 4, 6
ANNUITY TAXES............................................... 4, 6, 16
ANNUITY UNITS............................................... 17, 22
ASSUMED INVESTMENT RATE..................................... 22
AVERAGE ANNUAL TOTAL RETURN................................. 27
CALVERT BALANCED PORTFOLIO MANAGEMENT FEES.................. 4, 13
CALVERT BALANCED PORTFOLIO TOTAL OPERATING EXPENSES......... 4
CANCELLATION................................................ 25
CHANGE IN ACCUMULATION UNIT VALUE........................... 27
CHANGE IN ANNUITY UNIT VALUE................................ 27
COMMISSION.................................................. 27
CONFIRMATION................................................ 25
CONTRACTS................................................... 1, 6, 11
CONTRACT YEAR............................................... 14
DEATH BENEFIT............................................... 7, 20
DESIGNATED OFFICE........................................... 13
DISABILITY.................................................. 19
DIVIDENDS................................................... 11
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)............... 4, 6, 17-18
EQUALIZER SM................................................ 28
EQUITY GENERATOR SM ........................................ 18, 28
ERISA....................................................... 25
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES.................... 6, 18-20
Certain Purchase Payments................................. 18
Death..................................................... 18
Disability: Keogh, TSA, 403(a), PEDC Contracts............ 19
Federal Taxes............................................. 18
Free Corridor--All other Contracts........................ 18
Free Corridor--Unallocated Keogh Contract................. 18
Free Corridor--TSA and 403(a) Contracts................... 18
Free Look................................................. 18
Hardship.................................................. 19
Income Annuity............................................ 18
Plan Termination.......................................... 19
Preapproved Investment Vehicles........................... 19
Retirement................................................ 19
Separation from Service................................... 19
Systematic Termination.................................... 18
Transfers................................................. 18
Transfers from other MetLife Contracts.................... 19-20
EXPERIENCE FACTOR........................................... 15
FIXED INCOME OPTION......................................... 20
403(A) CONTRACT............................................. 1, 7, 11, 19, 20,
21, 29, 30, 32, 33
FREE CORRIDOR............................................... 18
FREE LOOK................................................... 18
GENERAL ADMINISTRATIVE EXPENSES CHARGE...................... 4, 6, 17
INCOME ANNUITIES ........................................... 1, 7, 21-24
Administration............................................ 21
Annuity Unit Value........................................ 22
Annuity Taxes............................................. 23
Assumed Investment Rate................................... 22
Contract Fee.............................................. 23
Free Look................................................. 24
General Administrative Expenses Charge.................... 23
Income Types.............................................. 23-24
Investment Choices........................................ 21
Mortality and Expense Risk Charge......................... 23
</TABLE>

B-PPA-36
<PAGE>

<TABLE>
<CAPTION>
B-PPA
<S> <C>
Income for Two Lives Annuity............................. 23
Income for Two Lives with a Guaranteed Period Annuity.... 23
Income for Two Lives with a Refund Annuity............... 23
Your Lifetime Annuity.................................... 23
Your Lifetime with a Guaranteed Period Annuity........... 23
Your Lifetime with Refund Annuity........................ 23
Income for a Guaranteed Period Annuity................... 23-24
Purchase Payment......................................... 21
Transfers................................................ 22-23
Taxes.................................................... 23, 32-33
Valuation Period......................................... 22
INCOME OPTIONS............................................. 20
Fixed Income Option...................................... 20
Variable Income Option................................... 20
INVESTMENT CHOICES......................................... 1, 4, 6, 11-12
Calvert Responsibly Invested Balanced Portfolio.......... 1, 4, 6, 11-12
GFM International Stock Portfolio........................ 1, 4, 12
Janus Mid Cap Portfolio.................................. 1, 4, 11, 12
Loomis Sayles High Yield Bond Portfolio.................. 1, 4, 11, 12
MetLife Stock Index Portfolio............................ 1, 4, 12
Scudder Global Equity Portfolio.......................... 1, 4, 12
State Street Research Aggressive Growth Portfolio........ 1, 4, 11, 12
State Street Research Diversified Portfolio.............. 1, 4, 11, 12
State Street Research Growth Portfolio................... 1, 4, 11, 12
State Street Research Income Portfolio................... 1, 4, 11, 12
T. Rowe Price Small Cap Growth Portfolio................. 1, 4, 11, 12
HARDSHIP................................................... 19
KEOGH CONTRACTS............................................ 1, 6, 7, 11, 14, 18-
22,
25-26, 29, 31-33
MANAGEMENT FEES............................................ 4, 12-13
MORTALITY AND EXPENSE RISK CHARGE.......................... 4, 6, 17
PEDC CONTRACT.............................................. 1, 6-7, 11, 14, 19-
21, 29, 31-33
PERFORMANCE................................................ 27-28
PLAN TERMINATION........................................... 19
PURCHASE PAYMENTS (CONTRIBUTIONS).......................... 6, 13-14
REBALANCER SM (WITHDRAWALS & TRANSFER)..................... 15
RETIREMENT................................................. 19
SALES LOAD................................................. 16-17
SALES REPRESENTATIVES...................................... 27-28
SEPARATE ACCOUNT........................................... 6, 10
SEPARATION FROM SERVICE.................................... 19
SUMMARY.................................................... 6
SYSTEMATIC TERMINATION..................................... 18
SYSTEMATIC WITHDRAWAL INCOME PROGRAM....................... 16, 25, 30
TAX-SHELTERED ANNUITY CONTRACT............................. 1, 7, 11, 14, 16-21,
25, 29, 30-33
TAXES...................................................... 6, 29-33
403(a) Contract.......................................... 32
General--all markets..................................... 29, 32
Keogh Contracts.......................................... 31
PEDC Contract............................................ 32
TSA Contracts............................................ 30-31
TELEPHONE REQUESTS......................................... 16
TEXAS OPTIONAL RETIREMENT PROGRAM.......................... 15
TOTAL OPERATING EXPENSES................................... 4
TRANSFERS.................................................. 6, 15
VALUATION PERIOD........................................... 15
VOTING RIGHTS.............................................. 26
WITHDRAWALS................................................ 6, 15
YIELD...................................................... 27
</TABLE>

B-PPA-37
<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:

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

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

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

- --------------------------------------------------------------------------------
Bulk
Rate
U.S.
Postage
Paid
[LOGO]MetLife(R) Rutland,
VT
Metropolitan Life Insurance Company Permit
220
Johnstown Office--PO Box 1407

Johnstown, PA 15907-1407

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

Preference Plus (R) Account Prospectus

Enhanced Contracts and Enhanced Income Annuities

[GRAPHIC]

May 1, 1997

[LOGO]MetLife(R)
<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.

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:
Alan DiMichele. Inquiries may be made to Metropolitan Life Insurance Company,
One Madison Avenue, New York, New York 10010, Attention: Retirement and
Savings Center; telephone number (800) 553-4459. The table of contents of the
Statement of Additional Information appears on page C-PPA-33.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1997.
<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-13
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT........... C-PPA-14
WITHDRAWALS AND TRANSFERS........................................... C-PPA-14
DEDUCTIONS AND CHARGES.............................................. C-PPA-16
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................ C-PPA-17
DEATH BENEFIT....................................................... C-PPA-19
INCOME OPTIONS...................................................... C-PPA-19
ENHANCED INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS................ C-PPA-20
ADMINISTRATION...................................................... C-PPA-20
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS................... C-PPA-21
TRANSFERS........................................................... C-PPA-21
DEDUCTIONS AND CHARGES.............................................. C-PPA-22
OTHER DEFERRED ENHANCED CONTRACT AND ENHANCED INCOME ANNUITY PROVI-
SIONS................................................................ C-PPA-24
TAXES................................................................. C-PPA-28
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......... C-PPA-33
APPENDIX.............................................................. C-PPA-34
INDEX................................................................. C-PPA-35
</TABLE>

C-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ C-PPA- 6
Accumulation Units..................................................... C-PPA-14
Annuity Units.......................................................... C-PPA-21
Assumed Investment Rate................................................ C-PPA-21
Contract Year.......................................................... C-PPA-13
Designated Office...................................................... C-PPA-13
Early Withdrawal Charge................................................ C-PPA-16
Enhanced Contracts..................................................... C-PPA- 1
Enhanced Income Annuities.............................................. C-PPA- 1
Experience Factor...................................................... C-PPA-14
Free Corridor.......................................................... C-PPA-17
Enhanced Preference Plus Contracts..................................... C-PPA- 1
Enhanced Preference Plus Income Annuities.............................. C-PPA- 1
Separate Account....................................................... C-PPA- 6
Systematic Termination................................................. C-PPA-18
Systematic Withdrawal Income Program................................... C-PPA-15
Valuation Period....................................................... C-PPA-14
</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, 1996:
<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 TOTAL
---------- -------- -----
<S> <C> <C> <C>
State Street Research Income Portfolio(c)(d)........ .33 .07 .40
State Street Research Diversified Portfolio(c)(d)... .46 .04 .50
MetLife Stock Index Portfolio(c).................... .25 .05 .30
State Street Research Growth Portfolio(c)(d)........ .51 .04 .55
Janus Mid Cap Portfolio(e).......................... .75 .20 .95
Loomis Sayles High Yield Bond Portfolio(e).......... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(c)(d).................................... .71 .04 .75
T. Rowe Price Small Cap Growth Portfolio(e)......... .55 .20 .75
Scudder Global Equity Portfolio(e)(f)............... .62 .20 .82
GFM International Stock Portfolio(c)(d)(g).......... .75 .22 .97
<CAPTION>
EXAMPLE
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 as- 1 YEAR 3 YEARS 5 YEARS 10 YEARS
sets: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Income Division............................... $77 $88 $101 $164
Diversified Division.......................... 78 91 106 174
Stock Index Division.......................... 76 84 95 152
Growth Division............................... 78 92 109 180
Janus Mid Cap Division........................ 82 105 -- --
Loomis Sayles High Yield Bond Division........ 82 103 -- --
Aggressive Growth Division.................... 80 99 120 203
T. Rowe Price Small Cap Growth Division....... 80 98 -- --
Scudder Global Equity Division................ 81 101 -- --
International Stock Division.................. 82 105 131 226
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(h):
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............................... $14 $43 $75 $164
Diversified Division.......................... 15 46 80 174
Stock Index Division.......................... 13 40 69 152
Growth Division............................... 15 48 82 180
Janus Mid Cap Division........................ 19 60 -- --
Loomis Sayles High Yield Bond Division........ 19 59 -- --
Aggressive Growth Division.................... 17 54 93 203
T. Rowe Price Small Cap Growth Division....... 17 54 -- --
Scudder Global Equity Division................ 18 56 -- --
International Stock Division.................. 20 61 105 226
</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-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) 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-16.)
(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) Reflects 1996 fees and expenses, restated for proposed management fee
revisions expected to take effect August 1, 1997.
(e) The Portfolios commenced operations on March 3, 1997. Management fees and
other expenses for these Portfolios are estimated amounts for the year
ending December 31, 1997. MetLife has agreed to bear all expenses (other
than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses) in excess of .20% of the average
net assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price
Small Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios
until each Portfolio's total net assets are at least $100 million, or
until March 2, 1999, whichever is earlier. The marginal rate of the
investment management fee for T. Rowe Price Small Cap, Janus Mid Cap and
Scudder Global Equity Portfolios will decrease when the dollar amount in
each respective Portfolio reaches certain threshold amounts.
(f) MetLife has agreed to waive a portion of its investment management fee
for the Scudder Global Equity Portfolio during the first year of the
Portfolio's operations. The waiver of investment management fees during
the first six months of the Portfolio's operations will be equal to .35%
of the average daily value of the aggregate net assets of the Portfolio
up to $50 million, .175% of such assets on the next $50 million, .15% of
such assets on the next $400 million and .1375% of such assets on amounts
in excess of $500 million. During the second six months of the
Portfolio's operations such waiver of the investment management fee will
be equal to .175% of assets up to $50 million, .0875% of assets on the
next $50 million, .075% of assets on the next $400 million and .06875% of
such assets in excess of $500 million. Absent MetLife's waiver of its
investment management fee, we estimate that the management fee and other
expenses for the Scudder Global Equity Portfolio would be .84% and .20%,
respectively, for a total of 1.04%.
(g) It is expected that State Street Research & Management Company ("State
Street Research") will become the sub-investment manager with respect to
the GFM International Stock Portfolio on August 1, 1997. GFM International
Investors Limited ("GFM") will become the sub-sub-investment manager and
will continue to have day-to-day investment responsibility for the GFM
International Stock Portfolio. In the event this change takes place, the
name of the Portfolio will be changed to the State Street Research
International Stock Portfolio as of August 1, 1997.
(h) 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-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 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-16, 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-20. "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-11-13)

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-14, 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-28-32)

PURCHASE PAYMENTS; TRANSFERS (PAGES C-PPA-13-14; C-PPA-14-16)

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-16.)

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

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-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 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-19)

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-20)

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-22.)

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 1996 $29.36 $30.13 128
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 1996 24.78 28.11 371
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 1996 20.44 24.83 629
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 1996 38.99 47.19 402
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 1996 33.72 35.98 341
Division 1995 26.29 33.72 254
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 1996 14.38 13.99 368
Division 1995 14.40 14.38 396
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>

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

C-PPA-8
<PAGE>

ENHANCED PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ----
Income 19.02 22.12 23.43 25.83 24.79 29.36 30.13
Diversified 13.68 16.93 18.36 20.51 19.69 24.78 28.11
Stock Index 10.13 13.02 13.86 15.04 15.07 20.44 24.83
Growth 18.67 24.63 27.22 30.85 29.57 38.99 47.19
Aggressive Growth 12.35 20.35 22.26 27.05 26.29 33.72 35.98
International Stock -- 10.63 9.45 13.84 14.40 14.38 13.99

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. If approved in
your state, the Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price
Small Cap Growth, and Scudder Global Equity Divisions are also available. 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.

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
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 Janus Mid Cap Portfolio, 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:

C-PPA-11
<PAGE>

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

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

GFM 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.

The above fees do not reflect proposed investment management fee revisions
expected to take effect August 1, 1997, for the State Street Research Growth,
State Street Research Income, State Street Research Diversified, State Street
Research Aggressive Growth Portfolios and the GFM International Stock
Portfolio. The Table of Expenses in this Prospectus indicates the 1996 fees
and expenses restated for these proposed fee revisions.

For providing investment management services to the Loomis Sayles High Yield
Bond Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .70% of the average daily value of the aggregate net assets of
the Portfolio. Loomis, Sayles & Company, L.P., whose general partner is
indirectly owned by MetLife, is the sub-investment manager with respect to the
Loomis Sayles High Yield Bond Portfolio. For providing investment management
services to the Janus Mid Cap Portfolio, we receive monthly compensation from
the Portfolio at an annual rate of .75% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .70% of such assets
on the next $400 million and .65% of such assets on amounts in excess of $500
million. Janus Capital Corporation is the sub-investment manager for the Janus
Mid Cap Portfolio. For providing investment management services to the T. Rowe
Price Small Cap Growth Portfolio, we receive monthly compensation from the

C-PPA-12
<PAGE>

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 one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses for
these Offices. 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.

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
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.

C-PPA-13
<PAGE>

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

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.

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 using the net asset value per share of the underlying
portfolio. The net asset value includes the per share amount of any dividend or
capital gain distribution paid by the portfolio during the current Valuation
Period, and subtracts 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 factor 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.

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. For example, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
1.05, the new accumulation unit value is $12.60 ($12.00 X 1.05). On the other
hand, if the last previously calculated accumulation unit value is $12.00 and
the experience factor for the period was .95, the new accumulation unit value
is $11.40 ($12.00 X .95).

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

C-PPA-14
<PAGE>

...............................................................
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 and we may require
that this request be made on the form we provide for this purpose. 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 and Non-
Qualified 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. Each SWIP payment must be at least $50. Your payment
date is the date we make payment, which is not the date you receive it. You
should allow approximately 10 days for processing your request. If we do not
receive the request at least 10 days in advance of the SWIP payment start
date, we will process your first SWIP payment the following month. 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 or Enhanced Non-Qualified 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?

C-PPA-15
<PAGE>

...............................................................
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" on this page.

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

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 1996, these charges were $62,951,547 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 C-PPA-34.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The following paragraphs describe how the early withdrawal charge is
determined. The early withdrawal charge reimburses us for our costs in selling
the Enhanced Contracts. We may use any of our profits derived from 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

C-PPA-16
<PAGE>

...............................................................
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-
28-32. 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
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 Contract from which the withdrawal is made.

C-PPA-17
<PAGE>

...............................................................
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 certain Enhanced Non-Qualified Contracts, if your
employment terminates. For certain other Enhanced Non-Qualified Contracts, 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:

(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
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>

C-PPA-18
<PAGE>

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

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, to the first withdrawal if 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,
but only if this provision has been approved by your state.

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

WHAT IS THE DEATH BENEFIT?

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

You name the beneficiary under the Enhanced IRA and Non-Qualified Contracts.
The death benefit is paid to the Keogh trustee under the Enhanced unallocated
Keogh Contract.

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

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

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

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

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. Non-life contingent annuities are available for
various payout periods.

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

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

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

C-PPA-19
<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, International Stock
Divisions, and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions,
described earlier in Section 1 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.
In some states, you may be limited 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-20
<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 a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (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-21
<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?

Your Lifetime Annuity--A variable income payable during the annuitant's life.

C-PPA-22
<PAGE>

...............................................................
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-23
<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 than $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
identity of the designated beneficiary and 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, your plan may provide for
distribution of your entire interest in a lump sum without spousal consent.

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,

C-PPA-24
<PAGE>

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

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

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

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

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

If any changes result in a material change in the underlying investments of
an investment division in which you have an 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.

C-PPA-25
<PAGE>

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

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

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

C-PPA-26
<PAGE>

...............................................................
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, the Standard & Poor's 400 Index, the Standard & Poor's 600
Index, Lehman Brothers Government/Corporate Bond Index, the Merrill Lynch High
Yield Bond Index, The Morgan Stanley Capital International All Country World
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," an amount equal to the interest
earned during a specified interval (i.e., monthly, quarterly) 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-27
<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 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 during the participant's lifetime
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 and Regulations thereunder at the
time of payment.

Each type of Enhanced Contract is subject to various tax limitations.
Typically, except for the Enhanced Non-Qualified Contracts, the maximum amount
of purchase payment is limited under Federal tax law and there are limitations
on how long money can be left under the Enhanced Contracts before withdrawals
must begin. A 10% tax penalty applies to certain taxable withdrawals from the
Enhanced Contract (or in some cases from the plan or arrangement that
purchased the Enhanced Contract) before you are age 59 1/2. If a combination
of certain payments to you from certain tax-favored plans (which includes
(S)403(a) plans, (S)403(b) arrangements, individual retirement arrangements,

C-PPA-28
<PAGE>

...............................................................
SIMPLE IRAs, SEPs and tax-qualified pension and profit sharing plans) exceeds
$160,000 (for 1997), an additional penalty tax of 15% in addition to ordinary
income taxes is imposed on the excess. However, the 15% penalty tax is
suspended during the calendar years 1997, 1998 and 1999. 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 you and your spouse are under age 70
1/2, you and your spouse may be able to make annual IRA contributions of up to
$4,000 ($2,000 each) to two IRAs, one in your name and one in your spouse's.
Neither can exceed $2,000, nor can it exceed your joint compensation.

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); (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; (4) made after December
31, 1996 to pay deductible medical expenses; or (5) made after December 31,
1996 to enable certain unemployed persons to pay medical insurance premiums.
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

C-PPA-29
<PAGE>

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

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, for taxable years
after 1996, if you do not have a 5% or more ownership interest in your
employer, 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 later of: the year in which you reach age 70 1/2
or, to the extent permitted under your plan or contract, the year you retire.
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. Designating a beneficiary other than your spouse is considered a
waiver. Waiving these requirements may cause your monthly benefit to increase
during your lifetime.

Enhanced Non-Qualified Contracts. No limits apply under the Code to the
amount of purchase payments that you may make. Tax on income earned under the
Enhanced Contracts is 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

C-PPA-30
<PAGE>

...............................................................
allowed by the Code to your beneficiary within one year of your death. If your
spouse is your beneficiary or a co-owner of the Enhanced Non-Qualified
Contract, this rule does not apply. If you die after income payments begin,
payments must continue to be made at least as rapidly as under the method of
distribution that was used at the time of your death.

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

HOW DO FEDERAL INCOME TAXES AFFECT YOUR ENHANCED INCOME ANNUITY?

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

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

Income payments that are allowed before you are age 59 1/2 are generally
subject to an additional 10% tax penalty on the taxable portion of the income
payment. This penalty does not apply to income payments (1) paid to a
beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the 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, SIMPLE IRAs, SEPs and tax-qualified pension and profit
sharing plans) exceeds $160,000 (for 1997), a penalty tax of 15% in addition to
ordinary income taxes is imposed on the excess. However, the 15% penalty tax is
suspended during the calendar years 1997, 1998 and 1999. 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.

You must generally begin receiving distributions under the Enhanced IRA
Annuities 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. (For taxable years after 1996, if you do
not have a 5% or more ownership interest in your employer, distributions for
Keogh Income Annuities must generally begin no later than April 1 of the
calendar year following the later of: the year in which you reach 70 1/2 or, to
the extent permitted under your plan or contract, the year

C-PPA-31
<PAGE>

...............................................................
you retire.) 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 benefit under a plan subject to the Retirement Equity Act (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. If your Enhanced Income Annuity is subject to the REA, your spouse has
certain rights which may be waived 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).

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-32
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

C-PPA-33
<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, SIMPLE IRA
AND SEP NON-QUALIFIED
TSA CONTRACTS CONTRACTS AND KEOGH AND 403(A) PEDC CONTRACTS CONTRACTS AND
AND INCOME 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, SIMPLE IRA and SEP 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, SIMPLE
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%.

C-PPA-34
<PAGE>

INDEX
<TABLE>
<CAPTION>
C-PPA
<S> <C>
ACCOUNT BALANCE.................................................... 6
ACCUMULATION UNIT VALUES........................................... 8-9
Calculation...................................................... 14
ANNUAL CONTRACT FEE................................................ 4, 6, 16
ANNUITY TAXES...................................................... 16, 22
ANNUITY UNITS...................................................... 21
ASSUMED INVESTMENT RATE............................................ 21
AUTOMATIC PAYROLL DEDUCTION........................................ 13
AVERAGE ANNUAL TOTAL RETURN........................................ 26
CANCELLATION....................................................... 24
CHANGE IN ACCUMULATION UNIT VALUE.................................. 26
CHANGE IN ANNUITY UNIT VALUE....................................... 26
CHECK-O-MATIC...................................................... 13, 24
COMMISSION......................................................... 26
CONFIRMATION....................................................... 24
CONTRACT YEAR...................................................... 13
DEATH BENEFIT...................................................... 7, 19
DESIGNATED OFFICE.................................................. 13
DISABILITY......................................................... 18
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)...................... 4, 6, 16-17
ENHANCED CONTRACTS................................................. 1, 6, 11
ENHANCED INCOME ANNUITIES.......................................... 1, 6, 20
EQUALIZER SM....................................................... 27
EQUITY GENERATOR SM ............................................... 17, 27
ERISA.............................................................. 24
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES........................... 6-7, 17-19
Certain Purchase Payments........................................ 17
Death............................................................ 17
Disability: Enhanced Unallocated Keogh Contract.................. 18
Federal Taxes.................................................... 17
Free Corridor--All other Contracts............................... 17
Free Corridor--Enhanced Unallocated Keogh Contract............... 17
Free Look........................................................ 17
Income Annuity................................................... 17
Plan Termination................................................. 18
Preapproved Investment Vehicles--Enhanced Unallocated Keogh Con-
tract........................................................... 18
Retirement--Enhanced Contracts................................... 18
Retirement--Enhanced Unallocated Keogh Contract.................. 18
Separation from Service.......................................... 18
Systematic Termination--Enhanced Unallocated Keogh Contract...... 18
Transfers........................................................ 17
Transfers from other MetLife Contracts........................... 18
Nursing Home or Terminal Illness................................. 19
EXPERIENCE FACTOR.................................................. 14
FIXED INCOME OPTION................................................ 19
FREE CORRIDOR...................................................... 17
FREE LOOK.......................................................... 17
GENERAL ADMINISTRATIVE EXPENSES CHARGE............................. 4, 6, 16
ENHANCED INCOME ANNUITIES.......................................... 1, 7, 20-23
Administration................................................... 20
Annuity Unit Value............................................... 21
Annuity Taxes.................................................... 22
Assumed Investment Rate.......................................... 21
Contract Fee..................................................... 22
Free Look........................................................ 23
General Administrative Expenses Charge........................... 22
Income Types..................................................... 22
Investment Choices............................................... 20
</TABLE>

C-PPA-35
<PAGE>

<TABLE>
<CAPTION>
C-PPA
<S> <C>
Mortality and Expense Risk Charge......................... 22
Income for Two Lives Annuity.............................. 22
Income for Two Lives with a Guaranteed Period Annuity..... 22
Income for Two Lives with a Refund Annuity................ 22
Your Lifetime Annuity..................................... 22
Your Lifetime with a Guaranteed Period Annuity............ 22
Your Lifetime with Refund Annuity......................... 22
Income for a Guaranteed Period Annuity.................... 22
Purchase Payment.......................................... 20
Transfers................................................. 21-22
Taxes..................................................... 31-32
Valuation Period.......................................... 21
INCOME OPTIONS.............................................. 19
Fixed Income Option....................................... 19
Variable Income Option.................................... 19
ENHANCED INDIVIDUAL RETIREMENT ANNUITIES.................... 6, 11, 15, 16, 17,
19, 24, 28, 29, 31,
34
INVESTMENT CHOICES.......................................... 4, 6, 11
GFM International Stock Portfolio......................... 1, 4, 11, 12
Janus Mid Cap Portfolio................................... 1, 4, 11, 12
Loomis Sayles High Yield Bond Portfolio................... 1, 4, 11, 12
MetLife Stock Index Portfolio............................. 1, 4, 11, 12
Scudder Global Equity Portfolio........................... 1, 4, 11, 12, 13
State Street Research Aggressive Growth Portfolio......... 1, 4, 11, 12
State Street Research Diversified Portfolio............... 1, 4, 11, 12
State Street Research Growth Portfolio.................... 1, 4, 11, 12
State Street Research Income Portfolio.................... 1, 4, 11, 12
T. Rowe Price Small Cap Growth Portfolio.................. 1, 4, 11, 12, 13
ENHANCED UNALLOCATED KEOGH CONTRACT......................... 6, 7, 11, 13, 14,
15, 17, 18, 19, 24,
25, 28, 30, 31, 32,
34
MANAGEMENT FEES............................................. 4, 12, 13
MORTALITY AND EXPENSE RISK CHARGE........................... 4, 6, 16
NURSING HOME OR TERMINAL ILLNESS............................ 19
ENHANCED NON-QUALIFIED CONTRACT............................. 7, 11, 13, 15, 16,
17, 18, 19, 24, 28,
30, 31, 32, 34
PERFORMANCE................................................. 26-27
PLAN TERMINATION............................................ 18
PURCHASE PAYMENTS (CONTRIBUTIONS)........................... 6, 13-14
REBALANCER SM (withdrawals and transfers)................... 15
RETIREMENT.................................................. 18
SALES LOAD.................................................. 4, 16-17
SALES REPRESENTATIVES....................................... 26
SEPARATE ACCOUNT............................................ 4, 6, 10
SEPARATION FROM SERVICE..................................... 18
SUMMARY..................................................... 6-7
SYSTEMATIC TERMINATION...................................... 18
SYSTEMATIC WITHDRAWAL INCOME PROGRAM........................ 14, 15-16, 24, 29
TAXES....................................................... 6, 28-32, 34
General--all markets...................................... 28, 31-32
Enhanced IRA Contracts.................................... 28-30, 31-32
Enhanced Unallocated Keogh Contracts...................... 28-29, 30-31, 31-32
Enhanced Non-Qualified Contracts.......................... 28-29, 30-31, 31-32
TELEPHONE REQUESTS.......................................... 15
TOTAL OPERATING EXPENSES.................................... 4
TRANSFERS................................................... 6, 14-15
VALUATION PERIOD............................................ 14
VOTING RIGHTS............................................... 25-26
WITHDRAWALS................................................. 14-15
YIELD....................................................... 26
</TABLE>

C-PPA-36
<PAGE>

REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS

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

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

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

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

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

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

<PAGE>

Johnstown, PA 15907-1407

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

Financial Freedom Account Prospectus

[GRAPHIC]

May 1, 1997

[LOGO]MetLife(R)
<PAGE>

Enhanced Preference Plus (R) Prospectus

[GRAPHIC]

May 1, 1997

[LOGO]MetLife(R)
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

ENHANCED TSA, ENHANCED NON-QUALIFIED, ENHANCED IRA, ENHANCED PEDC 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, Enhanced Public Employee Deferred Compensation
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, Enhanced Public Employee Deferred Compensation
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-45. 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 State Street
Research Income, State Street Research Diversified, MetLife Stock Index, State
Street Research Growth, Janus Mid Cap, Loomis Sayles High Yield Bond, State
Street Research Aggressive Growth, T. Rowe Price Small Cap Growth, Scudder
Global Equity and GFM 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
("VIP") and the Investment Grade Bond and Asset Manager Portfolios of the
Variable Insurance Products Fund II ("VIP II"). VIP together with VIPII are
the "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: Alan DiMichele. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center; telephone number (800) 553-
4459. The table of contents of the Statement of Additional Information appears
on page FFA-47.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1997.
<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-21
Are There Special Rules Concerning The First Payment And Other Admin-
istrative Details That You Should Know?.............................. FFA-21
How Small Or Large Can Your Purchase Payment Be?...................... FFA-21
How Are Purchase Payments Allocated?.................................. FFA-21
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-22
WITHDRAWALS AND TRANSFERS............................................... FFA-22
Can You Make Withdrawals And Transfers?............................... FFA-22
When Will We Make Withdrawals Or Transfers?........................... FFA-22
Can You 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-23
Can You Make Transfers By Telephone?.................................. FFA-23
Can You Make Systematic Withdrawals?.................................. FFA-23
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
Can Minimum Distribution Payments Be Made On A Periodic Basis?........ FFA-23
DEDUCTIONS AND CHARGES.................................................. FFA-24
Are There Annual Contract Charges?.................................... FFA-24
What Are Charges For General Administrative Expenses And The Mortality
And Expense Risk And How Much Are They?.............................. FFA-24
Are There Deductions For Annuity Taxes And When Are They Paid?........ FFA-24
What Is The Early Withdrawal Charge (Sales Load)?..................... FFA-24
What Is The Early Withdrawal Charge For The Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified, Enhanced PEDC and Enhanced IRA Pref-
erence Plus Contracts?............................................... FFA-24
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 Contracts?.. FFA-25
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................................ FFA-25
Can You Make Withdrawals Or Transfers From The Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified, Enhanced PEDC And Enhanced IRA Pref-
erence Plus Contracts Without Early Withdrawal Charges?.............. FFA-25
DEATH BENEFIT........................................................... FFA-27
What Is The Death Benefit?............................................ FFA-27
When And To Whom Will The Death Benefit Be Paid?...................... FFA-27
</TABLE>

FFA-2
<PAGE>

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
INCOME OPTIONS.......................................................... FFA-27
Can MetLife Provide You With An Income Guaranteed For Life Or For A
Wide Choice Of Other Periods?........................................ FFA-27
What Types Of Income Options Are Available?........................... FFA-27
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
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 The Charges For General Administrative Expenses And The Mor-
tality 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 Your Requests Effective?..................................... FFA-32
Will We Confirm Your Transactions?.................................... FFA-33
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
Are There Special Charges That Apply If Your Retirement Plan Termi-
nates Its Contract Or Takes Other Action?............................ FFA-35
TAXES................................................................... FFA-37
General............................................................... FFA-37
How Do Federal Income Taxes Affect Your Deferred Contract?............ FFA-37
How Do Federal Income Taxes Affect Your Income Annuity?............... FFA-43
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............ FFA-47
APPENDIX................................................................ FFA-48
</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-21
Contracts................................................................ FFA- 1
Designated Office........................................................ FFA-21
Early Withdrawal Charge.................................................. FFA-24
Enhanced Preference Plus Contracts....................................... FFA- 1
Enhanced Preference Plus Income Annuities................................ FFA- 1
Experience Factor........................................................ FFA-22
Financial Freedom Account Contracts...................................... FFA- 1
Financial Freedom Account Income Annuities............................... FFA- 1
Free Corridor............................................................ FFA-25
Income Annuities......................................................... FFA- 1
Separate Account......................................................... FFA-10
Systematic Termination................................................... FFA-25
Systematic Withdrawal Income Program..................................... FFA-23
Valuation Period......................................................... FFA-22
</TABLE>

FFA-4
<PAGE>

TABLE OF EXPENSES--ENHANCED TSA, ENHANCED NON-QUALIFIED, ENHANCED IRA, ENHANCED
PEDC 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, 1996:

<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 TOTAL
---------- -------- -----
<S> <C> <C> <C>
State Street Research Income Portfolio(c)(d)........ .33 .07 .40
State Street Research Diversified Portfolio(c)(d)... .46 .04 .50
MetLife Stock Index Portfolio(c).................... .25 .05 .30
State Street Research Growth Portfolio(c)(d)........ .51 .04 .55
Janus Mid Cap Portfolio(e).......................... .75 .20 .95
Loomis Sayles High Yield Bond Portfolio(e).......... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(c)(d).................................... .71 .04 .75
T. Rowe Price Small Cap Growth Portfolio(e)......... .55 .20 .75
Scudder Global Equity Portfolio(e)(f)............... .62 .20 .82
GFM International Stock Portfolio(c)(d)(g).......... .75 .22 .97
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(H) FEES EXPENSES(J) -----
---------- -----------
<S> <C> <C> <C>
(as a percentage of average net assets) .71 .13 .84

<CAPTION>
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL MANAGEMENT OTHER TOTAL
EXPENSES(I) FEES EXPENSES(J) -----
---------- -----------
<S> <C> <C> <C>
(as a percentage of average net assets) .90 .46 1.36

<CAPTION>
FIDELITY FUNDS ANNUAL EXPENSES(K)
(as a percentage of average net assets)

MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Equity-Income Portfolio(l)....................... .51 .07 .58
Growth Portfolio(l).............................. .61 .08 .69
Overseas Portfolio(l)............................ .76 .17 .93
Investment Grade Bond Portfolio.................. .45 .13 .58
Asset Manager Portfolio(l)....................... .64 .10 .74
</TABLE>

FFA-5
<PAGE>

FFA-6
<PAGE>

TABLE OF EXPENSES--FFA CONTRACTS AND INCOME ANNUITIES

<TABLE>
<S> <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
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- ----------- ----------

<S> <C> <C> <C>
State Street Research Income
Portfolio(c)(d)............................ .33 .07 .40
State Street Research Diversified
Portfolio(c)(d)............................ .46 .04 .50
MetLife Stock Index Portfolio(c)............ .25 .05 .30
State Street Research Growth
Portfolio(c)(d)............................ .51 .04 .55
Janus Mid Cap Portfolio(e).................. .75 .20 .95
Loomis Sayles High Yield Bond Portfolio(e).. .70 .20 .90
State Street Research Aggressive Growth
Portfolio(c)(d)............................ .71 .04 .75
T. Rowe Price Small Cap Growth Portfolio(e). .55 .20 .75
Scudder Global Equity Portfolio(e)(f)....... .62 .20 .82
GFM International Stock Portfolio(c)(d)(g).. .75 .22 .97
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(J) TOTAL
---------- ----------- ----------
<S> <C> <C> <C>
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(H)
(as a percentage of average net assets) .71 .13 .84
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(J) TOTAL
---------- ----------- ----------
<S> <C> <C> <C>
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL
EXPENSES(I)
(as a percentage of average net assets) .90 .46 1.36
<CAPTION>
FIDELITY FUNDS ANNUAL EXPENSES(K)
(as a percentage of average net assets)
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- ----------- ----------
<S> <C> <C> <C>
Money Market Portfolio..................... .21 .09 .30
Equity-Income Portfolio(l)................. .51 .07 .58
Growth Portfolio(l)........................ .61 .08 .69
Overseas Portfolio(l)...................... .76 .17 .93
Investment Grade Bond Portfolio............ .45 .13 .58
Asset Manager Portfolio(l)................. .64 .10 .74
</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............................. $14 $43 $75 $164
Diversified Division........................ 15 46 80 174
Stock Index Division........................ 13 40 69 152
Growth Division............................. 15 48 82 180
Janus Mid Cap Division...................... 19 60 -- --
Loomis Sayles High Yield Bond Division...... 19 59 -- --
Aggressive Growth Division.................. 17 54 93 203
T. Rowe Price Small Cap Growth Division..... 17 54 -- --
Scudder Global Equity Division.............. 18 56 -- --
International Stock Division................ 20 61 105 226
Calvert Responsibly Invested Balanced Divi-
sion........................................ 18 57 98 212
Calvert Responsibly Invested Capital Accumu-
lation Division............................. 24 73 125 267
Fidelity Money Market Division.............. 13 40 69 152
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 60 102 222
Fidelity Investment Grade Bond Division..... 16 49 84 183
Fidelity Asset Manager Division............. 17 54 92 201
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(m):
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............................. $14 $43 $75 $164
Diversified Division........................ 15 46 80 174
Stock Index Division........................ 13 40 69 152
Growth Division............................. 15 48 82 180
Janus Mid Cap Division...................... 19 60 -- --
Loomis Sayles High Yield Bond Division...... 19 59 -- --
Aggressive Growth Division.................. 17 54 93 203
T. Rowe Price Small Cap Growth Division..... 17 54 -- --
Scudder Global Equity Division.............. 18 56 -- --
International Stock Division................ 20 61 105 226
Calvert Responsibly Invested Balanced Divi-
sion........................................ 18 57 98 212
Calvert Responsibly Invested Capital Accumu-
lation Division............................. 24 73 125 267
Fidelity Money Market Division.............. 13 40 69 152
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 60 102 222
Fidelity Investment Grade Bond Division..... 16 49 84 183
Fidelity Asset Manager Division............. 17 54 92 201
</TABLE>
- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (See "Deductions and Charges," page
FFA-24) 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-24.)
(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) Reflects 1996 fees and expenses restated for proposed management fee
revisions expected to take effect August 1, 1997.
(e) The Portfolios commenced operations on March 3, 1997. Management fees and
other expenses for these Portfolios are estimated amounts for the year
ending December 31, 1997. MetLife has agreed to bear all expenses

FFA-8
<PAGE>

(other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses) in excess of .20% of the average
net assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price
Small Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios until
each Portfolio's total net assets are at least $100 million, or until March
2, 1999, whichever is earlier. The marginal rate of the investment
management fee for T. Rowe Price Small Cap, Janus Mid Cap and Scudder Global
Equity Portfolios will decrease when the dollar amount in each respective
Portfolio reaches certain threshold amounts.
(f) MetLife has agreed to waive a portion of its investment management fee for
the Scudder Global Equity Portfolio during the first year of the
Portfolio's operations. The waiver of investment management fees during
the first six months of the Portfolio's operations will be equal to .35%
of the average daily value of the aggregate net assets of the Portfolio up
to $50 million, .175% of such assets on the next $50 million, .15% of such
assets on the next $400 million and .1375% of such assets on amounts in
excess of $500 million. During the second six months of the Portfolio's
operations such waiver of the investment management fee will be equal to
.175% of assets up to $50 million, .0875% of assets on the next $50
million, .075% of assets on the next $400 million and .06875% of such
assets in excess of $500 million. Absent MetLife's waiver of its
investment management fee, we estimate that the management fee and other
expenses for the Scudder Global Equity Portfolio would be .84% and .20%,
respectively, for a total of 1.04%.
(g) It is expected that State Street Research & Management Company ("State
Street Research") will become the sub-investment manager with respect to
the GFM International Stock Portfolio on August 1, 1997. GFM International
Investors Limited ("GFM") will become the sub-sub-investment manager and
will continue to have day-to-day investment responsibility for the GFM
International Stock Portfolio. In the event this change takes place, the
name of the Portfolio will be changed to the State Street Research
International Stock Portfolio as of August 1, 1997.
(h) 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.
(i) Management and advisory expenses for the Calvert Capital Accumulation
Portfolio include an administrative service fee of .10% paid to an
affiliate of Calvert. 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.
(j) The figures are based on expenses for fiscal year 1996, and have been
restated to reflect an increase in transfer agency expenses of 0.03% for
each Portfolio expected to be incurred in 1997. "Other Expenses" reflect
an indirect fee. Net fund operating expenses after reductions for fees
paid indirectly (again, restated) would be 0.81% for Calvert Balanced
Portfolio and 1.03% for Calvert Accumulation Portfolio.
(k) 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. It is anticipated that FMR or Fidelity Distributors Corp.
will make payments to MetLife for providing distribution and certain
shareholder services for the Fidelity Funds. Additionally, it is
anticipated that Fidelity Investments Institutional Operations Company,
Inc. will make payments to MetLife for providing administrative services
to the Fidelity Funds. You are not responsible for these fees. FMR and its
affiliates are responsible for paying such fees to MetLife.
(l) A portion of the brokerage commissions that certain funds pay was used to
reduce funds expenses. In addition, certain funds have entered into
arrangements with their custodian and transfer agent whereby interest
earned on uninvested cash balances was used to reduce custodian and
transfer agent expenses. If these reductions had been included, the total
operating expenses presented in the table would have been 0.56% for the
Fidelity Equity-Income Portfolio, 0.67% for the Fidelity Growth Portfolio,
0.92% for the Fidelity Overseas Portfolio and 0.73% for the Fidelity Asset
Manager Portfolio.
(m) 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-25).

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 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. 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-17-21)

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-18-19. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN
THE BACK OF THIS PROSPECTUS AND THE CALVERT RESPONSIBLY INVESTED BALANCED
PORTFOLIO, CALVERT RESPONSIBLY INVESTED CAPITAL ACCUMULATION PORTFOLIO AND
FIDELITY VARIABLE INSURANCE PRODUCTS FUNDS PROSPECTUSES, WHICH ARE DELIVERED
SEPARATELY.

TAXES (PAGES FFA-37-46)

PURCHASE PAYMENTS; TRANSFERS (PAGES FFA-21; FFA 22-24)

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-22.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and your Contract. (See "Withdrawals and Transfers," page FFA-22, and
"Deductions and Charges," page FFA-24.)

DEDUCTIONS AND CHARGES (PAGES FFA-24-25)

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-25-27)

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

(d) Withdrawals or Transfers without a charge for the Public Employee
Deferred Compensation Market--(in addition to (a) above):

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

DEATH BENEFIT (PAGES FFA-27)

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 1996 $29.36 $30.13 272
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 1996 24.78 28.11 365
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 1996 20.44 24.83 1,648
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 1996 38.99 47.19 436
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 1996 33.72 35.98 1,396
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 1996 14.38 13.99 868
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 1996 15.31 17.08 179
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 1996 15.80 16.81 57
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>

ENHANCED TSA, ENHANCED NON-QUALIFIED
AND ENHANCED 403(a) PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ----
Income 19.02 22.12 23.43 25.83 24.79 29.36 30.13
Diversified 13.68 16.93 18.36 20.51 19.69 24.78 28.11
Stock Index 10.13 13.02 13.86 15.04 15.07 20.44 24.83
Growth 18.67 24.63 27.22 30.85 29.57 38.99 47.19
Aggressive Growth 12.35 20.37 22.26 27.05 26.29 33.72 35.98
International Stock -- 10.63 9.45 13.84 14.40 14.38 13.99
Calvert Responsibly
Invested Balanced -- 10.90 11.62 12.43 11.91 15.31 17.08
Calvert Responsibly
Invested Capital
Accumulation -- -- 12.03 12.81 11.43 15.80 16.81

<TABLE>
<CAPTION>
NUMBER OF
ENHANCED TSA, ENHANCED ACCUMULATION ACCUMULATION
NON-QUALIFIED AND ENHANCED UNIT VALUE ACCUMULATION UNITS
403(a) BEGINNING OF UNIT VALUE END OF YEAR
PREFERENCE PLUS CONTRACTS(a) YEAR YEAR END OF YEAR (IN THOUSANDS)
---------------------------- ---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Fidelity Money Market
Division(f) 1996 11.46 11.85 0
1995 11.02 11.46 0
1994 10.72 11.02 12
1993 10.50 10.72 0
1992 10.33 10.50 0
Fidelity Equity-Income Divi-
sion 1996 21.19 23.99 1,775
1995 15.84 21.19 1,200
1994 15.02 15.84 513
1993 12.83 15.02 195
1992 11.75(e) 12.83 27
Fidelity Growth Division 1996 21.08 23.95 1,757
1995 15.72 21.08 1,218
1994 15.87 15.72 641
1993 13.43 15.87 290
1992 12.05(e) 13.43 93
Fidelity Overseas Division 1996 14.34 16.08 397
1995 13.20 14.34 197
1994 13.10 13.20 93
1993 9.63 13.10 27
1992 11.22(e) 9.63 4
Fidelity Investment Grade Bond
Division 1996 14.15 14.46 165
1995 12.17 14.15 89
1994 12.77 12.17 24
1993 11.62 12.77 7
1992 10.99(e) 11.62 1
Fidelity Asset Manager Divi-
sion 1996 15.44 17.52 1,118
1995 13.32 15.44 1,066
1994 14.32 13.32 728
1993 11.94 14.32 292
1992 11.23(e) 11.94 81
</TABLE>

FFA-13
<PAGE>

ENHANCED TSA, ENHANCED NON-QUALIFIED
AND ENHANCED 403(a) PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Fidelity Equity Income 12.83 15.02 15.84 21.19 23.99
Fidelity Growth 13.43 15.87 15.72 21.08 23.95
Fidelity Overseas 9.63 13.10 13.20 14.34 16.08
Fidelity Investment
Grade Bond 11.62 12.77 12.17 14.15 14.46
Fidelity Asset Manager 11.94 14.32 13.32 15.44 17.52

<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE ACCUMULATION UNITS
FINANCIAL FREEDOM ACCOUNT BEGINNING OF UNIT VALUE END OF YEAR
CONTRACTS YEAR YEAR END OF YEAR (IN THOUSANDS)
------------------------- ---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Income Division 1996 29.36(g) 30.13 0
Diversified Division 1996 24.78(g) 28.11 0
Stock Index Division 1996 17.43 21.18 514
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
Growth Division 1996 38.99(g) 47.19 3
Aggressive Growth Division 1996 33.72(g) 35.98 3
International Stock Division 1996 14.38(g) 13.99 0
Calvert Responsibly Invested
Balanced Division 1996 15.34 17.11 120
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 Invested
Capital Accumulation Division 1996 15.80 16.81 108
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 1996 11.46 11.85 101
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 Divi-
sion 1996 21.19 23.99 659
1995 15.84 21.19 445
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 1996 21.08 23.95 1,058
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 Division 1996 14.34 16.08 365
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>

<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>
Fidelity Investment 1996 14.15 14.46 133
Grade Bond Division 1995 12.17 14.15 115
1994 12.77 12.17 72
1993 11.62 12.77 46
1992 11.00 11.62 25
1991 10.00(c) 11.00 2
Fidelity Asset Manager 1996 15.44 17.52 742
Division 1995 13.32 15.44 600
1994 14.32 13.32 511
1993 11.94 14.32 309
1992 10.78 11.94 111
1991 10.00(c) 10.78 12
</TABLE>

In addition to the above mentioned Accumulation Units, there are
cash reserves of $5,422,688 on December 31, 1996 applicable to
Income Annuities (including those not described in this Prospectus)
receiving annuity payouts.
- -------
(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.
(g) Inception Date May 1, 1996.

FINANCIAL FREEDOM ACCOUNT CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Income -- -- -- -- -- 30.13
Diversified -- -- -- -- -- 28.11
Stock Index 11.11 11.82 12.83 12.86 17.43 21.18
Growth -- -- -- -- -- 47.19
Aggressive Growth -- -- -- -- -- 35.98
International Stock -- -- -- -- -- 13.99
Calvert Responsibly
Invested Balanced 10.91 11.63 12.45 11.93 15.34 17.11
Calvert Responsibly Invested
Capital Accumulation 10.67 12.03 12.81 11.43 15.80 16.81
Fidelity Money Market 10.22 10.50 10.72 11.02 11.46 11.85
Fidelity Equity-Income 11.07 12.83 15.02 15.84 21.19 23.99
Fidelity Growth 12.40 13.43 15.87 15.72 21.08 23.95
Fidelity Overseas 10.89 9.63 13.10 13.20 14.34 16.08
Fidelity Investment
Grade Bond 11.00 11.62 12.77 12.17 14.15 14.46
Fidelity Asset Manager 10.78 11.94 14.32 13.32 15.44 17.52

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), Public Employee Deferred Compensation (PEDC) under (S)457 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. If approved in your state, the Loomis Sayles
High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth, and Scudder
Global Equity Divisions are also available under Enhanced Preference Plus
Contracts. 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. If approved in your state, the Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth, and Scudder Global Equity Divisions
are also available under FFA Contracts. In some cases, the Income, Diversified,
Growth, Aggressive Growth and International Stock Divisions and the Fidelity
Money Market Division are also available for

FFA-17
<PAGE>

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

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 Janus Mid Cap,
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:

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

GFM 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 VIP Money Market Portfolio: To achieve as high a level of current
income as is consistent with preserving capital and providing liquidity.

Fidelity's VIP Equity-Income Portfolio: To achieve reasonable income by
investing primarily in income-producing equity securities.

Fidelity's VIP Growth Portfolio: To achieve capital appreciation.

Fidelity's VIP Overseas Portfolio: To achieve long-term growth of capital
primarily through investments in foreign securities.

Fidelity's VIPII 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.

FFA-18
<PAGE>

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

Fidelity's VIPII 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.

The above fees do not reflect proposed investment management fee revisions
expected to take effect August 1, 1997, for the State Street Research Growth,
State Street Research Income, State Street Research Diversified, State Street
Research Aggressive Growth Portfolios and the GFM International Stock
Portfolio. The Table of Expenses in this Prospectus indicates the 1996 fees
and expenses restated for these proposed fee revisions.

For providing investment management services to the Loomis Sayles High Yield
Bond Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .70% of the average daily value of the aggregate net assets of
the Portfolio. Loomis, Sayles & Company, L.P., whose general partner is
indirectly owned by MetLife, is the sub-investment manager with respect to the
Loomis Sayles High Yield Bond Portfolio. For providing investment management
services to the Janus Mid Cap Portfolio, we receive monthly compensation from
the Portfolio at an annual rate of .75% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .70% of such assets
on the next $400 million and .65% of such assets on amounts in excess of $500
million. Janus Capital Corporation is the sub-investment manager for the Janus
Mid Cap Portfolio. For providing investment management services to the T. Rowe
Price Small Cap Growth Portfolio, we receive monthly compensation from the
Portfolio at an annual rate of .55% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .50% of such assets
on the next $300 million and .45% of such assets in excess of $400 million. T.
Rowe Price Associates, Inc. is the sub-investment manager for the T. Rowe
Price Small Cap Growth Portfolio.

FFA-19
<PAGE>

...............................................................
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, 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 pays sub-investment advisory fees to Brown Capital Management, Inc.
and other active sub-advisors consisting of a base fee and a performance fee
adjustment based on the extent to which performance of the Calvert Capital
Accumulation Portfolio exceeds or trails each sub-advisor's respective
performance index. These fees are solely the responsibility of Calvert, not
the Calvert Capital Accumulation Portfolio.

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. 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.

FFA-20
<PAGE>

...............................................................
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 one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses of
these Offices. 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.

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.

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?

FFA-21
<PAGE>

...............................................................
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 using the net asset value per share of the underlying
portfolio. The net asset value includes the per share amount of any dividend or
capital gain distribution paid by the portfolio during the current Valuation
Period, and subtracts 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 factor 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.

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. For example, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
1.05, the new accumulation unit value is $12.60 ($12.00 X 1.05 = $.60; $.60 +
$12.00 = $12.60). On the other hand, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
.95, the new accumulation unit value is $11.40 ($12.00 x .95).

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

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

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

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the percentage
or dollar amount to be withdrawn or transferred and we may require that this
request be made on the form we provide for this purpose. 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?

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?

WHAT RESTRICTIONS APPLY TO TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS?

FFA-22
<PAGE>

...............................................................
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-38.

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. For an Enhanced TSA Contract, in the year in which you initiate SWIP
payments, the amount or percentage you elect to receive is divided by the
number of months remaining in your Contract Year. Thereafter, the SWIP payment
will be based on a complete Contract Year. Each SWIP payment must be at least
$50. You should allow approximately 10 days for processing your request. If we
do not receive the request at least 10 days in advance of the SWIP payment
start date, we will process your first SWIP payment the following month. If
you do not specify a payment date, payments will commence 30 days from the
date we receive your request. If you have an Enhanced IRA Contract, 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. The change will be effective for the first SWIP payment for the
following Contract Year for Enhanced TSA Contracts or your SWIP anniversary
date for Enhanced IRA Contracts. Requests for such changes must be made at
least 30 days prior to your Contract Year anniversary date for Enhanced TSA
Contracts or the SWIP anniversary date for Enhanced IRA Contracts. 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 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 "Exemptions from Early Withdrawal Charges."

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

Yes. Rather than receiving your minimum distribution in one annual payment,
you may request that we make minimum distribution payments to you on a

FFA-23
<PAGE>

...............................................................
periodic basis. However, you may be required to meet certain total Account
Balance minimums at the time you request periodic minimum distribution
payments.

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 1996, these charges were $62,951,547 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, Kentucky 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-48.

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, ENHANCED PEDC AND ENHANCED IRA PREFERENCE PLUS
CONTRACTS?

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

FFA-24
<PAGE>

...............................................................
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 Enhanced TSA, Enhanced 403(a), Enhanced Non-Qualified, Enhanced IRA
Preference Plus and Enhanced PEDC 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, ENHANCED PEDC 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 37-46. We may
require proof satisfactory to us that any necessary conditions have been met.

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

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

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

(a) For certain Enhanced TSA Preference Plus Contracts: you can withdraw up
to 10% of your Account Balance during each Contract Year.

(b) For all other Contracts: you can withdraw up to 20% of your Account
Balance during each Contract Year.

4. Free Look: You may cancel your Contract within 10 days after you receive
it by telling us in writing. We will then refund all of your purchase payments
(however, for Enhanced TSA Preference Plus Contracts issued in New York,
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 Contract from which
the withdrawal is made.

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

FFA-25
<PAGE>

...............................................................
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, certain Enhanced PEDC 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,
Enhanced Non-Qualified and Enhanced 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 403(a),
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, Enhanced PEDC 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:

(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

FFA-26
<PAGE>

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

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
death benefit is paid to the participant's employer or a trustee under the PEDC
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 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?

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), Enhanced PEDC 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, Calvert Responsibly Invested
Accumulation Divisions, and, if approved in your state, Loomis Sayles High
Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global
Equity 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, the Fidelity Money Market
Division and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions,
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. In some states, you may be limited 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 a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (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-48.

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Your Lifetime Annuity --A variable income payable during the annuitant's
life.

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 (or the beneficiary if the owner dies before the end of the
guarantee period) for the rest of the guarantee period.

Your Lifetime With a Refund Annuity --A variable income payable during the
annuitant's life. If, at the death of the annuitant, the total of all of our
payments is less than the purchase payment that we received we will pay an
amount equal to the difference to the owner of the annuity (or to the
beneficiary if the owner is not alive) when the annuitant dies.

Income for Two Lives Annuity --A variable income payable while either of two
annuitants is alive. After one annuitant dies payments continue if the other
annuitant is alive, otherwise payments stop. Payments after one annuitant dies
may be the same as those paid while both were alive or may be a lower
percentage selected when the annuity is purchased (e.g. 75%, 66 2/3% or 50%).

Income for Two Lives with a Guaranteed Period Annuity --This is the same as
the Income for Two Lives Annuity described above, but we guarantee to pay the
full amount (not a reduced percentage) for the guarantee period even if one or
both annuitants die. 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 (or the beneficiary if the owner dies before the end of the guarantee
period) for the rest of the guarantee period.

Income for Two Lives with a Refund Annuity --This is the same as the Income
for Two Lives Annuity described above but if, at the death of both annuitants,
the total of all of our payments is less than the purchase payment that we
received we will pay an amount equal to the difference to the owner of the
annuity (or to the beneficiary if the owner is not alive) when the annuitant
dies.

Income for a Guaranteed Period Annuity --A variable income payable for a
guarantee period (5-30 years). Payments cease at the end of the guarantee
period (which is often called a "term certain" period) even if the annuitant is
still alive. If the annuitant dies prior to the end of the guarantee period,
payments are made to the owner of the annuity (or to the beneficiary if the
owner dies before the end of the guarantee period) for the rest of the
guarantee period.

FFA-30
<PAGE>

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

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 and Enhanced PEDC
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 extent
permitted by law, if the retirement plan terminates or no longer qualifies as
a tax sheltered arrangement. Also, 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
identity of the designated beneficiary and 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, your plan may provide for
distribution of your entire interest in a lump sum without spousal consent.

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.

FFA-32
<PAGE>

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

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as 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.

FFA-33
<PAGE>

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

You will be entitled to give instructions regarding the votes attributable
to your Contract or Income Annuity in your sole discretion. Under (S)457(f)
deferred compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans, (S)457(e)(11) severance and death benefit plans and the
TSA Contracts and Income Annuities under which the Employer retains all
rights, we will provide you with the number of copies of voting instruction
soliciting materials that you request so that you may furnish such materials
to participants who may give you voting instructions. Neither the Separate
Account nor MetLife has any duty to inquire as to the instructions received or
your authority to give instructions; thus, as far as the Separate Account, and
any others having voting interests in respect of the Separate Account are
concerned, such instructions are valid and effective.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment adviser or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's, Acacia Capital Corporation's or Fidelity Funds' boards of directors,
provided MetLife's disapproval of the change is reasonable and, in the case of
a change in investment policies or investment 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

FFA-34
<PAGE>

...............................................................
investment divisions refers to the income generated by an investment in the
division over a seven-day period, which will be specified in the
advertisement. This income is then annualized, by assuming that the same
amount of income is generated each week over a 52 week period, and the total
income is shown as a percentage of the investment. The effective yield is
similarly calculated; however, when annualized, the earned income in the
division is assumed to be reinvested. Thus, the effective yield figure will be
slightly higher than the yield figure because of the former's compounding
effect. Other yield figures quoted in advertisements, that is those other than
the money market investment divisions, will refer to the net income generated
by an investment in a particular investment division for a thirty day period
or month, which is specified in the advertisement, and then expressed as a
percentage yield of that investment. This percentage yield is then compounded
semiannually. Change in accumulation unit value or change in annuity unit
value refers to the comparison between values of accumulation or annuity units
over specified periods in which an investment division has been in operation,
expressed as a percentage. Change in accumulation unit value or change in
annuity unit value may also be expressed as an annualized figure. In addition,
change in accumulation unit value or change in annuity unit value may be used
to illustrate performance for a hypothetical investment (such as $10,000) over
the time period specified. Yield, change in accumulation unit value and
effective yield figures do not reflect the possible imposition of an early
withdrawal charge of, for certain Enhanced Preference Plus Contracts, up to 7%
of the amount withdrawn attributable to a purchase payment, which may result
in a lower figure being experienced by the investor. Average annual total
return differs from the change in accumulation unit value and change in
annuity unit value because it assumes a steady rate of return and reflects all
expenses and applicable early withdrawal charges. Performance figures will
vary among the various Contracts and Income Annuities as a result of different
Separate Account charges and early withdrawal charges. Performance may be
calculated based upon historical performance of the Fund, Calvert Balanced
Portfolio, Calvert Capital Accumulation Portfolio and the Fidelity Funds and
may assume that certain contracts were in existence prior to their inception
date. After the inception date, actual accumulation unit or annuity unit data
is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time, the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit
and savings accounts. The Separate Account may use the Consumer Price Index in
its advertisements as a measure of inflation for comparison purposes. From
time to time, the Separate Account may advertise its performance ranking among
similar investments or compare its performance to averages as compiled by
independent organizations, such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS(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, the Standard & Poor's 400 Index, the
Standard & Poor's 600 Index, Lehman Brothers Government/Corporate Bond Index,
the Merrill Lynch High Yield Bond Index, The Morgan Stanley Capital
International All Country World 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," an amount equal to the interest earned during a
specified interval (i.e., monthly, quarterly) 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.

ARE THERE SPECIAL CHARGES THAT APPLY IF YOUR RETIREMENT PLAN TERMINATES ITS
CONTRACT OR TAKES OTHER ACTION?

Under certain Enhanced TSA Preference Plus Contracts, amounts equal to some
or all of the early withdrawal charge imposed under a contract of another
issuer in connection with the transfer of money into an Enhanced TSA
Preference Plus Contract may be

FFA-35
<PAGE>

...............................................................
credited to your Account Balance. If such amounts are credited to an Enhanced
TSA Preference Plus Contract, special termination charges may be imposed. These
charges may also apply if the plan introduces other funding vehicles provided
by other carriers. Charges are not imposed on plan participants; but rather are
absorbed by the Contractholder. Therefore, under the Contract, the participant
will incur only the withdrawal charges, if applicable, otherwise discussed in
this prospectus. The charges to the plan are imposed on the amount initially
transferred to MetLife for the first seven years according to the schedule in
the following table:

DURING CONTRACT YEAR

<TABLE>
<CAPTION>
8 &
1 2 3 4 5 6 7 BEYOND
---- ---- ---- ---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
5.6% 5.0% 4.5% 4.0% 3.0% 2.0% 1.0% 0%
</TABLE>

The charge to the plan, for partial withdrawals, is determined by multiplying
the amount of the withdrawal that is subject to the charge by the applicable
percentage shown above.

FFA-36
<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 during the participant's lifetime
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 distributions from IRAs 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 and Regulations thereunder 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.

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individual retirement arrangements, SIMPLE IRAs, SEPs and tax-qualified
pension and profit sharing plans) exceeds $160,000 (for 1997), an additional
penalty tax of 15% in addition to ordinary income taxes is imposed on the
excess. However, the 15% penalty tax is suspended during the calendar years
1997, 1998 and 1999. 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 may be 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, for taxable years after 1996, if you do not have a 5%
or more ownership interest in your employer, your entire interest in the
Contract must be withdrawn or begun to be withdrawn by April 1 of the calendar
year following the later of: the year in which the participant reaches age 70
1/2 or, to the extent permitted under your plan or contract, the year in which
the participant retires. A tax penalty of 50% applies to withdrawals which
should have been made but were not. Complex rules apply to the timing and
calculation of these withdrawals. Other complex rules apply to how rapidly
withdrawals must be made after the participant's death. Generally, if the
participant dies before the required withdrawals have begun, we must make
payment of your entire interest under the Contract within five years of the
year in which the participant died or begin payments under an income annuity
allowed by the Code to the participant's beneficiary over his or her lifetime
or over a period not beyond the beneficiary's life expectancy starting by the
December 31 following the year in which the participant dies. If the
participant's spouse is the beneficiary, payments may be made over the
spouse's lifetime or over a period not beyond the

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spouse's life expectancy starting by the December 31 of the year in which the
participant would have reached age 70 1/2, if later. If the participant dies
after required withdrawals have begun, payments must continue to be made at
least as rapidly as under the method of distribution that was used as of the
date of the death of the participant. If the Contract is subject to the
Retirement Equity Act, the participant's 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. Under rules
similar to those described above for TSAs, for taxable years after 1996, if
you do not have a 5% or more ownership interest in your employer, 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 later of: the year
in which you reach age 70 1/2 or, to the extent permitted under your Plan or
Contract, the year you retire. Also, if you die before required withdrawals
have begun, the entire interest in the plan generally must be paid within five
years of the year in which you died. The minimum distribution rules for 403(a)
Contracts are similar to those rules summarized above for TSAs.

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 you and your spouse is under age 70
1/2, you and your spouse may be able to make annual IRA contributions of up to
$4,000 ($2,000 each) to two IRAs, one in your name and one in your spouse's.
Neither can exceed $2,000, nor can it exceed your joint compensation.

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); (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; (4) made after December
31, 1996 to pay deductible medical expenses; or (5) made after December 31,
1996 to enable certain unemployed persons to pay medical insurance premiums.
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 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 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

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...............................................................
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 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 un-
der the Contract within five years of the year in which you died or begin pay-
ments 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 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 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.

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.

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. Amounts will not be
treated as "made available" under these rules if (i) an election to defer
commencement of a distribution is made by the participant and such election
meets certain requirements or, (ii) the total amount payable is $3,500 or less
and certain other requirements are met.

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 later of: the year in
which the participant attains age 70 1/2 or the year the participant retires.
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, and generally distributions may not
exceed 15 years.

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

FFA-40
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...............................................................
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 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 consulted special tax counsel regarding
the major Federal tax issues under (S)457. This advice from such counsel has
not been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

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 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 consulted special tax counsel regarding the major
Federal tax issues under (S)451. This advice from such counsel has not been
updated to reflect changes, if any, in the law and such advice was rendered
solely to MetLife and may not be relied upon by any person considering the
purchase of the Contract.

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

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...............................................................
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 consulted special tax counsel regarding the major Federal tax
issues under (S)451. This advice from such counsel has not been updated to
reflect changes, if any, in the law and such advice was rendered solely to
MetLife and may not be relied upon by any person considering the purchase of
the Contract.

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 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 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 and under
Department of Labor regulations issued under the Employee Retirement Income
Security Act of 1974. In connection with the sale of the Non-Qualified
Contract for Section 457(e)(11) Severance and Death Benefit Plans, MetLife
consulted special tax counsel regarding the major Federal tax issues under
(S)457. Subsequently, the United States Court of Appeals for the Federal
Circuit 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 decision addresses severance pay plans in a
different Code context, it is probable that a court would consider it in
determining the tax consequences of this arrangement. This advice received
from such counsel has not been updated to reflect this decision or other
changes in the law, and such advice was rendered solely to MetLife and may not
be relied upon by any person considering the purchase of the Contract. 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.

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.

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

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.

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 and PEDC 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 and PEDC Income Annuities will be
subject to the same federal income tax withholding treatment as regular wages.

Income payments (other than tax-free transfers under a PEDC plan) 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

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...............................................................
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, SIMPLE IRAs, SEPs and tax-qualified pension and
profit sharing plans) exceeds $160,000 (for 1997), a penalty tax of 15% in
addition to ordinary income taxes is imposed on the excess. However, the 15%
penalty tax is suspended during the calendar years 1997, 1998 and 1999. 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.

For taxable years after 1996, if you do not have a 5% or more ownership
interest in your employer, distributions of your entire interest under the
TSA, PEDC and 403(a) Income Annuities must be made beginning no later than the
April 1 of the calendar year following the later of: the year in which you
reach age 70 1/2 or, to the extent permitted under your plan or contract, the
year you retire. 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 payments begin under
an 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 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 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 consulted special tax counsel regarding
the major Federal tax issues under (S)457. This advice from such counsel has
not been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

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. It is
unclear

FFA-44
<PAGE>

...............................................................
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. 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 consulted special tax counsel regarding the
major Federal tax issues under (S)451. This advice from such counsel has not
been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

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.

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)451
deferred compensation plan should consult with their own tax advisors
regarding the application of the relevant rules to their particular situation.
In connection with the sale of the Non-Qualified Income Annuity for (S)451
Deferred Compensation Plans MetLife consulted special tax counsel regarding
the major Federal tax issues under (S)451. This advice from such counsel has
not been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

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. 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.

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 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 and under
Department of Labor regulations issued under the Employee Retirement Income
Security Act of 1974. In connection with the sale of the Non-Qualified Income
Annuity for Section 457(e)(11) Severance and Death Benefit Plans, MetLife
consulted special tax counsel regarding the major Federal tax issues under
(S)457. Subsequently, the United States Court of Appeals for the Federal
Circuit indicated that for purposes of another Code section, a severance pay
plan with features similar to this arrangement would not

FFA-45
<PAGE>

..............................
qualify as a valid severance pay plan. While this decision addresses severance
pay plans in a different Code context, it is probable that a court would
consider it in determining the tax consequences of this arrangement. This
advice received from such counsel has not been updated to reflect this
decision or other changes in the law, and such advice was rendered solely to
MetLife and may not be relied upon by any person considering the purchase of
the Income Annuity. 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.

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

FFA-46
<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.............................. 13
Financial Statements of MetLife........................................... 31
</TABLE>

FFA-47
<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, SIMPLE IRA AND 403(A) PEDC QUALIFIED
CONTRACTS AND SEP 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, SIMPLE IRA and SEP 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, SIMPLE
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-48
<PAGE>

REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS

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

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

[_] Calvert Capital Accumulation Portfolio

[_] Variable Insurance Products Funds

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

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

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

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

Johnstown, PA 15907-1407

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

- --------------------------------------------------------------------------------
Bulk
Rate
U.S.
Postage
[LOGO]MetLife(R) Paid
Rutland,
Metropolitan Life Insurance Company VT
Permit
Johnstown Office--PO Box 1407 220

Johnstown, PA 15907-1407
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, 1997

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, 1997 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.............................. 13
Financial Statements of MetLife........................................... 31
</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, 1996 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. When Metropolitan
Life provides administrative services to groups, such services may be provided
to a group on a basis more favorable than that otherwise made available to
other groups.

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, 1994, 1995 and 1996 were
$3,957,522, $5,252,058 and $6,200,708, 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 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

2
<PAGE>

................................................................................
each division represented by the payment. The number of such units will remain
fixed during the annuity period, assuming the annuitant makes no transfers of
annuity units to provide annuity units under another investment division or to
provide a fixed income option.

Subsequently, the variable income payment amount will be determined as of
the 10th day prior to a payment due date. Each payment may vary from the prior
one.

Therefore, the dollar amount of variable income payments after the first
will vary with the amount by which the investment performance is greater or
less than 4% per annum and separate account expenses. For example, on an
annual basis, if an investment division has a cumulative investment
performance of 6% over a one year period, the first variable income plan
payment 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-13, B-PPA-14, C-PPA-14 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) divided by 1,000 ...... $ 99.65
6. Annuity Unit Value (see Illustration of Calculation of Annuity
Unit Value above as of Annuity Date).......................... $ 10.80000
7. Number of Annuity Units (5) divided by (6).................... 9.22685
8. Assume Annuity Unit Value for the second month equal to (10
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," an amount equal to the interest earned during a
specified interval (i.e., monthly, quarterly) 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, 1996 TO DECEMBER 31, 1996--PREFERENCE PLUS CONTRACTS
(10% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... 20.67% 14.51%
Income Division..................................... 2.30% -3.99%
Diversified Division................................ 13.06% 6.85%
Aggressive Growth Division.......................... 6.35% 0.10%
Stock Index Division................................ 21.11% 14.96%
International Stock Division........................ -2.96% -9.28%
Calvert Responsibly Invested Balanced Division...... 11.19% 4.97%
</TABLE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996--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 88.78% 13.54% 13.24%
Income Division......... 7/2/90 34.17% 6.05% 5.64%
Diversified Division.... 7/2/90 63.57% 10.33% 9.99%
Aggressive Growth Divi-
sion................... 7/2/90 74.01% 11.70% 11.38%
Stock Index Division.... 7/2/90 87.86% 13.42% 13.13%
International Stock Di-
vision................. 7/1/91 29.78% 5.35% 4.92%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 54.38% 9.06% 8.70%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--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......... 7/2/90 113.70% 12.38% 12.32%
Income Division......... 7/2/90 64.90% 7.99% 7.91%
Diversified Division.... 7/2/90 92.20% 10.57% 10.50%
Aggressive Growth Divi-
sion................... 7/2/90 137.70% 14.24% 14.18%
Stock Index Division.... 7/2/90 124.30% 13.22% 13.16%
International Stock Di-
vision................. 7/1/91 37.70% 5.98% 5.74%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 86.80% 10.44% 10.36%
</TABLE>

FOR THE JANUARY 1, 1996 TO DECEMBER 31, 1996--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... 20.67% 15.36%
Income Division..................................... 2.30% -3.27%
Diversified Division................................ 13.06% 7.64%
Aggressive Growth Division.......................... 6.35% 0.84%
Stock Index Division................................ 21.11% 15.81%
International Stock Division........................ -2.96% -8.60%
Calvert Responsibly Invested Balanced Division...... 11.19% 5.75%
</TABLE>

5
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996--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 88.78% 13.54% 13.31%
Income Division......... 7/2/90 34.17% 6.05% 5.70%
Diversified Division.... 7/2/90 63.57% 10.33% 10.06%
Aggressive Growth Divi-
sion................... 7/2/90 74.01% 11.70% 11.45%
Stock Index Division.... 7/2/90 87.86% 13.42% 13.20%
International Stock Di-
vision................. 7/1/91 29.78% 5.35% 4.98%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 54.38% 9.06% 8.77%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--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......... 7/2/90 113.70% 12.38% 12.34%
Income Division......... 7/2/90 64.90% 7.99% 7.93%
Diversified Division.... 7/2/90 92.20% 10.57% 10.51%
Aggressive Growth Divi-
sion................... 7/2/90 137.70% 14.24% 14.20%
Stock Index Division.... 7/2/90 124.30% 13.22% 13.18%
International Stock Di-
vision................. 7/1/91 37.70% 5.98% 5.78%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 86.80% 10.44% 10.38%
</TABLE>

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--PREFERENCE PLUS
CONTRACTS

<TABLE>
<S> <C> <C> <C>
Growth Division............................. -0.06%
Income Division............................. 3.10%
Diversified Division........................ 2.09%
Aggressive Growth Division.................. -1.27%
Stock Index Division........................ 0.55%
International Stock Division................ -0.78%
</TABLE>

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--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..................................... 21.03% 14.88%
Income Division..................................... 2.62% -3.66%
Diversified Division................................ 13.44% 7.23%
Aggressive Growth Division.......................... 6.70% 0.45%
Stock Index Division................................ 21.48% 15.33%
International Stock Division........................ -2.71% -9.03%
Calvert Responsibly Invested Balanced Division...... 11.56% 5.34%
</TABLE>

6
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996--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 91.60% 13.87% 13.58%
Income Division......... 7/2/90 36.21% 6.37% 5.96%
Diversified Division.... 7/2/90 66.04% 10.66% 10.33%
Aggressive Growth Divi-
sion................... 7/2/90 76.63% 12.04% 11.72%
Stock Index Division.... 7/2/90 90.71% 13.77% 13.47%
International Stock Di-
vision................. 7/1/91 31.61% 5.64% 5.22%
Calvert Responsibly In-
vested Balanced Divi-
sion................... 5/1/91 56.70% 9.39% 9.03%
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--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......... 7/2/90 117.87% 12.72% 12.66%
Income Division......... 7/2/90 68.23% 8.33% 8.24%
Diversified Division.... 7/2/90 96.03% 10.90% 10.83%
Aggressive Growth Divi-
sion................... 7/2/90 142.29% 14.58% 14.52%
Stock Index Division.... 7/2/90 128.85% 13.57% 13.52%
International Stock Di-
vision................. 7/1/91 39.90% 6.29% 6.05%
Calvert Responsibly In-
vested Balanced Divi-
sion................... 5/1/91 70.80% 9.89% 9.71%
</TABLE>

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996-- ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (20% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..... 21.03% 15.73%
Income Division..... 2.62% -2.94%
Diversified Divi-
sion............... 13.44% 8.03%
Aggressive Growth
Division........... 6.70% 1.20%
Stock Index Divi-
sion............... 21.48% 16.18%
International Stock
Division........... -2.71% -8.35%
Calvert Responsibly
Invested Balanced
Division........... 11.56% 6.12%
Calvert Responsibly
Invested Capital
Accumulation Divi-
sion............... 6.39% 0.88%
Fidelity Equity-In-
come Division...... 13.21% 7.80%
Fidelity Growth Di-
vision............. 13.61% 8.21%
Fidelity Overseas
Division........... 12.13% 6.70%
Fidelity Investment
Grade Bond Divi-
sion............... 2.19% -3.38%
Fidelity Asset Man-
ager Division...... 13.47% 8.06%
</TABLE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996-- ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (20% FREE CORRIDOR VERSION)

7
<PAGE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996-- 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............. 7/2/90 117.87% 12.72% 12.67%
Income Division............. 7/2/90 68.23% 8.33% 8.26%
Diversified Division........ 7/2/90 96.03% 10.90% 10.85%
Aggressive Growth Division.. 7/2/90 142.29% 14.58% 14.54%
Stock Index Division........ 7/2/90 128.85% 13.57% 13.53%
International Stock
Division................... 7/1/91 39.90% 6.29% 6.09%
Calvert Responsibly Invested
Balanced Division.......... 5/1/91 70.80% 9.89% 9.74%
Calvert Responsibly Invested
Capital Accumulation
Division................... 5/1/92 55.36% 9.89% 9.58%
Fidelity Equity-Income
Division................... 5/1/92 103.82% 16.47% 16.25%
Fidelity Growth Division.... 5/1/92 98.43% 15.80% 15.57%
Fidelity Overseas Division.. 5/1/92 43.70% 8.07% 7.72%
Fidelity Investment Grade
Bond Division.............. 5/1/92 31.81% 6.09% 5.71%
Fidelity Asset Manager
Division................... 5/1/92 56.01% 9.99% 9.68%

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--
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............. 21.03% 21.03%
Income Division............. 2.62% 2.62%
Diversified Division........ 13.44% 13.44%
Aggressive Growth Division.. 6.70% 6.70%
Stock Index Division........ 21.48% 21.48%
International Stock
Division................... -2.71% -2.71%
Calvert Responsibly Invested
Balanced Division.......... 11.56% 11.56%
Calvert Responsibly Invested
Capital Accumulation
Division................... 6.39% 6.39%

FOR THE PERIOD JANUARY 1, 1992 THROUGH DECEMBER 31, 1996
ENHANCED NON-QUALIFIED PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division............. 91.60% 13.87% 13.87%
Income Division............. 36.21% 6.37% 6.37%
Diversified Division........ 66.04% 10.66% 10.66%
Aggressive Growth Division.. 76.63% 12.04% 12.04%
Stock Index Division........ 90.71% 13.77% 13.77%
International Stock
Division................... 31.61% 5.64% 5.64%
Calvert Responsibly Invested
Balanced Division.......... 56.70% 9.39% 9.39%
</TABLE>

8
<PAGE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996-- ENHANCED NON-QUALIFIED
PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--
ENHANCED PREFERENCE PLUS CONTRACTS

Growth Division............. 0.24%
Income Division............. 3.41%
Diversified Division........ 2.40%
Aggressive Growth Division.. -0.97%
Stock Index Division........ 0.86%
International Stock
Division................... -0.48%

FOR THE PERIOD MAY 1, 1996 TO DECEMBER 31, 1996--
FINANCIAL FREEDOM ACCOUNT CONTRACTS

<CAPTION>
CHANGE IN
ACCUMULATION
UNIT VALUE
------------
<S> <C> <C> <C> <C>
Growth Division............. 12.89%
Income Division............. 5.53%
Diversified Division........ 9.89%
Aggressive Growth Division.. -4.59%
International Stock
Division................... -4.18%

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--
FINANCIAL FREEDOM ACCOUNT CONTRACTS

<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C> <C> <C>
Stock Index Division........ 21.51% 21.51%
Calvert Responsibly Invested
Balanced Division.......... 11.54% 11.54%
Calvert Responsibly Invested
Capital Accumulation
Division................... 6.39% 6.39%
Fidelity Equity-Income
Division................... 13.21% 13.21%
Fidelity Growth Division.... 13.61% 13.61%
Fidelity Overseas Division.. 12.13% 12.13%
Fidelity Investment Grade
Bond Division.............. 2.19% 2.19%
Fidelity Asset Manager
Division................... 13.47% 13.47%
</TABLE>

9
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996-- FINANCIAL FREEDOM ACCOUNT
CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ --------------
<S> <C> <C> <C> <C>
Stock Index Division.... 90.64% 13.76% 13.76%
Calvert Responsibly
Invested Balanced
Division............... 56.83% 9.41% 9.41%
Calvert Responsibly
Invested Capital
Accumulation Division.. 57.54% 9.51% 9.51%
Fidelity Equity-Income
Division............... 116.71% 16.71% 16.71%
Fidelity Growth
Division............... 93.15% 14.05% 14.05%
Fidelity Overseas
Division............... 47.66% 8.10% 8.10%
Fidelity Investment
Grade Bond Division.... 31.45% 5.62% 5.62%
Fidelity Asset Manager
Division............... 62.52% 10.19% 10.19%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--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.... 7/1/91 111.80% 14.60% 14.60%
Calvert Responsibly
Invested Balanced
Division............... 7/1/91 71.10% 10.24% 10.24%
Calvert Responsibly
Invested Capital
Accumulation Division.. 7/1/91 68.10% 9.89% 9.89%
Fidelity Equity-Income
Division............... 7/1/91 139.90% 17.22% 17.22%
Fidelity Growth
Division............... 7/1/91 139.50% 17.19% 17.19%
Fidelity Overseas
Division............... 7/1/91 60.80% 9.01% 9.01%
Fidelity Investment
Grade Bond Division.... 7/1/91 44.60% 6.93% 6.93%
Fidelity Asset Manager
Division............... 7/1/91 75.20% 10.72% 10.72%

MONEY MARKET DIVISIONS--SEVEN DAY PERIOD ENDING DECEMBER 31, 1996

<CAPTION>
EFFECTIVE
YIELD YIELD
------------ --------------
<S> <C> <C> <C> <C>
VestMet Contracts....... 3.73% 3.80%
Enhanced VestMet
Contracts.............. 4.25% 4.34%
Financial Freedom
Account Contracts...... 3.27% 3.33%

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--VESTMET CONTRACTS

<CAPTION>
CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... 20.35% 12.80%
Income Division......... 2.07% -4.14%
Diversified Division.... 12.82% 5.65%
Aggressive Growth
Division............... 6.12% -0.30%
Stock Index Division.... 20.79% 13.63%
</TABLE>

10
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996--VESTMET CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ ------------
<S> <C> <C> <C> <C>
Growth Division.......... 86.46% 13.27% 12.08%
Income Division.......... 32.50% 5.79% 4.84%
Diversified Division..... 61.58% 10.07% 8.83%
Aggressive Growth
Division................ 71.91% 11.44% 10.53%
Stock Index Division..... 85.58% 13.16% 12.34%

FOR THE PERIOD JANUARY 1, 1987 TO DECEMBER 31, 1996--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.......... 3/ 1/85 241.76% 13.08% 12.82%
Income Division.......... 3/ 1/85 92.85% 6.79% 6.59%
Diversified Division..... 7/25/86 158.08% 9.95% 9.47%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--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>
Aggressive Growth
Division................ 5/18/88 243.30% 15.37% 15.31%
Stock Index Division..... 5/ 1/90 139.40% 13.97% 13.65%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--VESTMET CONTRACTS

Growth Division.......... -0.33%
Income Division.......... 2.83%
Diversified Division..... 1.83%
Aggressive Growth
Division................ -1.55%
Stock Index Division..... 0.29%

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--
ENHANCED VESTMET CONTRACTS

<CAPTION>
CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ ------------
<S> <C> <C> <C> <C>
Growth Division.......... 21.03% 20.60%
Income Division.......... 2.62% 2.37%
Diversified Division..... 13.44% 13.02%
Aggressive Growth
Division................ 6.70% 6.49%
Stock Index Division..... 21.48% 21.40%
</TABLE>

11
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996-- ENHANCED VESTMET
CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN CHANGE IN AVERAGE
ACCUMULATION ACCUMULATION ANNUAL
UNIT VALUE UNIT ANNUALIZED TOTAL RETURN
------------ --------------- ------------
<S> <C> <C> <C> <C>
Growth Division......... 91.60% 13.89% 13.56%
Income Division......... 36.21% 6.38% 6.17%
Diversified Division.... 66.04% 10.67% 10.38%
Aggressive Growth
Division............... 76.63% 12.05% 11.88%
Stock Index Division ... 90.71% 13.78% 13.74%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--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......... 5/11/87 193.47% 11.80% 11.54%
Income Division......... 5/11/87 113.39% 8.17% 7.99%
Diversified Division.... 5/11/87 148.98% 9.91% 9.65%
Aggressive Growth
Division............... 5/18/88 259.80% 16.00% 15.91%
Stock Index Division.... 5/ 1/90 148.30% 14.60% 14.57%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--
ENHANCED VESTMET CONTRACTS

Growth Division......... 0.24%
Income Division......... 3.40%
Diversified Division.... 2.40%
Aggressive Growth
Division............... -0.98%
Stock Index Division.... 0.85%
</TABLE>

12
<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, 1996 and the related statements of operations for the year then ended and
of changes in net assets for the years ended December 31, 1996 and 1995. 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, 1996 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, 1996 and the results of their operations for the
year then ended and the changes in their net assets for the years ended
December 31, 1996 and 1995 in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
Denver, Colorado
March 14, 1997

13
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<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 (43,763,756 Shares;
cost $1,086,793,926)................. $1,262,557,133 -- --
Income Portfolio (26,835,484 Shares;
cost $340,197,377)................... -- $331,686,579 --
Money Market Portfolio (1,697,924
Shares;
cost $18,213,225).................... -- -- $17,719,193
Diversified Portfolio (73,081,964
Shares;
cost $1,091,707,082)................. -- -- --
Aggressive Growth Portfolio
(43,017,363 Shares; cost
$1,052,988,427)...................... -- -- --
Stock Index Portfolio (47,315,370
Shares;
cost $785,866,183)................... -- -- --
International Stock Portfolio
(22,039,816 Shares; cost
$281,061,012)........................ -- -- --
Investments in Fidelity Variable
Insurance Products Funds at Value
(Note 1A):
Money Market Portfolio (1,208,178
Shares;
cost $1,208,178)..................... -- -- --
Equity-Income Portfolio (2,934,806
Shares;
cost $51,446,091).................... -- -- --
Growth Portfolio (2,253,019 Shares;
cost $58,480,516).................... -- -- --
Overseas Portfolio (682,702 Shares;
cost $11,458,496).................... -- -- --
Investment Grade Bond Portfolio
(361,771 Shares; cost $4,300,058).... -- -- --
Asset Manager Portfolio (2,124,498
Shares;
cost $31,103,170).................... -- -- --
Investments in Acacia Capital Corp. at
Value
(Note 1A):
Calvert Responsibly Invested Balanced
Portfolio (13,424,092 Shares; cost
$21,791,939)......................... -- -- --
Calvert Responsibly Invested Capital
Accumulation Portfolio (119,279
Shares;
cost $2,604,025)..................... -- -- --
-------------- ------------ -----------
Total investments.................. 1,262,557,133 331,686,579 17,719,193
Cash................................... 0 86 0
-------------- ------------ -----------
Total assets....................... 1,262,557,133 331,686,665 17,719,193
LIABILITIES............................ 0 0 0
-------------- ------------ -----------
NET ASSETS............................. $1,262,557,133 $331,686,665 $17,719,193
============== ============ ===========
</TABLE>

See Notes to Financial Statements.

14
<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>
-- $69,762,199 $2,891,685 $21,181 -- --
-- -- -- -- -- --
-- -- -- -- -- --
$1,218,276,331 -- -- -- -- --
-- -- -- -- $1,166,200,714 --
-- -- -- -- -- $1,051,820,670
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
- -------------- ----------- ---------- ------- -------------- --------------
1,218,276,331 69,762,199 2,891,685 21,181 1,166,200,714 1,051,820,670
0 0 0 0 23,425 4,816
- -------------- ----------- ---------- ------- -------------- --------------
1,218,276,331 69,762,199 2,891,685 21,181 1,166,224,139 1,051,825,486
1,010 0 0 0 0 0
- -------------- ----------- ---------- ------- -------------- --------------
$1,218,275,321 $69,762,199 $2,891,685 $21,181 $1,166,224,139 $1,051,825,486
============== =========== ========== ======= ============== ==============
</TABLE>

15
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<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 (43,763,756 Shares;
cost $1,086,793,926).................. -- -- --
Income Portfolio (26,835,484 Shares;
cost $340,197,377).................... -- -- --
Money Market Portfolio (1,697,924
Shares;
cost $18,213,225)..................... -- -- --
Diversified Portfolio (73,081,964
Shares;
cost $1,091,707,082).................. -- -- --
Aggressive Growth Portfolio (43,017,363
Shares;
cost $1,052,988,427).................. -- -- --
Stock Index Portfolio (47,315,370
Shares;
cost $785,866,183).................... -- -- --
International Stock Portfolio
(22,039,816 Shares;
cost $281,061,012).................... $263,375,806 -- --
Investments in Fidelity Variable
Insurance Products Funds at Value (Note
1A):
Money Market Portfolio (1,208,178
Shares;
cost $1,208,178)...................... -- $1,208,178 --
Equity-Income Portfolio (2,934,806
Shares;
cost $51,446,091)..................... -- -- $61,718,972
Growth Portfolio (2,253,019 Shares;
cost $58,480,516)..................... -- -- --
Overseas Portfolio (682,702 Shares;
cost $11,458,496)..................... -- -- --
Investment Grade Bond Portfolio
(361,771 Shares; cost $4,300,058)..... -- -- --
Asset Manager Portfolio (2,124,498
Shares;
cost $31,103,170)..................... -- -- --
Investments in Acacia Capital Corp. at
Value (Note 1A):
Calvert Responsibly Invested Balanced
Portfolio (13,424,092 Shares; cost
$21,791,939).......................... -- -- --
Calvert Responsibly Invested Capital
Accumulation Portfolio (119,279
Shares; cost $2,604,025).............. -- -- --
------------ ---------- -----------
Total investments................... 263,375,806 1,208,178 61,718,972
Cash.................................... 0 0 0
------------ ---------- -----------
Total assets........................ 263,375,806 1,208,178 61,718,972
LIABILITIES............................. 3 0 0
------------ ---------- -----------
NET ASSETS.............................. $263,375,803 $1,208,178 $61,718,972
============ ========== ===========
</TABLE>

See Notes to Financial Statements.

16
<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>
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
$70,159,001 -- -- -- -- --
-- $12,862,100 -- -- -- --
-- -- $4,428,072 -- -- --
-- -- -- $35,967,744 -- --
-- -- -- -- $23,814,340 --
-- -- -- -- -- $2,868,670
- ----------- ----------- ---------- ----------- ----------- ----------
70,159,001 12,862,100 4,428,072 35,967,744 23,814,340 2,868,670
0 0 0 0 0 0
- ----------- ----------- ---------- ----------- ----------- ----------
70,159,001 12,862,100 4,428,072 35,967,744 23,814,340 2,868,670
0 0 0 0 11 0
- ----------- ----------- ---------- ----------- ----------- ----------
$70,159,001 $12,862,100 $4,428,072 $35,967,744 $23,814,329 $2,868,670
=========== =========== ========== =========== =========== ==========
</TABLE>

17
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
MONEY
GROWTH INCOME MARKET
DIVISION DIVISION DIVISION
------------ ----------- --------
<S> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends (Note 2)......................... $119,479,173 $20,903,983 $872,226
Expenses (Note 3).......................... 13,285,367 4,023,986 287,861
------------ ----------- --------
Net investment income (loss)................ 106,193,806 16,879,997 584,365
------------ ----------- --------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss) from security
transactions............................... 4,171,722 (415,755) 68,719
Change in net unrealized appreciation (de-
preciation) of investments for the period.. 86,004,634 (8,798,638) 3,951
------------ ----------- --------
Net realized and unrealized gain (loss) on
investments (Note 1B)...................... 90,176,356 (9,214,393) 72,670
------------ ----------- --------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS.................. $196,370,162 $ 7,665,604 $657,035
============ =========== ========
</TABLE>

See Notes to Financial Statements.

18
<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>
$106,673,920 $ 6,639,168 $277,122 $2,014 $30,974,695 $ 24,706,615
13,666,068 642,114 -- -- 12,936,488 10,006,397
------------ ----------- -------- ------ ----------- ------------
93,007,852 5,997,054 277,122 2,014 18,038,207 14,700,218
------------ ----------- -------- ------ ----------- ------------
3,492,578 3,203,484 105,332 896 13,995,174 9,267,016
36,249,671 3,491,182 171,682 1,091 19,528,943 136,211,926
------------ ----------- -------- ------ ----------- ------------
39,742,249 6,694,666 277,014 1,987 33,524,117 145,478,942
------------ ----------- -------- ------ ----------- ------------
$132,750,101 $12,691,720 $554,136 $4,001 $51,562,324 $160,179,160
============ =========== ======== ====== =========== ============
</TABLE>

19
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
INTERNATIONAL FIDELITY FIDELITY
STOCK MONEY MARKET EQUITY-INCOME
DIVISION DIVISION DIVISION
------------- ------------ -------------
<S> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends (Note 2).................. $ 2,885,841 $39,196 $1,736,103
Expenses (Note 3)................... 3,371,772 9,921 458,081
----------- ------- ----------
Net investment income (loss).......... (485,931) 29,275 1,278,022
----------- ------- ----------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) from security
transactions......................... (567,290) -- 536,084
Change in net unrealized appreciation
(depreciation) of investments for the
period............................... (7,824,933) -- 4,720,111
----------- ------- ----------
Net realized and unrealized gain
(loss) on investments
(Note 1B)............................ (8,392,223) -- 5,256,195
----------- ------- ----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS............ $(8,878,154) $29,275 $6,534,217
=========== ======= ==========
</TABLE>

See Notes to Financial Statements.

20
<PAGE>

<TABLE>
<CAPTION>
CALVERT
FIDELITY CALVERT RESPONSIBLY
FIDELITY FIDELITY INVESTMENT FIDELITY RESPONSIBLY INVESTED
GROWTH OVERSEAS GRADE BOND ASSET MANAGER INVESTED BALANCED CAPITAL ACCUMULATION
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
-------- ---------- ---------- ------------- ----------------- --------------------
<S> <C> <C> <C> <C> <C>
$3,234,384 $ 175,730 $149,808 $1,747,704 $1,782,815 $ 4,618
545,806 92,120 36,452 287,434 235,528 19,456
- ---------- ---------- -------- ---------- ---------- --------
2,688,578 83,610 113,356 1,460,270 1,547,287 (14,838)
- ---------- ---------- -------- ---------- ---------- --------
749,434 69,554 58,065 123,178 100,445 15,739
3,570,146 970,598 (85,783) 2,319,810 566,392 126,449
- ---------- ---------- -------- ---------- ---------- --------
4,319,580 1,040,152 (27,718) 2,442,988 666,837 142,188
- ---------- ---------- -------- ---------- ---------- --------
$7,008,158 $1,123,762 $ 85,638 $3,903,258 $2,214,124 $127,350
========== ========== ======== ========== ========== ========
</TABLE>

21
<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,
1996 1995 1996 1995
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 106,193,806 $ 32,128,631 $ 16,879,997 $ 14,472,217
Net realized gain
(loss) from security
transactions.......... 4,171,722 4,526,295 (415,755) (304,896)
Change in net
unrealized apprecia-
tion
(depreciation) of in-
vestments............. 86,004,634 149,147,280 (8,798,638) 30,196,181
-------------- ------------ ------------ ------------
Net increase (decrease)
in net assets result-
ing from operations... 196,370,162 185,802,206 7,665,604 44,363,502
-------------- ------------ ------------ ------------
From capital transac-
tions:
Purchases.............. 207,046,963 119,147,077 51,586,091 38,348,185
Redemptions............ (47,250,025) (34,717,052) (21,951,226) (21,626,335)
-------------- ------------ ------------ ------------
Total net purchase pay-
ments (redemptions)... 159,796,938 84,430,025 29,634,865 16,721,850
Net portfolio trans-
fers.................. 67,651,148 709,712 (11,090,781) 105,436
Net other transfers.... (9,196) (65,975) (52,498) (48,564)
-------------- ------------ ------------ ------------
Net increase (decrease)
in net assets resulting
from capital transac-
tions.................. 227,438,890 85,073,762 18,491,586 16,778,722
-------------- ------------ ------------ ------------
NET CHANGE IN NET AS-
SETS................... 423,809,052 270,875,968 26,157,190 61,142,224
NET ASSETS--BEGINNING OF
PERIOD................. 838,748,081 567,872,113 305,529,475 244,387,251
-------------- ------------ ------------ ------------
NET ASSETS--END OF PERI-
OD..................... $1,262,557,133 $838,748,081 $331,686,665 $305,529,475
============== ============ ============ ============
</TABLE>

See Notes to Financial Statements.

22
<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,
1996 1995 1996 1995 1996 1995
------------ ------------ -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 584,365 $ 866,523 $ 93,007,852 $ 47,699,253 $ 5,997,054 $ 2,602,659
68,719 126,794 3,492,578 11,329,150 3,203,484 2,268,623
3,951 (162,456) 36,249,671 121,483,457 3,491,182 11,197,409
----------- ----------- -------------- ------------ ----------- -----------
657,035 830,861 132,750,101 180,511,860 12,691,720 16,068,691
----------- ----------- -------------- ------------ ----------- -----------
570,312 538,158 194,398,278 110,781,053 328,479 298,094
(3,423,459) (900,219) (59,132,388) (92,187,354) (6,037,182) (5,678,770)
----------- ----------- -------------- ------------ ----------- -----------
(2,853,147) (362,061) 135,265,890 18,593,699 (5,708,703) (5,380,676)
(1,245,903) 8,039 22,510,031 355,110 (309) 1,828
(10,233) (8,654) 12,072 (96,978) (331,290) (312,061)
----------- ----------- -------------- ------------ ----------- -----------
(4,109,283) (362,676) 157,787,993 18,851,831 (6,040,302) (5,690,909)
----------- ----------- -------------- ------------ ----------- -----------
(3,452,248) 468,185 290,538,094 199,363,691 6,651,418 10,377,782
21,171,441 20,703,256 927,737,227 728,373,536 63,110,781 52,732,999
----------- ----------- -------------- ------------ ----------- -----------
$17,719,193 $21,171,441 $1,218,275,321 $927,737,227 $69,762,199 $63,110,781
=========== =========== ============== ============ =========== ===========
</TABLE>

23
<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,
1996 1995 1996 1995 1996 1995
------------ ------------ ------------ ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE IN NET ASSETS:
From operations:
Net investment income
(loss)................ $ 277,122 $ 128,757 $ 2,014 $ 1,041 $ 18,038,207 $ 70,585,001
Net realized gain
(loss) from security
transactions.......... 105,332 158,342 896 2,350 13,995,174 15,141,923
Change in net
unrealized
appreciation (depreci-
ation) of invest-
ments................. 171,682 406,267 1,091 2,787 19,528,943 70,256,699
---------- ---------- ------- ------- -------------- ------------
Net increase (decrease)
in net assets result-
ing from operations... 554,136 693,366 4,001 6,178 51,562,324 155,983,623
---------- ---------- ------- ------- -------------- ------------
From capital transac-
tions:
Purchases.............. 1,000 8,062 -- 2 250,138,007 163,236,779
Redemptions............ (226,707) (288,116) -- -- (43,739,761) (1,794,242)
---------- ---------- ------- ------- -------------- ------------
Total net purchase pay-
ments (redemptions).... (225,707) (280,054) -- 2 206,398,246 161,442,537
Net portfolio trans-
fers.................. -- (1) -- -- 50,537,656 1,757,497
Net other transfers.... (504) 366 (2,842) (7,815) 3,398,268 (81,895)
---------- ---------- ------- ------- -------------- ------------
Net increase (decrease)
in net assets
resulting from capital
transactions.......... (226,211) (279,689) (2,842) (7,813) 260,334,170 163,118,139
---------- ---------- ------- ------- -------------- ------------
NET CHANGE IN NET
ASSETS................. 327,925 413,677 1,159 (1,635) 311,896,494 319,101,762
NET ASSETS--BEGINNING OF
PERIOD................. 2,563,760 2,150,083 20,022 21,657 854,327,645 535,225,883
---------- ---------- ------- ------- -------------- ------------
NET ASSETS--END OF
PERIOD................. $2,891,685 $2,563,760 $21,181 $20,022 $1,166,224,139 $854,327,645
========== ========== ======= ======= ============== ============
</TABLE>

See Notes To Financial Statements.

24
<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,
1996 1995 1996 1995 1996 1995
- -------------- ------------ -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
$ 14,700,218 $ 7,529,179 $ (485,931) $ (639,506) $ 29,275 $ 21,984
9,267,016 1,816,488 (567,290) 1,353,465 -- --
136,211,926 124,846,482 (7,824,933) (1,451,068) -- --
- -------------- ------------ -------------- -------------- --------------- --------------
160,179,160 134,192,149 (8,878,154) (737,109) 29,275 21,984
- -------------- ------------ -------------- -------------- --------------- --------------
202,848,091 138,304,038 54,610,204 64,285,315 790,399 295,596
(34,997,519) (18,133,152) (14,057,311) (49,206,721) (36,362) (255,339)
- -------------- ------------ -------------- -------------- --------------- --------------
167,850,572 120,170,886 40,552,893 15,078,594 754,037 40,257
120,978,787 415,442 (35,222,825) 83,265 (56,874) 46
52,966 (67,995) 325,191 44,025 2 15
- -------------- ------------ -------------- -------------- --------------- --------------
288,882,325 120,518,333 5,655,259 15,205,884 697,165 40,318
- -------------- ------------ -------------- -------------- --------------- --------------
449,061,485 254,710,482 (3,222,895) 14,468,775 726,440 62,302
602,764,001 348,053,519 266,598,698 252,129,923 481,738 419,436
- -------------- ------------ -------------- -------------- --------------- --------------
$1,051,825,486 $602,764,001 $ 263,375,803 $ 266,598,698 $ 1,208,178 $ 481,738
============== ============ ============== ============== =============== ==============
</TABLE>

25
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

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,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE IN NET ASSETS:
From operations:
Net investment income
(loss)................... $ 1,278,022 $ 1,021,213 $ 2,688,578 $ (175,669)
Net realized gain (loss)
from security transac-
tions.................... 536,084 160,135 749,434 127,068
Change in net unrealized
appreciation (deprecia-
tion) of investments..... 4,720,111 5,207,634 3,570,146 7,371,238
----------- ----------- ----------- -----------
Net increase (decrease) in
net assets resulting from
operations............... 6,534,217 6,388,982 7,008,158 7,322,637
----------- ----------- ----------- -----------
From capital transactions:
Purchases................. 22,048,401 16,817,276 23,398,367 17,390,531
Redemptions............... (1,329,666) (737,438) (1,970,202) (824,892)
----------- ----------- ----------- -----------
Total net purchase payments
(redemptions)............. 20,718,735 16,079,838 21,428,165 16,565,639
Net portfolio transfers... (346,911) 65,794 (334,126) 21,088
Net other transfers....... (178,878) (7,670) 17,720 (3,967)
----------- ----------- ----------- -----------
Net increase (decrease) in
net assets resulting from
capital transactions..... 20,192,946 16,137,962 21,111,759 16,582,760
----------- ----------- ----------- -----------
NET CHANGE IN NET ASSETS... 26,727,163 22,526,944 28,119,917 23,905,397
NET ASSETS--BEGINNING OF
PERIOD.................... 34,991,809 12,464,865 42,039,084 18,133,687
----------- ----------- ----------- -----------
NET ASSETS--END OF PERIOD.. $61,718,972 $34,991,809 $70,159,001 $42,039,084
=========== =========== =========== ===========
</TABLE>

See Notes to Financial Statements.

26
<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,
1996 1995 1996 1995 1996 1995
-------------- ------------- --------------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 83,610 $ (17,956) $ 113,356 $ 25,578 $ 1,460,270 $ 156,068
69,554 94,250 58,065 4,321 123,178 99,937
970,598 387,405 (85,783) 248,713 2,319,810 2,918,735
-------------- ------------- --------------- --------------- ----------- -----------
1,123,762 463,699 85,638 278,612 3,903,258 3,174,740
-------------- ------------- --------------- --------------- ----------- -----------
4,318,540 3,199,863 1,632,724 1,525,746 8,803,248 9,454,762
(313,735) (861,910) (227,234) (73,796) (1,258,380) (3,327,555)
-------------- ------------- --------------- --------------- ----------- -----------
4,004,805 2,337,953 1,405,490 1,451,950 7,544,868 6,127,207
1,030,103 (4,282) 33,900 2,201 (1,444,740) 8,480
1,096 1,266 70 (108) 260 1,713
-------------- ------------- --------------- --------------- ----------- -----------
5,036,004 2,334,937 1,439,460 1,454,043 6,100,388 6,137,400
-------------- ------------- --------------- --------------- ----------- -----------
6,159,766 2,798,636 1,525,098 1,732,655 10,003,646 9,312,140
6,702,334 3,903,698 2,902,974 1,170,319 25,964,098 16,651,958
-------------- ------------- --------------- --------------- ----------- -----------
$12,862,100 $ 6,702,334 $ 4,428,072 $ 2,902,974 $35,967,744 $25,964,098
============== ============= =============== =============== =========== ===========
</TABLE>

27
<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,
1996 1995 1996 1995
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
INCREASE IN NET ASSETS:
From operations:
Net investment income
(loss)................ $ 1,547,287 $ 1,313,629 $ (14,838) $ 58,641
Net realized gain
(loss) from security
transactions.......... 100,445 62,560 15,739 7,420
Change in net
unrealized apprecia-
tion (depreciation) of
investments........... 566,392 1,776,276 126,449 169,926
-------------- -------------- -------------- --------------
Net increase (decrease)
in net assets result-
ing from
operations............ 2,214,124 3,152,465 127,350 235,987
-------------- -------------- -------------- --------------
From capital transac-
tions:
Purchases.............. 5,452,236 4,002,957 1,411,338 528,894
Redemptions............ (413,069) (683,782) (35,043) (29,043)
-------------- -------------- -------------- --------------
Total net purchase
payments
(redemptions).......... 5,039,167 3,319,175 1,376,295 499,851
Net portfolio trans-
fers.................. 52,606 5,564 95,147 943
Net other transfers.... 38,711 (978) 122 (325)
-------------- -------------- -------------- --------------
Net increase (decrease)
in net assets result-
ing from
capital transactions.. 5,130,484 3,323,761 1,471,564 500,469
-------------- -------------- -------------- --------------
NET CHANGE IN NET AS-
SETS................... 7,344,608 6,476,226 1,598,914 736,456
NET ASSETS--BEGINNING
OF PERIOD............. 16,469,721 9,993,495 1,269,756 533,300
-------------- -------------- -------------- --------------
NET ASSETS--END OF
PERIOD................ $ 23,814,329 $ 16,469,721 $ 2,868,670 $ 1,269,756
============== ============== ============== ==============
</TABLE>

See Notes to Financial Statements.

28
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

Metropolitan Life Separate Account E (the "Separate Account") is a multi-
division unit investment trust registered under the Investment Company Act of
1940. Seven investment divisions correspond to the Growth, Income, Money
Market, Diversified, Aggressive Growth, Stock Index and International Stock
Portfolios of the Metropolitan Series Fund, Inc. (the "Fund"). The assets in
the Variable B, Variable C, and Variable D Divisions are restricted to
investing in the Growth Portfolio of the Fund. The Fidelity Money Market,
Equity-Income, Growth, Overseas, Investment Grade Bond, and Asset Manager
Divisions Correspond to the Money Market, Equity-Income, Growth, Overseas,
Investment Grade Bond, and Asset Manager Portfolios of Fidelity's Variable
Insurance Products Fund and Fidelity's Variable Insurance Products Fund II
("Fidelity"). The 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"). Separate Account investments in shares of
International Stock, Fidelity Money Market, Fidelity Equity-Income, Fidelity
Growth, Fidelity Overseas, Fidelity Investment Grade Bond and Fidelity Asset
Manager Portfolios commenced on July 1, 1991. Separate Account investments in
shares of the Calvert Responsibly Invested Balanced Portfolio and the Calvert
Responsibly Invested Capital Accumulation Portfolio commenced on September 17,
1991 and January 7, 1992, respectively. Each portfolio has specific objectives
relative to growth of capital and income.

The Separate Account was formed by Metropolitan Life Insurance Company
("Metropolitan Life") on September 27, 1983, and registered as a unit
investment trust on April 6, 1984. The assets of the Separate Account are the
property of Metropolitan Life.

A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting 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, 1996 are described in the Fund's 1996 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, 1996 are described in Fidelity's
1996 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, 1996 are described in
Calvert's 1996 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.

29
<PAGE>

D.PURCHASE PAYMENTS

Purchase payments received by Metropolitan Life are credited as
Accumulation Units as of the end of the valuation period in which
received, as provided in the prospectus.

E.ACCUMULATION UNITS

As of December 31, 1996, there were 256,404,567 Accumulation Units
outstanding, which consisted of 54,018,987 Accumulation Units in the
Growth Division, 18,575,294 Accumulation Units in the Income Division,
1,052,226 Accumulation Units in the Money Market Division, 60,043,548
Accumulation Units in the Diversified Division, 47,289,308 Accumulation
Units in the Aggressive Growth Division, 46,585,940 Accumulation Units
in the Stock Index Division, 19,016,793 Accumulation Units in the
International Stock Division, 101,038 Accumulation units in the Fidelity
Money Market Division, 2,446,388 Accumulation Units in the Fidelity
Equity-Income Division, 2,844,317 Accumulation Units in the Fidelity
Growth Division, 778,200 Accumulation Units in the Fidelity Overseas
Division, 299,993 Accumulation Units in the Fidelity Investment Grade
Bond Division, 1,892,545 Accumulation Units in the Fidelity Asset
Manager Division, 1,295,617 Accumulation Units in the Calvert
Responsibly Invested Balanced Division and 164,373 Accumulation Units in
the Calvert Responsibly Invested Capital Accumulation Division. In
addition to the above mentioned Accumulation Units, there were cash
reserves of $1,507,164 and $21,182 applicable to contracts receiving
annuity payout under the Variable Account B Division and Variable
Account D Division, respectively, and $5,422,688 in cash reserves for
Preference Plus (PPA) Immediate Annuities.

2.DIVIDENDS

On April 25, 1996 and December 16, 1996, the Fund declared dividends for
all shareholders of record on April 25, 1996 and December 26, 1996,
respectively. The amount of dividends received by the Separate Account
from the Fund was $313,414,757. The dividends were paid to Metropolitan
Life on April 26, 1996 and December 27, 1996, 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
3,876,924 shares, Income Division 1,687,455 shares, Money Market
Division 83,627 shares, Diversified Division 6,359,716 shares, Variable
B Division 215,476 shares, Variable C Division 8,994 shares, Variable D
Division 65 shares, Aggressive Growth Division 1,139,076 shares, Stock
Index Division 1,097,735 shares and International Stock Division 232,852
shares.

On the last working day of each month, Fidelity paid Metropolitan Life
dividends for the Fidelity Money Market Division. For 1996 the dividend
aggregated to $39,196. They were immediately reinvested and increased
the number of shares owned by the Fidelity Money Market Division by
39,196 shares.

On February 2, 1996 Fidelity paid Metropolitan Life a dividend of
$7,043,729 for the Fidelity Growth, Fidelity Overseas, Fidelity
Investment Grade Bond and Fidelity Asset Allocation, and Fidelity
Equity-Income Divisions. The dividends were immediately reinvested and
increased the number of shares owned as follows: Fidelity Growth
Division 116,429 shares, Fidelity Overseas Division 10,295 shares,
Fidelity Investment Grade Bond Division 12,589 shares, Fidelity Asset
Allocation Division 115,742 shares, and Fidelity Equity Income Division
92,052 shares.

On December 31, 1996 Calvert paid Metropolitan Life dividends of
$1,787,433 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 1,004,969 and 192
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 1.5% of the average daily values of the assets
in the Separate Account for VestMet contracts and 1.25% for Preference
Plus contracts. Of this charge, Metropolitan Life estimates .75% is for
general administrative expenses for VestMet contracts and .50% for
Preference Plus contracts and .75% is for the 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 expenses 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.

30
<PAGE>

INDEPENDENT AUDITORS' REPORT

Metropolitan Life Insurance Company

We have audited the accompanying consolidated balance sheets of Metropolitan
Life Insurance Company (the "Company") as of December 31, 1996 and 1995 and
the related consolidated statements of earnings, equity and cash flows for
each of the three years in the period ended December 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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 consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 1996 and 1995 and the consolidated results of its operations and
its consolidated cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.

As discussed in Notes 1 and 13 to the consolidated financial statements, the
Company has retroactively adopted applicable generally accepted accounting
principles relating to mutual life insurance companies and has changed, as of
December 31, 1994, the method of accounting for fixed maturity investments.

DELOITTE & TOUCHE LLP

New York, New York
April 4, 1997

31
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1996 AND 1995 (IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1996 1995
----- -------- --------
<S> <C> <C> <C>
ASSETS
Investments:
Fixed Maturities: 2,12
Available for Sale, at Estimated Fair Value......... $ 75,039 $ 76,412
Held to Maturity, at Amortized Cost................. 11,322 11,340
Equity Securities..................................... 2,12 2,816 1,749
Mortgage Loans on Real Estate......................... 2,12 18,964 17,216
Policy Loans.......................................... 12 5,842 5,714
Real Estate........................................... 2 7,744 8,761
Real Estate Joint Ventures............................ 4 851 753
Other Limited Partnership Interests................... 4 992 797
Leases and Leveraged Leases........................... 2 1,883 1,503
Short-Term Investments................................ 12 741 1,769
Other Invested Assets................................. 2,692 2,651
-------- --------
Total Investments................................... 128,886 128,665
Cash and Cash Equivalents.............................. 12 2,325 1,930
Deferred Policy Acquisition Costs...................... 7,227 6,508
Accrued Investment Income.............................. 1,611 1,961
Premiums and Other Receivables......................... 2,916 2,533
Deferred Income Taxes Receivable....................... 37 --
Other Assets........................................... 2,094 2,157
Separate Account Assets................................ 43,775 39,384
-------- --------
Total Assets........................................ $188,871 $183,138
======== ========
LIABILITIES AND EQUITY
LIABILITIES
Future Policy Benefits................................. 5 $ 69,223 $ 68,256
Policyholder Account Balances.......................... 5,12 47,674 48,133
Other Policyholder Funds............................... 12 4,179 4,006
Policyholder Dividends Payable......................... 1,817 1,825
Short- and Long-Term Debt.............................. 9,12 5,365 5,580
Income Taxes Payable: 6
Current............................................... 599 827
Deferred.............................................. -- 230
Other Liabilities...................................... 4,632 3,666
Separate Account Liabilities........................... 43,399 38,861
-------- --------
Total Liabilities................................... 176,888 171,384
-------- --------
Commitments and Contingencies (Notes 2, 4 and 10)
EQUITY
Retained Earnings...................................... 10,937 10,084
Net Unrealized Investment Gains........................ 3 1,028 1,646
Foreign Currency Translation Adjustments............... 18 24
-------- --------
Total Equity........................................ 13 11,983 11,754
-------- --------
Total Liabilities and Equity........................ $188,871 $183,138
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

The New York State Insurance Department (the "Department") recognizes only
statutory accounting practices for determining and reporting the financial
condition and results of operations of an insurance company for determining
solvency under the New York Insurance Law. No consideration is given by the
Department to financial statements prepared in accordance with generally
accepted accounting principles in making such determination.

32
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994 (IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1996 1995 1994
----- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES
Premiums....................................... 5 $11,462 $11,178 $10,078
Universal Life and Investment-Type Product Pol-
icy Fee Income................................ 1,173 1,105 883
Net Investment Income.......................... 3 8,848 8,711 8,283
Investment Gains, Net.......................... 3 603 199 4
Commissions, Fees and Other Income............. 1,152 741 636
------- ------- -------
Total Revenues................................ 23,238 21,934 19,884
------- ------- -------
BENEFITS AND OTHER DEDUCTIONS
Policyholder Benefits.......................... 5 12,525 11,976 11,179
Interest Credited to Policyholder Account Bal-
ances......................................... 2,868 3,143 3,040
Policyholder Dividends......................... 1,728 1,786 1,752
Other Operating Costs and Expenses............. 4,711 4,285 3,500
------- ------- -------
Total Benefits and Other Deductions........... 21,832 21,190 19,471
------- ------- -------
Earnings from Continuing Operations before In-
come Taxes.................................... 1,406 744 413
Income Taxes................................... 6 482 407 380
------- ------- -------
Earnings from Continuing Operations............ 924 337 33
------- ------- -------
Discontinued Operations:
(Loss) Earnings from Discontinued Operations
(Net of Income Tax (Benefit) Expense of $(18)
in 1996, $32 in 1995 and $54 in 1994)........ (52) (54) 81
(Loss) Gain on Disposal of Discontinued Opera-
tions (Net of Income Tax (Benefit) Expense of
$(11) in 1996 and $106 in 1995).............. (19) 416 --
------- ------- -------
(Loss) Earnings from Discontinued Operations... (71) 362 81
------- ------- -------
Net Earnings................................... 13 $ 853 $ 699 $ 114
======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

33
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1996 ,1995 AND 1994 (IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1996 1995 1994
----- ------- ------- ------
<S> <C> <C> <C> <C>
Retained Earnings, Beginning of Year........... $10,084 $ 9,385 $9,271
Net Earnings................................... 853 699 114
------- ------- ------
Retained Earnings, End of Year................. 10,937 10,084 9,385
------- ------- ------
Net Unrealized Investment Gains (Losses),
Beginning of Year.............................. 1,646 (955) 259
Cumulative Effect of Accounting Change......... 1 -- -- (1,247)
Change in Unrealized Investment (Losses) Gains. (618) 2,601 33
------- ------- ------
Net Unrealized Investment Gains (Losses), End
of Year........................................ 1,028 1,646 (955)
------- ------- ------
Foreign Currency Translation Adjustments,
Beginning of Year.............................. 24 (2) (17)
Change in Foreign Currency Translation
Adjustments.................................... (6) 26 15
------- ------- ------
Foreign Currency Translation Adjustments, End
of Year........................................ 18 24 (2)
------- ------- ------
Total Equity, End of Year...................... 13 $11,983 $11,754 $8,428
======= ======= ======
</TABLE>

See accompanying notes to consolidated financial statements.

34
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN MILLIONS)

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Net Cash Provided by Operating Activities......... $ 3,688 $ 4,823 $ 3,980
Cash Flows from Investing Activities:
Sales, Maturities and Repayments of:
Fixed Maturities................................ 76,117 64,372 47,658
Equity Securities............................... 2,069 694 795
Mortgage Loans on Real Estate................... 2,380 3,182 2,684
Real Estate..................................... 1,948 1,193 688
Real Estate Joint Ventures...................... 410 387 471
Other Limited Partnership Interests............. 178 42 24
Purchases of:
Fixed Maturities................................ (76,225) (66,693) (51,073)
Equity Securities............................... (2,742) (781) (812)
Mortgage Loans on Real Estate................... (4,225) (2,491) (1,465)
Real Estate..................................... (859) (904) (773)
Real Estate Joint Ventures...................... (130) (285) (51)
Other Limited Partnership Interests............. (307) (87) (164)
Net Change in Short-Term Investments............. 1,028 (634) 198
Net Change in Policy Loans....................... (128) (112) (393)
Other, Net....................................... (438) (568) (107)
-------- -------- --------
Net Cash Used by Investing Activities............. (924) (2,685) (2,320)
-------- -------- --------
Cash Flows from Financing Activities:
Policyholder Account Balances
Deposits........................................ 17,167 16,017 15,580
Withdrawals..................................... (19,321) (19,142) (16,876)
Additions to Long-Term Debt...................... -- 692 148
Repayments of Long-Term Debt..................... (284) (389) (334)
Net Increase (Decrease) in Short-Term Debt....... 69 (78) 143
-------- -------- --------
Net Cash Used by Financing Activities............. (2,369) (2,900) (1,339)
-------- -------- --------
Change in Cash and Cash Equivalents............... 395 (762) 321
Cash and Cash Equivalents, Beginning of Year...... 1,930 2,692 2,371
-------- -------- --------
Cash and Cash Equivalents, End of Year............ $ 2,325 $ 1,930 $ 2,692
======== ======== ========
Supplemental Cash Flow Information:
Interest Paid.................................... $ 310 $ 280 $ 257
======== ======== ========
Income Taxes Paid................................ $ 497 $ 283 $ 161
======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.

35
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994 (IN MILLIONS)

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- ------
<S> <C> <C> <C>
Net Earnings......................................... $ 853 $ 699 $ 114
Adjustments to Reconcile Net Earnings to Net Cash
Provided by Operating Activities:
Change in Deferred Policy Acquisition Costs, Net... (391) (376) (538)
Change in Accrued Investment Income................ 350 (191) (70)
Change in Premiums and Other Receivables........... (106) (29) (458)
Undistributed (Income) Loss of Real Estate Joint
Ventures and Other Limited Partnerships........... 100 (95) 150
Gains from Sale of Investments and Businesses, Net. (573) (721) (4)
Depreciation and Amortization Expenses............. (18) 30 (25)
Interest Credited to Policyholder Account Balances. 2,868 3,143 3,040
Universal Life and Investment-Type Product Policy
Fee Income........................................ (1,173) (1,105) (883)
Change in Future Policy Benefits................... 2,149 2,332 2,089
Change in Other Policyholder Funds................. 181 (66) 65
Change in Policyholder Dividends Payable........... (8) 11 (55)
Change in Income Taxes Payable..................... (134) 327 503
Other, Net......................................... (410) 864 52
------- ------- ------
Net Cash Provided by Operating Activities............ $ 3,688 $ 4,823 $3,980
======= ======= ======
</TABLE>

See accompanying notes to consolidated financial statements.

36
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

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

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP"). The New
York State Insurance Department (the "Department") recognizes only statutory
accounting practices for determining and reporting the financial condition and
results of operations of an insurance company for determining solvency under
the New York Insurance Law. No consideration is given by the Department to
financial statements prepared in accordance with GAAP in making such
determination.

The accompanying consolidated financial statements include the accounts of
MetLife and its subsidiaries, partnerships and joint venture interests in
which MetLife has control. Other equity investments in affiliated companies,
partnerships and joint ventures are generally reported on the equity basis.
Significant intercompany transactions and balances have been eliminated in
consolidation.

Minority interest related to subsidiaries, partnership and joint venture
interests that are consolidated amounted to $149 million and $137 million at
December 31, 1996 and 1995, respectively, and is included in other
liabilities. Minority interest in earnings of $30 million, $22 million and $5
million in 1996, 1995 and 1994, respectively, is included in other operating
costs and expenses.

In August 1996, MetLife completed a merger with New England Mutual Life
Insurance Company ("The New England") whereby The New England was merged
directly into MetLife. The merger was accounted for as a pooling of interest
and, accordingly, the accompanying consolidated financial statements include
the accounts and operations of The New England for all periods.

Prior to 1996, MetLife, as a mutual life insurance company, prepared its
financial statements in conformity with accounting practices prescribed or
permitted by the Department (statutory financial statements), which accounting
practices were considered to be GAAP for a mutual life insurance company. In
1996, MetLife adopted Interpretation No. 40, Applicability of Generally
Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises
(the "Interpretation"), and Statement of Financial Accounting Standards
("SFAS") No. 120, Accounting and Reporting by Mutual Life Insurance
Enterprises and by Insurance Enterprises for Certain Long Duration
Participating Policies (the "Standard"), of the Financial Accounting Standards
Board ("FASB"). The Interpretation and the Standard required mutual life
insurance companies to adopt all standards promulgated by the FASB in their
general purpose financial statements. The financial statements of MetLife for
1995 and 1994 have been retroactively restated to reflect the adoption of all
applicable authoritative GAAP pronouncements. The effect of such adoption,
except for SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," has been reflected in equity at January 1, 1994 (see Note
13).

As of December 31, 1994, the Company adopted SFAS No. 115, which expanded
the use of fair value accounting for those securities that a company does not
have positive intent and ability to hold to maturity. Implementation of SFAS
No. 115 decreased consolidated equity at December 31, 1994, by $1,247 million,
net of deferred income taxes, amounts attributable to participating pension
contractholders and adjustments of deferred policy acquisition costs and
future policy benefits. In 1995, the FASB issued implementation guidance for
SFAS No. 115 and permitted companies a one-time opportunity, through December
31, 1995, to reassess the appropriateness of the classification of all
securities held at that time. On December 31, 1995, the Company transferred
$3,058 million of securities classified as held to maturity to the available
for sale portfolio. As a result, consolidated equity at December 31, 1995,
increased by

37
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
$135 million, excluding the effects of deferred income taxes, amounts
attributable to participating pension contractholders and adjustments of
deferred policy acquisition costs and future policy benefits.

VALUATION OF INVESTMENTS

Fixed maturity securities for which the Company has the positive intent and
ability to hold to maturity are stated principally at amortized cost and
include bonds and redeemable preferred stock. All other fixed maturity
securities are classified as available for sale and are reported at estimated
fair value. Equity securities are stated principally at estimated fair value
and include common stocks and nonredeemable preferred stocks. Unrealized
investment gains and losses on fixed maturity securities available for sale
and equity securities are reported as a separate component of equity. Such
amounts are net of related deferred income taxes, amounts attributable to
participating pension contractholders and adjustments of deferred policy
acquisition costs and future policy benefits relating to unrealized gains on
available for sale securities. Costs of fixed maturity and equity securities
are adjusted for impairments in value deemed to be other than temporary. All
security transactions are recorded on a trade date basis.

Mortgage loans in good standing are carried at outstanding principal
balances less unaccreted discounts. Mortgage loans are considered impaired
when, based on current information and events, it is probable that the Company
will be unable to collect all amounts due according to the contract terms of
the loan agreement. When the Company determines that a loan is impaired, an
allowance for loss is established for the difference between the carrying
value of the mortgage loan and the estimated fair value. Estimated fair value
is based on either the present value of expected future cash flows discounted
at the loan's effective interest rate, the loan's observable market price or
the fair value of the collateral. The provision for losses is reported as a
realized investment loss. Mortgage loans deemed to be uncollectible are
charged against the allowance for losses and subsequent recoveries, if any,
are credited to the allowance for losses.

Investment real estate, including real estate acquired in satisfaction of
debt, is generally stated at depreciated cost (or amortized cost for capital
leases). At the date of foreclosure, real estate acquired in satisfaction of
debt is recorded at estimated fair value. Cost is adjusted for impairment
whenever events or changes in circumstances indicate that the carrying amount
of the investment may not be recoverable. In performing the review for
recoverability, management estimates future cash flows expected from real
estate investments including proceeds on disposition. If the sum of such
expected future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the real estate, an impairment loss is recognized.
Measurement of impairment losses is based on the estimated fair market value
of the real estate, which is generally computed using the present value of
expected future cash flows discounted at a rate commensurate with underlying
risks. Real estate investments that management intends to sell in the near
term are reported at the lower of cost or estimated fair market value less
allowances for the estimated cost of sales. Changes in allowances relating to
real estate to be disposed of and impairments of real estate are reported as
realized investment gains or losses.

Depreciation, including charges relating to capital leases, of real estate
is computed using the straight-line method over the estimated useful lives of
the properties, which generally range from 20 to 40 years or the terms of the
lease, if shorter. Accumulated depreciation and amortization on real estate
was $2,109 million and $2,187 million at December 31, 1996 and 1995,
respectively. Depreciation and amortization expense totaled $348 million, $427
million and $356 million for the years ended December 31, 1996, 1995 and 1994,
respectively.

Policy loans are stated at unpaid principal balances. Short-term investments
are stated at amortized cost, which approximates fair value.

The Company acts as the lessor of equipment in both direct financing and
operating lease transactions. At lease commencement, the Company records the
aggregate future minimum lease payments due, the estimated residual value of
the leased equipment and unearned lease income for direct financing leases.
The unearned lease income represents the excess of aggregate future minimum
lease receipts plus the estimated residual value over the cost of the leased
equipment or its net capitalized value. Lease income is recognized over the
term of the lease in a manner which reflects a level yield on the net
investment in the lease. Certain origination fees and costs are deferred and
recognized over the term of the lease using the interest method. For operating
lease transactions, the cost of equipment or its net realizable value is
depreciated on a straight-line basis over its estimated economic life and
lease income is recorded as earned.

38
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company participates in leasing transactions in which it supplies only a
portion of the purchase price, but generally has the entire equity interest in
the equipment and rentals receivable (leveraged leases). These interests,
however, are subordinated to the interests of the lenders supplying the
nonequity portion of the repurchase price. The financing is generally in the
form of long-term debt that provides for no recourse against the Company and
is collateralized by the property. The investment in leveraged leases is
recorded net of the nonrecourse debt. Revenue, including related tax benefits,
is recorded over the term of the lease at a level rate of return. Management
regularly reviews residual values and writes down residuals to expected values
as needed.

INVESTMENT RESULTS

Realized investment gains and losses are determined by specific
identification and are presented as a component of revenues. Valuation
allowances are netted against asset categories to which they apply and
provisions for losses for investments are included in investment gains and
losses.

PROPERTY AND EQUIPMENT

Property and equipment and leasehold improvements are included in other
assets, and are stated at cost, less accumulated depreciation and
amortization. Depreciation, including charges relating to capitalized leases,
is provided using the straight-line or sum of the years digits methods over
the estimated useful lives of the assets, which generally range from 20 to 40
years for real estate and five to 15 years or the term of the lease, if
shorter, for all other property and equipment. Amortization of leasehold
improvements is provided using the straight-line method over the lesser of the
term of the lease or the estimated useful life of the improvements.

RECOGNITION OF INCOME AND EXPENSES

Premiums from traditional life and annuity policies with life contingencies
are generally recognized as income when due. Benefits and expenses are matched
with such income so as to result in the recognition of profits over the life
of the contract. This match is accomplished by means of the provision for
liabilities for future policy benefits and the deferral and subsequent
amortization of policy acquisition costs.

For contracts with a single premium, or limited number of premium payments
due over a significantly shorter period of time than the total period over
which benefits are provided ("limited payment contracts"), premiums are
recorded as income when due with any excess profit deferred and recognized in
income in a constant relationship to insurance in force or, for annuities, the
amount of expected future benefit payments.

Premiums from nonmedical health contracts are recognized as income on a pro
rata basis over the contract terms.

Premiums from universal life and investment-type contracts are reported as
deposits to policyholder account balances. Revenues from these contracts
consist of amounts assessed during the period against policyholder account
balances for mortality, policy administration and surrender charges. Policy
benefits and claims that are charged to expenses include benefit claims
incurred in the period in excess of related policyholder account balances and
interest credited to policyholder account balances.

Property and liability premiums are generally recognized as revenue on a pro
rata basis over the policy term. Unearned premiums are included in other
liabilities and are computed principally by the monthly pro rata method.

DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business, principally commissions, agency and
policy issue expenses, all of which vary with and are primarily related to the
production of new business, have been deferred. Deferred policy acquisition
costs are subject to recoverability testing at the time of policy issue and
loss recognition testing at the end of each accounting period.

Deferred policy acquisition costs are amortized over 40 years for
participating traditional life and 30 years for universal life and investment-
type products as a constant percentage of estimated gross margins or profits
arising principally from surrender charges and interest, mortality and expense
margins based on historical and anticipated

39
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
future experience, updated regularly. The effects of revisions to experience
on previous amortization of deferred policy acquisition costs are reflected in
earnings in the period estimated gross margins or profits are revised.

For nonparticipating traditional life and annuity policies with life
contingencies, deferred policy acquisition costs are amortized in proportion
to anticipated premiums. Assumptions as to anticipated premiums are estimated
at the date of policy issue and are consistently applied during the life of
the contracts. Deviations from estimated experience are reflected in earnings
in the period such deviations occur. For these contracts, the amortization
periods generally are for the estimated life of the policy.

For nonmedical health insurance contracts, deferred policy acquisition costs
are amortized over the life of the contracts (generally 10 years) in
proportion to anticipated premium revenue at the time of issue.

For property and liability insurance, deferred policy acquisition costs are
amortized over the terms of policies or reinsurance treaties.

VALUE OF INSURANCE BUSINESS ACQUIRED AND GOODWILL

The cost of insurance acquired of $358 million and $381 million at December
31, 1996 and 1995, respectively, and the excess of purchase price over the
fair value of net assets acquired of $17 million and $22 million at December
31, 1996 and 1995, respectively, are included in other assets. The cost of
insurance acquired is being amortized over the expected policy or contract
duration in relation to the present value of estimated gross profits from such
policies and contracts. Accumulated amortization of cost of insurance acquired
was $48 million and $18 million at December 31, 1996 and 1995, respectively,
and related amortization expense was $30 million, $27 million and $2 million
for the years ended December 31, 1996, 1995 and 1994, respectively. The excess
of purchase price over the fair value of assets acquired is being amortized
generally over a 10 year period using the straight-line method. Accumulated
amortization of cost in excess of net assets acquired was $48 million and $43
million at December 31, 1996 and 1995, respectively, and related amortization
expense was $5 million, $5 million and $6 million for the years ended December
31, 1996, 1995 and 1994, respectively.

FUTURE POLICY BENEFITS AND POLICYHOLDER ACCOUNT BALANCES

Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of net level premium reserves
for death and endowment policy benefits, the liability for terminal dividends
and premium deficiency reserves. The net level premium reserve is calculated
based on the nonforfeiture interest rate, ranging from 2.5 percent to 7.0
percent, and mortality rates guaranteed in calculating the cash surrender
values described in such contracts. Premium deficiency reserves are
established, if necessary, when the liabilities for future policy benefits
plus the present value of expected future gross premiums are insufficient to
provide for expected future policy benefits and expenses after deferred policy
acquisition costs are written off.

Future policy benefit liabilities for traditional annuities during the
accumulation period are equal to accumulated contractholder fund balances and,
after annuitization, are equal to the present value of expected future
payments. Interest rates used in establishing future policy benefit
liabilities range from 2.5 percent to 7.0 percent for life insurance policies
and 6.0 percent to 8.25 percent for annuity contracts.

Policyholder account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account values
represent an accumulation of gross premium payments plus credited interest
less expense and mortality charges and withdrawals.

Benefit liabilities for nonmedical health insurance are calculated using the
net level premium method and assumptions as to future morbidity, withdrawals
and interest, which provide a margin for adverse deviation. Benefit
liabilities for disabled lives are estimated using the present value of
benefits method and experience assumptions as to claim terminations, expenses
and interest.

For property and liability insurance, the liability for unpaid reported
losses is based on a case by case or overall estimate using the Company's past
experience. A provision is also made for losses incurred but not reported on
the basis of estimates and past experience.

40
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

INCOME TAXES

MetLife and its eligible life insurance and nonlife insurance subsidiaries
file a consolidated federal income tax return. The future tax consequences of
temporary differences between financial reporting and tax basis of assets and
liabilities are measured as of the balance sheet dates and are recorded as
deferred tax assets or liabilities.

SEPARATE ACCOUNT OPERATIONS

Separate Accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business
of the Company. Separate Account assets are subject to general account claims
only to the extent the value of such assets exceeds the Separate Account
liabilities. Separate Account assets and liabilities also include assets and
liabilities relating to unit-linked products sold in the United Kingdom.

Investments held in the Separate Accounts (stated at estimated fair market
value) and liabilities of the Separate Accounts (including participants'
corresponding equity in the Separate Accounts) are reported separately as
assets and liabilities. Deposits to Separate Accounts are reported as
increases in Separate Account liabilities and are not reported in revenues.
Mortality, policy administration and surrender charges to all Separate
Accounts are included in revenues.

POLICYHOLDER DIVIDENDS

The amount of policyholder dividends to be paid is determined annually by
the Board of Directors. The aggregate amount of policyholder dividends is
related to actual interest, mortality, morbidity and expense experience for
the year and management's judgment as to the appropriate level of statutory
surplus to be retained by the Company.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.

CONSOLIDATED STATEMENTS OF CASH FLOWS--NON CASH TRANSACTIONS

For the years ended December 31, 1996, 1995 and 1994, respectively, real
estate of $189 million, $429 million and $273 million was acquired in
satisfaction of debt. At December 31, 1996 and 1995, the Company owned real
estate acquired in satisfaction of debt of $456 million and $649 million,
respectively. During 1995 and 1994, respectively, the company assumed
liabilities of $1,573 million and $88 million and received assets of $1,573
million and $86 million through assumption of certain businesses from other
insurance companies.

DISCONTINUED OPERATIONS

In January 1995, the Company contributed its group medical benefits
businesses to a corporate joint venture, The MetraHealth Companies, Inc.
("MetraHealth"). In October 1995, the Company sold its investment in
MetraHealth to United HealthCare Corporation. For its interest in MetraHealth,
the Company received $485 million face amount of United HealthCare Corporation
convertible preferred stock and $326 million in cash (including additional
consideration of $50 million in 1996). The sale resulted in an aftertax loss
of $36 million in 1996 and an aftertax gain of $372 million in 1995. Operating
losses in 1996 related principally to the finalization of the transfer of
group medical contracts to MetraHealth. The Company also has the right to
receive from United HealthCare Corporation up to approximately $169 million in
cash based on the 1997 consolidated financial results of United HealthCare
Corporation.

During 1995, the company also sold its real estate brokerage, mortgage
banking and mortgage administration operations for an aggregate consideration
of $251 million (including additional cash consideration of $25 million in
1996), resulting in aftertax gains of $17 million in 1996 and $44 million in
1995.

These operations are accounted for as discontinued operations and,
accordingly, are segregated in the accompanying consolidated statements of
earnings.

41
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of foreign operations and subsidiaries are translated
at the exchange rate in effect at year end. Revenues and benefits and other
expenses are translated at the average rate prevailing during the year.
Translation adjustments arising from the use of differing exchange rates from
period to period are charged or credited directly to equity.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
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. Actual results could differ from those estimates.

2. INVESTMENTS

FIXED MATURITY AND EQUITY SECURITIES

The cost or amortized cost, gross unrealized gain and loss and estimated
fair value of fixed maturity and equity securities, by category, are shown
below.

HELD TO MATURITY SECURITIES--DECEMBER 31, 1996 (in millions)

<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED ------------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- --------- ------ ----------
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies.......... $ 48 $ 3 $ 51
States and political subdivisions... 58 1 59
Foreign governments................. 260 5 265
Corporate........................... 7,520 236 $ 64 7,692
Mortgage-backed securities.......... 689 1 16 674
Other............................... 2,746 85 24 2,807
------- -------- --------- -------
Total bonds........................ 11,321 331 104 11,548
Redeemable preferred stocks.......... 1 -- -- 1
------- -------- --------- -------
Total Fixed Maturities............. $11,322 $ 331 $ 104 $11,549
======= ======== ========= =======

HELD TO MATURITY SECURITIES--DECEMBER 31, 1995 (in millions)

Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies.......... $ 63 $ 3 $ 66
States and political subdivisions... 57 -- 57
Foreign governments................. 194 10 204
Corporate........................... 8,039 398 $ 33 8,404
Mortgage-backed securities.......... 860 5 31 834
Other............................... 2,126 128 5 2,249
------- -------- --------- -------
Total bonds........................ 11,339 544 69 11,814
Redeemable preferred stocks.......... 1 -- -- 1
------- -------- --------- -------
Total Fixed Maturities............. $11,340 $544 $ 69 $11,815
======= ======== ========= =======
</TABLE>

42
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
AVAILABLE FOR SALE SECURITIES--DECEMBER 31, 1996 (in millions)

<TABLE>
<CAPTION>
GROSS
UNREALIZED
-----------
ESTIMATED
AMORTIZED FAIR
COST GAIN LOSS VALUE
--------- ------ ---- ---------
Fixed Maturities:
Bonds:
<S> <C> <C> <C> <C>
U. S. Treasury securities and obligations of
U. S. government corporations and agencies.. $12,949 $ 901 $128 $13,722
States and political subdivisions............ 536 13 1 548
Foreign governments.......................... 2,597 266 6 2,857
Corporate.................................... 32,520 1,102 294 33,328
Mortgage-backed securities................... 21,200 407 91 21,516
Other........................................ 2,511 90 30 2,571
------- ------ ---- -------
Total bonds.................................. 72,313 2,779 550 74,542
Redeemable preferred stocks................... 500 -- 3 497
------- ------ ---- -------
Total Fixed Maturities....................... $72,813 $2,779 $553 $75,039
======= ====== ==== =======
Equity Securities:
Common stocks................................. $ 1,882 $ 648 $ 55 $ 2,475
Nonredeemable preferred stocks................ 371 51 81 341
------- ------ ---- -------
Total Equity Securities...................... $ 2,253 $ 699 $136 $ 2,816
======= ====== ==== =======
</TABLE>

AVAILABLE FOR SALE SECURITIES--DECEMBER 31, 1995 (in millions)

<TABLE>
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations
of U. S. government corporations and agencies.... $15,963 $2,194 $ 4 $18,153
States and political subdivisions................. 54 1 -- 55
Foreign governments............................... 1,851 195 -- 2,046
Corporate......................................... 29,742 1,905 124 31,523
Mortgage-backed securities........................ 21,255 707 28 21,934
Other............................................. 1,788 235 7 2,016
------- ------ ---- -------
Total bonds....................................... 70,653 5,237 163 75,727
Redeemable preferred stocks......................... 593 95 3 685
------- ------ ---- -------
Total Fixed Maturities.............................. $71,246 $5,332 $166 $76,412
======= ====== ==== =======
Equity Securities:
Common stocks...................................... $ 1,372 $ 389 $134 $ 1,627
Nonredeemable preferred stocks..................... 167 2 47 122
------- ------ ---- -------
Total Equity Securities........................... $ 1,539 $ 391 $181 $ 1,749
======= ====== ==== =======
</TABLE>

43
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The amortized cost and estimated fair value of bonds classified as held to
maturity, by contractual maturity, are shown below.

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
DECEMBER 31, 1996 (in millions)
Due in one year or less........................ $ 389 $ 391
Due after one year through five years.......... 3,317 3,413
Due after five years through 10 years.......... 5,444 5,562
Due after 10 years............................. 1,482 1,508
------- -------
Subtotal...................................... 10,632 10,874
Mortgage-backed securities..................... 689 674
------- -------
Total........................................ $11,321 $11,548
======= =======
</TABLE>

The amortized cost and estimated fair value of bonds classified as available
for sale, by contractual maturity, are shown below.

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
DECEMBER 31, 1996 (in millions)
Due in one year or less........................ $ 1,842 $ 1,844
Due after one year through five years.......... 13,659 13,957
Due after five years through 10 years.......... 15,729 16,228
Due after 10 years............................. 19,883 20,997
------- -------
Subtotal...................................... 51,113 53,026
Mortgage-backed securities..................... 21,200 21,516
------- -------
Total........................................ $72,313 $74,542
======= =======
</TABLE>
Bonds not due at a single maturity date have been included in the above tables
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.

MORTGAGE LOANS

Mortgage loans are collateralized by properties principally located
throughout the United States and Canada. At December 31, 1996, approximately
16 percent and 7 percent of the properties were 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.

The mortgage loan investments were categorized as follows:

<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
DECEMBER 31
Office buildings..................................................... 30% 32%
Retail............................................................... 19% 18%
Residential.......................................................... 16% 17%
Agricultural......................................................... 18% 16%
Other................................................................ 17% 17%
--- ---
Total.............................................................. 100% 100%
=== ===
</TABLE>

Many of the Company's real estate joint ventures have loans with the
Company. The carrying values of such mortgages were $869 million and $1,164
million at December 31, 1996 and 1995, respectively.

44
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Mortgage loan valuation allowances and changes thereto are shown below.

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
DECEMBER 31 (in millions)
Balance, beginning of year.................................... $466 $483 $569
Additions charged to income................................... 144 107 89
Deductions for writedowns and dispositions.................... (166) (124) (175)
---- ---- ----
Balance, end of year.......................................... $444 $466 $483
==== ==== ====
</TABLE>

Impaired mortgage loans and related valuation allowances are as follows:

<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
DECEMBER 31 (in millions)
Impaired mortgage loans with valuation allowances............... $1,677 $2,028
Impaired mortgage loans with no valuation allowances............ 165 389
------ ------
Recorded investment in impaired mortgage loans.................. 1,842 2,417
Valuation allowances............................................ (427) (449)
------ ------
Net impaired mortgage loans..................................... $1,415 $1,968
====== ======
</TABLE>
During the years ended December 31, 1996 and 1995, the Company's average
recorded investment in impaired mortgage loans was $2,113 million and $2,365
million, respectively. Interest income recognized on these impaired mortgage
loans totaled $122 million and $169 million for the years ended December 31,
1996 and 1995, respectively. Interest income earned on loans where the
collateral value is used to measure impairment is recorded on a cash basis.
Interest income on loans, where the present value method is used to measure
impairment, is accrued on the net carrying value amount of the loan at the
interest rate used to discount the cash flows.

REAL ESTATE

Real Estate valuation allowances and changes thereto are shown below.

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Balance, beginning of year.................................... $743 $622 $674
Additions charged to income................................... 127 358 82
Deductions for writedowns and dispositions.................... (341) (237) (134)
---- ---- ----
Balance, end of year.......................................... $529 $743 $622
==== ==== ====
</TABLE>

The above table does not include valuation reserves of $118 million, $167
million and $95 million at December 31, 1996, 1995 and 1994, respectively,
relating to investments in real estate joint ventures.

Prior to 1996, the Company established valuation allowances for impaired
real estate investments. During 1996, $150 million of valuation allowances
relating to real estate held for investment were applied as writedowns to
specific properties. The balance in the real estate valuation allowance at
December 31, 1996, relates to properties that management has committed to a
plan of sale. The carrying value, net of valuation allowances, of properties
committed to a plan of sale was $1,844 million at December 31, 1996. Net
investment income relating to such properties was $60 million for the year
ended December 31, 1996.

45
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

LEASES AND LEVERAGED LEASES

The Company's investment in direct financing leases and leveraged leases is
summarized below.

<TABLE>
<CAPTION>
DIRECT FINANCING LEVERAGED
LEASES LEASES TOTAL
------------------ ------------ --------------
1996 1995 1996 1995 1996 1995
-------- -------- ------ ---- ------ ------
<S> <C> <C> <C> <C> <C> <C>
DECEMBER 31 (in millions)
Investment.................... $ 1,247 $ 1,054 $ 507 $298 $1,754 $1,352
Estimated Residual Values..... 238 231 543 445 781 676
-------- -------- ------ ---- ------ ------
Total........................ 1,485 1,285 1,050 743 2,535 2,028
Unearned Income............... (336) (295) (316) (230) (652) (525)
-------- -------- ------ ---- ------ ------
Net Investment................ $ 1,149 $ 990 $ 734 $513 $1,883 $1,503
======== ======== ====== ==== ====== ======
</TABLE>

The investment amounts set forth above are due primarily in monthly
installments. The payment periods generally range from three to eight years,
but in certain circumstances are as long as 20 years. Average yields range
from 7 percent to 12 percent. These receivables are generally collateralized
by the related property.

Scheduled aggregate receipts for the investment and estimated residual values
in direct financing leases are:

<TABLE>
<CAPTION>
DIRECT
FINANCING RESIDUALS TOTAL
--------- --------- ------
<S> <C> <C> <C>
YEAR ENDING DECEMBER 31 (in millions)
1997.............................................. $ 236 $ 20 $ 256
1998.............................................. 209 9 218
1999.............................................. 189 25 214
2000.............................................. 167 26 193
2001.............................................. 128 23 151
Thereafter.......................................... 318 135 453
------ ---- ------
Total............................................... $1,247 $238 $1,485
====== ==== ======
</TABLE>

Historical collection experience indicates that a portion of the above
amounts will be paid prior to contractual maturity. Accordingly, the future
receipts, as shown above, should not be regarded as a forecast of future cash
flow.

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 is not reflected in the
accompanying consolidated 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.

The Company engages in a variety of derivative transactions. Certain
derivatives, such as forwards, futures, options 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 may also sell covered call options for income generation purposes from
time to time. The Company does not engage in trading of these derivatives.

Derivative financial instruments involve varying degrees of market risk
resulting from changes in the volatility of interest rates, foreign currency
exchange rates or market values of the underlying financial instruments. The
Company's risk of loss is typically limited to the fair value of these
instruments and not by the notional or contractual amounts which reflect the
extent of involvement but not necessarily the amounts subject to risk. Credit
risk arises from

46
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
the possible inability of counterparties to meet the terms of the contracts.
Credit risk due to counterparty nonperformance associated with these
instruments is the unrealized gain, if any, reflected by the fair value of
such instruments.

During the three year period ended December 31, 1996, the Company employed
several ongoing derivatives strategies. The Company entered into a number of
anticipatory hedges using securities forwards, futures and interest rate swaps
to limit the interest rate exposure of investments expected to be acquired or
sold within one year. The Company also executed swaps and foreign currency
forwards to hedge, including on an anticipatory basis, the foreign currency
risk of foreign currency denominated investments. The Company also used
interest rate swaps and forwards to reduce risks from changes in interest
rates and exposures arising from mismatches between assets and liabilities. In
addition, the Company has used interest rate caps to reduce the market and
interest rate risks relating to certain assets and liabilities.

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 investment gains and losses.

ASSETS ON DEPOSIT

As of December 31, 1996 and 1995, the Company had assets on deposit with
regulatory agencies of $4,062 million and $3,917 million, respectively.

3. INVESTMENT INCOME AND INVESTMENT GAINS

The sources of investment income are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Fixed maturities........................................ $6,042 $6,006 $5,682
Equity securities....................................... 60 45 53
Mortgage loans on real estate........................... 1,523 1,501 1,573
Policy loans............................................ 399 394 359
Real estate............................................. 1,647 1,833 1,870
Real estate joint ventures.............................. 21 41 (99)
Other limited partnership interests..................... 70 23 40
Leases and leveraged leases............................. 135 113 92
Cash, cash equivalents and short-term investments....... 214 231 146
Other investment income................................. 281 326 337
------ ------ ------
Gross investment income................................. 10,392 10,513 10,053
Investment expenses..................................... (1,544) (1,802) (1,770)
------ ------ ------
Investment income, net.................................. $8,848 $8,711 $8,283
====== ====== ======
</TABLE>

47
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Investment gains (losses), including changes in valuation allowances, are
summarized as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ -------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Fixed maturities...................................... $ 234 $ 621 $ (97)
Equity securities..................................... 78 (5) 141
Mortgage loans on real estate......................... (86) (51) (41)
Real estate........................................... 165 (375) (20)
Real estate joint ventures............................ 206 (16) 18
Other limited partnership interests................... 82 117 28
Other................................................. (76) (92) (25)
------ ------ -------
Investment gains, net................................. $ 603 $ 199 $ 4
====== ====== =======
Proceeds from the sales of bonds classified as available for sale during
1996, 1995 and 1994 were $74,580 million, $58,537 million and $43,903 million,
respectively. During 1996, 1995 and 1994, respectively, gross gains of $1,069
million, $1,013 million and $642 million and gross losses of $842 million, $402
million and $719 million were realized on those sales. Proceeds from the sale
of bonds classified as held to maturity during 1996, 1995 and 1994 were $1,281
million, $1,806 million and $1,797 million, respectively. During 1996, 1995 and
1994, respectively, gross gains of $10 million, $17 million and $9 million and
gross losses of $1 million, $4 million and $13 million were realized on those
sales. Sales of held to maturity bonds were principally due to prepayments and
callable features on privately placed bonds.
The net unrealized investment gains (losses), which are included in the
consolidated balance sheets as a component of equity, and the changes for the
corresponding years are summarized as follows:
<CAPTION>
1996 1995 1994
------ ------ -------
<S> <C> <C> <C>
DECEMBER 31 (in millions)
Balance, end of year, comprised of:
Unrealized investment gains (losses) on:
Fixed maturities.................................... $2,226 $5,166 $(2,328)
Equity securities................................... 563 210 41
Other............................................... 474 380 378
------ ------ -------
3,263 5,756 (1,909)
Amounts of unrealized investment gains (losses) at-
tributable to:
Participating pension contracts..................... (9) (350) (92)
Loss recognition.................................... (1,219) (2,064) (1)
Deferred policy acquisition cost allowances......... (420) (748) 499
Deferred income tax (expense) benefit............... (587) (948) 548
------ ------ -------
Balance, end of year.................................. $1,028 $1,646 $ (955)
====== ====== =======
</TABLE>

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Balance, beginning of year:............................ $1,646 $ (955) $ 259
Change in unrealized investment gains (losses)........ (2,493) 7,665 50
Unrealized loss at date of adoption of SFAS No. 115... -- -- (2,449)
Change in unrealized investment gains (losses)
attributable to:
Participating pension contracts...................... 341 (258) (86)
Loss recognition..................................... 845 (2,063) 21
Deferred policy acquisition cost allowances.......... 328 (1,247) 550
Deferred income tax (expense) benefit................ 361 (1,496) 700
------ ------ ------
Balance, end of year................................... $1,028 $1,646 $ (955)
====== ====== ======
</TABLE>

48
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
4. REAL ESTATE JOINT VENTURES AND OTHER LIMITED PARTNERSHIP INTERESTS
Summarized combined financial information of real estate joint ventures and
other limited partnership interests accounted for under the equity method, in
which the Company has an investment of $10 million or greater and an equity
interest of 10 percent or greater, is as follows:
<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
DECEMBER 31 (in millions)
Assets:
Investments in real estate, at depreciated cost.................. $1,030 $1,409
Investments in securities, generally at estimated fair value..... 621 534
Cash and cash equivalents........................................ 37 33
Other............................................................ 1,030 1,005
------ ------
Total assets...................................................... $2,718 $2,981
====== ======
Liabilities:
Borrowed funds--third party...................................... $ 243 $ 264
Borrowed funds--MetLife.......................................... 69 133
Other............................................................ 915 933
------ ------
Total liabilities................................................. 1,227 1,330
------ ------
Partners' Capital................................................. $1,491 $1,651
====== ======
MetLife equity in partners' capital included above................ $ 786 $1,103
====== ======
</TABLE>

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Operations:
Revenues of real estate joint ventures...................... $275 $364 $357
Revenues of other limited partnerships interests............ 297 417 287
Interest expense--third party............................... (11) (26) (24)
Interest expense--MetLife................................... (19) (31) (27)
Other expenses.............................................. (411) (501) (499)
---- ---- ----
Net earnings................................................. $131 $223 $ 94
==== ==== ====
MetLife earnings from real estate joint ventures and other
limited partnership interests
included above.............................................. $ 34 $ 28 $ 9
==== ==== ====
</TABLE>

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS

In the normal course of business, the Company assumes and cedes insurance
with other insurance companies. The accompanying consolidated statements of
earnings are presented net of reinsurance ceded.

The effect of reinsurance on premiums earned is as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Direct premiums...................................... $12,569 $11,944 $11,309
Reinsurance assumed.................................. 508 812 227
Reinsurance ceded.................................... (1,615) (1,578) (1,458)
------- ------- -------
Net premiums earned.................................. $11,462 $11,178 $10,078
======= ======= =======
</TABLE>

Policyholder benefits in the accompanying consolidated statements of
earnings are presented net of reinsurance recoveries of $1,667 million, $1,523
million and $1,328 million for the years ended December 31, 1996, 1995 and
1994, respectively. Premiums and other receivables in the accompanying
consolidated balance sheets include reinsurance recoverables of $700 million
and $458 million at December 31, 1996 and 1995, respectively.

49
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
A contingent liability exists with respect to reinsurance ceded should the
reinsurers be unable to meet their obligations.

The Company acquired, in part through reinsurance effective in January 1995,
group life, dental, disability, accidental death and dismemberment, vision and
long-term care insurance businesses for $403 million, $53 million of which was
paid in 1994. In January 1995, the Company received assets with a fair market
value equal to the $1,565 million of liabilities assumed under the reinsurance
agreements. The reinsured contracts converted to Company contracts at policy
anniversary dates.

Activity in the liability for unpaid losses and loss adjustment expenses
relating to property and casualty and group accident and nonmedical health
policies and contracts is summarized as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Balance at January 1.................................... $3,296 $2,670 $2,553
Less reinsurance recoverables.......................... 214 104 88
------ ------ ------
Net balance at January 1................................ 3,082 2,566 2,465
------ ------ ------
Incurred related to:
Current year........................................... 2,951 3,420 2,831
Prior years............................................ (114) (68) (75)
------ ------ ------
Total incurred.......................................... 2,837 3,352 2,756
------ ------ ------
Paid related to:
Current year........................................... 1,998 2,053 1,887
Prior years............................................ 791 783 768
------ ------ ------
Total paid.............................................. 2,789 2,836 2,655
------ ------ ------
Net balance at December 31.............................. 3,130 3,082 2,566
Plus reinsurance recoverables.......................... 215 214 104
------ ------ ------
Balance at December 31.................................. $3,345 $3,296 $2,670
====== ====== ======
</TABLE>

The Company has exposure to catastrophes, which are an inherent risk of the
property and casualty insurance business and could contribute to material
fluctuations in the Company's results of operations. The Company uses excess
of loss and quota share reinsurance arrangements to reduce its catastrophe
losses and provide diversification of risk.

6. INCOME TAXES

Income tax expense for U.S. operations 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 incurred by mutual
life insurance companies includes an equity tax calculated by a prescribed
formula that incorporates a differential earnings rate between stock and
mutual life insurance companies.

MetLife and its eligible subsidiaries file a consolidated U. S. income tax
return and separate income tax returns as required. The Company uses the
liability method of accounting for income taxes. Income tax provisions are
based on income reported for financial statement purposes. Deferred income
taxes arise from the recognition of temporary differences between income
determined for financial reporting purposes and taxable income.

50
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
INCOME TAX EXPENSE (BENEFIT) OF CONTINUING OPERATIONS

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- -----
<S> <C> <C> <C>
1996 (in millions)
Federal.................................................. $346 $ 66 $412
State and local.......................................... 25 6 31
Foreign.................................................. 27 12 39
---- ---- ----
Total.................................................. $398 $ 84 $482
==== ==== ====
1995 (in millions)
Federal.................................................. $241 $ 65 $306
State and local.......................................... 52 3 55
Foreign.................................................. 22 24 46
---- ---- ----
Total.................................................. $315 $ 92 $407
==== ==== ====
1994 (in millions)
Federal.................................................. $443 $(95) $348
State and local.......................................... 15 (5) 10
Foreign.................................................. 17 5 22
---- ---- ----
Total.................................................. $475 $(95) $380
==== ==== ====
</TABLE>

Reconciliations of the differences between income taxes of continuing
operations computed at the federal statutory tax rates and consolidated
provisions for income taxes are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Income before taxes........................................ $1,406 $744 $413
Income tax rate............................................ 35% 35% 35%
------ ---- ----
Expected income tax expense at federal statutory income tax
rate....................................................... 492 260 145
Tax effect of:
Tax exempt investment income.............................. (18) (9) (9)
Differential earnings amount.............................. 38 67 206
State and local income taxes.............................. 23 37 5
Foreign operations........................................ (7) 25 3
Tax credits............................................... (15) (15) --
Prior year taxes.......................................... (46) (3) 3
Other, net................................................ 15 45 27
------ ---- ----
Income tax expense......................................... $ 482 $407 $380
====== ==== ====
</TABLE>

The deferred tax asset or liability recorded on the consolidated balance
sheets represents the future tax effects of the temporary differences between
the tax basis of assets and liabilities and their amounts for financial
reporting. Significant components of deferred tax assets relate to
policyholder liabilities and unrealized investment losses. The major items
associated with deferred tax liabilities relate to policy acquisition costs,
the excess of tax over financial statement depreciation, and unrealized
investment gains.

As of December 31, 1996, the net deferred tax asset includes a benefit of
$18 million resulting from foreign net operating loss carryforwards from
several foreign affiliates. This benefit is offset by a valuation allowance of
$18 million. The valuation allowance reflects management's assessment, based
on available information, that it is more likely than not that the deferred
tax asset for foreign net operating loss carryforwards will not be realized.
The benefit will be recognized when management believes that it is more likely
than not that the deferred tax asset is realizable.

As of December 31, 1996, the deferred tax asset includes a benefit of $12
million resulting from U.S. tax basis net operating loss carryforwards of $34
million. Subject to statutory limitations, these carryforwards are available
to offset taxable income through the year 2011.

51
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
7. EMPLOYEE BENEFIT PLANS

PENSION PLANS

The Company has defined benefit pension plans covering all eligible
employees and sales representatives of MetLife 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.

Components of the net periodic pension cost for the defined benefit
qualified and nonqualified pension plans are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Service cost.................................................. $ 77 $ 62 $ 93
Interest cost on projected benefit obligation................. 232 222 216
Actual return on assets....................................... (273) (280) (246)
Net amortization and deferrals................................ (12) (13) (28)
---- ---- ----
Net periodic pension cost..................................... $ 24 $ (9) $ 35
==== ==== ====
</TABLE>

The funded status of the qualified and nonqualified defined benefit pension
plans and a comparison of the accumulated benefit obligation, plan assets and
projected benefit obligation are as follows:

<TABLE>
<CAPTION>
1996 1995
---------------------- ----------------------
OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
DECEMBER 31 (in millions)
Actuarial present value of
obligations:
Vested.......................... $2,756 $135 $2,682 $121
Nonvested....................... 38 -- 43 1
------ ---- ------ ----
Accumulated benefit obligation... $2,794 $135 $2,725 $122
====== ==== ====== ====
Projected benefit obligation..... $3,084 $184 $3,047 $166
Plan assets (principally Company
investment contracts) at
contract value.................. 3,495 133 3,236 117
------ ---- ------ ----
Plan assets in excess of (less
than) projected benefit obliga-
tion............................ 411 (51) 189 (49)
Unrecognized prior service cost.. 165 -- 71 (4)
Unrecognized net (loss) gain from
past experience different from
that assumed.................... (5) 38 351 43
Unrecognized net asset at transi-
tion............................ (172) (4) (206) (5)
------ ---- ------ ----
Prepaid (accrued) pension cost at
December 31..................... $ 399 $(17) $ 405 $(15)
====== ==== ====== ====
</TABLE>

The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation ranged from 7.25 percent to 8.0
percent for 1996 and 7.25 percent to 8.5 percent for 1995. The weighted
average assumed rate of increase in future compensation levels ranged from 4.0
percent to 8.0 percent in 1996 and 1995. The assumed long-term rate of return
on assets used in determining the net periodic pension cost ranged from 8.0
percent to 8.5 percent in 1996 and 8.0 percent to 9.5 percent in 1995. 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.

SAVINGS AND INVESTMENT PLANS

The Company sponsors savings and investment plans available for
substantially all employees under which the Company matches a portion of
employee contributions. During 1996, 1995 and 1994, the Company contributed
$42 million, $49 million and $53 million, respectively, to the plans.

52
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)