METROPOLITAN LIFE SEPARATE ACCOUNT UL, S-6EL24/A, 1995-09-08

METROPOLITAN LIFE SEPARATE ACCOUNT UL
S-6EL24/A, 1995-09-08

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1995

REGISTRATION NO. 33-91226

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------

PRE-EFFECTIVE
AMENDMENT NO. 1
TO

FORM S-6

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
METROPOLITAN LIFE SEPARATE ACCOUNT UL
(EXACT NAME OF TRUST)
METROPOLITAN LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
1 Madison Avenue
New York, New York 10010
(COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

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

RICHARD M. BLACKWELL, ESQ.
Senior Vice-President and General Counsel
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)

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

Copies to:
GARY O. COHEN, ESQ. AND
THOMAS C. LAUERMAN, ESQ.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
-------------------

Title and amount of securities being offered:
An indefinite amount of separate account interests
under group variable life insurance policies.

AMOUNT OF FILING FEE: Pursuant to Rule 24f-2 under the Investment Company
Act of 1940, the Registrant has registered an indefinite amount of securities.
The Registrant's election under that Rule was included in the Registrant's
original registration statement on Form S-6 (File No. 33-32813) filed on January
5, 1990, and the $500 fee required to accompany said election was paid at that
time. Accordingly, no additional fee is being paid with this Registration
Statement. The Registrant's Rule 24f-2 Notice was filed with the Commission on
February 27, 1995.

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practical after the
effective date of the Registration Statement.

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

Registrant elects to be governed (a) by Rule 6e-3(T)(b)(13)(i)(A) under the
Investment Company Act of 1940 with respect to the policies described in this
Registration Statement that incorporate a contingent deferred sales load and (b)
by Rule 6e-3(T)(b)(13)(i)(B) with respect to other policies described in this
Registration Statement.

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<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
METROPOLITAN LIFE INSURANCE COMPANY
CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
ITEMS OF
FORM N-8B-2 CAPTIONS IN PROSPECTUS
--------------------------------------------- ------------------------------------------------------------------------
<S> <C>
1........................................ Cover Page
2........................................ SUMMARY--Who is the Issuer of the Group Policies and Certificates?
3........................................ Inapplicable
4........................................ SALES AND ADMINISTRATION OF THE GROUP POLICIES AND CERTIFICATES;
SUMMARY--Who is the Issuer of the Group Policies and Certificates?
5, 6, 7.................................. SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The Separate Account;
STATE REGULATION
8........................................ FINANCIAL STATEMENTS
9........................................ Inapplicable
10(a)..................................... OTHER CERTIFICATE PROVISIONS--Owner; Beneficiary; Collateral Assignment
10(c), 10(d).............................. DEFINITIONS--Valuation Date; SUMMARY--May the Certificate be Surrendered
or the Cash Value Partially With-drawn; Is There a "Free Look"
Period?; CERTIFICATE BENEFITS--Benefit at Final Date; CERTIFICATE
RIGHTS--Surrender and Withdrawal Privileges; Exchange Privilege;
PAYMENT AND ALLOCATION OF PREMIUMS--Allocation of Premiums and Cash
Value, Cash Value Transfers; THE FIXED ACCOUNT--Death Benefit
Transfer, Withdrawal, Surrender, and Loan Rights; OTHER POLICY
PROVISIONS--Payment and Deferment
10(e)..................................... PAYMENT AND ALLOCATION OF PREMIUMS--Policy Termination and Reinstatement
While the Group Policy is in Effect
10(f)..................................... VOTING RIGHTS
10(g)(1)-(3), 10(h)(1)-(3)................ RIGHTS RESERVED BY METLIFE
10(g)(4), 10(h)(4)........................ Inapplicable
10(i)..................................... CERTIFICATE BENEFITS--Death Benefit; Cash Value; Optional Income Plans;
Optional Insurance Benefits; PAYMENT AND ALLOCATION OF
PREMIUMS--Issuance of a Certificate; Premiums; Allocation of Premiums
and Cash Value; Certificate Termination and Reinstatement While the
Group Policy is in Effect
11........................................ SUMMARY--What are Separate Account UL, the Fixed Account and the
Metropolitan Series Fund? SEPARATE ACCOUNT AND METROPOLITAN SERIES
FUND-- Metropolitan Series Fund
12(a)..................................... Cover Page
</TABLE>

i
<PAGE>
<TABLE>
<CAPTION>
ITEMS OF
FORM N-8B-2 CAPTIONS IN PROSPECTUS
--------------------------------------------- ------------------------------------------------------------------------
<S> <C>
12(b), 12(e).............................. Inapplicable
12(c), 12(d).............................. SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--Metropolitan Series Fund
13(a), 13(b), 13(c), 13(d)................ SUMMARY--What are Separate Account UL, the Fixed Account and
Metropolitan Series Fund?; What Charges are Assessed in Connection
with the Certificate? CHARGES AND DEDUCTIONS; SEPARATE ACCOUNT AND
METROPOLITAN SERIES FUND--The Separate Account; CERTIFICATE
BENEFITS--Death Benefit Increases
13(e)..................................... SALES AND ADMINISTRATION OF THE CERTIFICATE
13(f), 13(g).............................. Inapplicable
14........................................ PAYMENT AND ALLOCATION OF PREMIUMS--Issuance of a Certificate; SALES AND
ADMINISTRATION OF THE CERTIFICATES
15........................................ PAYMENT AND ALLOCATION OF PREMIUMS
16........................................ SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--Metropolitan Series Fund
17(a), 17(b).............................. Captions referenced under Items 10(c), 10(d), 10(e) and 10(i) above
17(c)..................................... Inapplicable
18(a), 18(c).............................. SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND
18(b), 18(d).............................. Inapplicable
19........................................ SALES AND ADMINISTRATION OF THE CERTIFICATES; VOTING RIGHTS; REPORTS
RIGHTS RESERVED BY METLIFE
20(a), 20(b).............................. SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The Separate Account
20(c), 20(d), 20(e), 20(f)................ Inapplicable
21(a), 21(b).............................. CERTIFICATE RIGHTS--Loan Privileges; OTHER CERTIFICATE
PROVISIONS--Payment and Deferment
21(c), 22................................. Inapplicable
23........................................ SALES AND ADMINISTRATION OF THE CERTIFICATES
24........................................ OTHER CERTIFICATE PROVISIONS
25........................................ SUMMARY--Who is the Issuer of the Policies and Certificates?
26........................................ CHARGES AND DEDUCTIONS--Other Charges
27........................................ SUMMARY--Who is the Issuer of the Policies and Certificates?
28........................................ MANAGEMENT
29........................................ Inapplicable
30, 31, 32, 33, 34........................ Inapplicable
35........................................ STATE REGULATION
36, 37.................................... Inapplicable
</TABLE>

ii
<PAGE>
<TABLE>
<CAPTION>
ITEMS OF
FORM N-8B-2 CAPTIONS IN PROSPECTUS
--------------------------------------------- ------------------------------------------------------------------------
<S> <C>
38........................................ SALES AND ADMINISTRATION OF THE CERTIFICATES; DISTRIBUTION OF THE
CERTIFICATES
39........................................ SUMMARY--Who is the Issuer of the Group Policies and Certificates?;
SALES AND ADMINISTRATION OF THE CERTIFICATES; DISTRIBUTION OF THE
CERTIFICATES
40(a)..................................... Inapplicable
40(b)..................................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--Metropolitan Series Fund;
CHARGES AND DEDUCTIONS--Other Charges
41(a)..................................... SUMMARY--Who is the Issuer of the Group Policies and Certificates?;
SALES AND ADMINISTRATION OF THE CERTIFICATES
41(b), 41(c), 42, 43...................... Inapplicable
44(a)..................................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--Metropolitan Series Fund;
CERTIFICATE BENEFITS--Cash Value
44(b)..................................... Inapplicable
44(c)..................................... CHARGES AND DEDUCTIONS--Monthly Deduction From Cash Value
45........................................ Inapplicable
46........................................ Captions referenced under Item 44 above
47........................................ Captions referenced under Items 10(c) and 16 above
48, 49.................................... Inapplicable
50........................................ SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The Separate Account
51(a), 51(b).............................. SUMMARY--Who is the Issuer of the Group Policies and Certificates?;
Cover Page; CERTIFICATE BENEFITS-- Optional Insurance Benefits;
CERTIFICATE RIGHTS-- Exchange Privileges
51(c), 51(d), 51(e)....................... Captions referenced under Item 10(i) above
51(f)..................................... PAYMENT AND ALLOCATION OF PREMIUMS--Certificate Termination and
Reinstatement While the Group Policy is in Effect
51(g)..................................... Captions referenced under Items 10(i) and 13 above
51(h), 51(j).............................. Inapplicable
51(i)..................................... DISTRIBUTION OF THE GROUP POLICIES AND CERTIFICATES
52(a), 52(c).............................. RIGHTS RESERVED BY METLIFE
52(b), 52(d).............................. Inapplicable
53(a)..................................... FEDERAL TAX MATTERS
53(b), 54 through 58...................... Inapplicable
59........................................ FINANCIAL STATEMENTS
</TABLE>

iii
<PAGE>
Form of Supplement. Information in brackets will vary based upon the Group
Policy under which the Certificate is issued.

SUPPLEMENT DATED [DECEMBER 1, 1995]

PROSPECTUS DATED OCTOBER 2, 1995

FOR

GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES AND
CERTIFICATES ISSUED UNDER THE GROUP POLICIES

The Prospectus describes the provisions of the Policies and Certificates
that generally are applicable to all purchasers. Certain provisions, however,
may vary depending upon the Group in connection with which a Policy or
Certificate is issued. Accordingly, this Supplement provides Owners with
additional, specific information about the Group Policy and Certificates issued
to Owners in the [XYZ Group]. Words used in this Supplement have the same
meanings given to them in the Prospectus, unless the context indicates
otherwise.

THE INFORMATION SET FORTH BELOW MERELY SUPPLEMENTS THE INFORMATION INCLUDED
IN THE PROSPECTUS. IT IS NOT A SUMMARY OF THE PROSPECTUS AND IS NOT NECESSARILY
MORE IMPORTANT THAN THE INFORMATION THAT IS INCLUDED IN THE PROSPECTUS.

PORTABILITY: A Certificate becomes portable when one of the following
events occurs: [(1) termination of employment other than through retirement; (2)
retirement as defined by the employer; or (3) sale of the division for which the
employee works such that the employee no longer works for the employer who is
the participating entity of the Policy.] (See "Definitions--Portable," page 4 of
the Prospectus; Payment and Allocation of Premiums--Termination of Participating
Entity Participation in the Group Policy," page 25 of the Prospectus and
"Payment and Allocation of Premiums--Effect of Termination of Group Policy
Participation on Owners," page 26 of the Prospectus.)

SPECIFIED FACE AMOUNT: The minimum specified face amount for which a
Certificate may be issued is [$10,000]. [Automatic increases in the specified
face amount of a Certificate will be effective on the January 1 next following
each eligible employee's salary increase. The amount of the automatic increase
in specified face amount will be equal to the amount of the salary increase
rounded to the nearest five thousand dollars. Other] requests for increases in
specified face amount may be made [1 time a year on January 1st]. The minimum
amount of requested specified face amount increases is [the greater of one times
the Owner's salary or $5,000]. (See "Certificate Benefits--Death Benefit," page
12 of the Prospectus.)

[ALLOCATION OF NET PREMIUMS: The participating entity has retained the
right to allocate the portion of the net premiums that it (rather than the
Owner) pays among the Fixed Account and the investment divisions of the Separate
Account, unless and until the covered person retires, as determined by the
participating entity (if the covered person is employed by the participating
entity) or the Owner's Certificate becomes portable (See "Payment and Allocation
of Premiums--Allocation of Net Premiums," page 24 of the Prospectus).]

[CASH VALUE TRANSFERS: The participating entity has retained the right to
transfer the portion of the cash value attributable to net premiums that it
(rather than the Owner) pays among the Fixed Account and the investment
divisions of the Separate Account, unless and until the covered person retires,
as determined by the participating entity (if the covered person is employed by
the participating entity) or the Owner's Certificate becomes portable (see
"Payment and Allocation of Premiums--Cash Value Transfers," page 24 of the
Prospectus). In addition, the restrictions on transfers from the Fixed Account
described under "Payment and Allocation of Premiums--Cash Value Transfers," on
page 24 of the Prospectus are applicable to the Certificates.]

S-1
<PAGE>
TERMINATION BY METLIFE OF PARTICIPATING ENTITY PARTICIPATION IN THE GROUP
POLICY: MetLife may terminate the participating entity's participation in the
Group Policy if during any twelve month period, the aggregate specified face
amount for all Owners under the Group Policy [decreases by 15%] or the number of
Certificates [decreases by 20%]. (See "Payment and Allocation of
Premiums--Termination of Participating Entity Participation in the Group
Policy," page 25 of the Prospectus.)

EFFECT OF CERTAIN TERMINATIONS OF GROUP POLICY PARTICIPATION ON CERTAIN
OWNERS: If the participating entity does not replace the Group Policy with
another life insurance product, Owners who have not yet exercised the paid up
Certificate provision and whose Certificates are not already in the portable
class, may elect to [become Owners of portable Certificates or paid-up
Certificates or to receive their Certificates' cash surrender values]. (As to
cases where the participating entity replaces the Group Policy with another life
insurance product, or as to employees who have exercised the paid up Certificate
option or whose Certificates are already in a portable class, see "Payment and
Allocation of Premiums--Effect of Termination of Group Policy Participation on
Owners," page 26 of the Prospectus.)

PREMIUM EXPENSE CHARGES: A charge of [3%] of premiums paid will be deducted
from all premium payments (see "Charges and Deductions--Sales Load," page 27 of
the Prospectus). A charge for state premium taxes will be deducted from each
premium payment equal to [2.5%] of premium (see "Charges and Deductions--Tax
Charges," page 27 of the Prospectus). (As to the charge deducted for the purpose
of recovering a portion of the federal income tax treatment of deferred
acquisition costs of MetLife, see "Charges and Deductions--Tax Charges," page
27.)

COST OF INSURANCE RATE: The guaranteed cost of insurance rate for the Group
is [100%] of the maximum rates that could be charged based on the 1980 CSO
Table. (See "Charges and Deductions--Cost of Insurance Charge," page 29 of the
Prospectus.)

ADMINISTRATION CHARGES: [The administration charge that is part of the
monthly combined charge is equal to [45%] of the monthly combined charge. In
addition to the administration charge that is deducted as part of the monthly
combined charge,] there will be an [additional] administration charge of [$1.50]
per Certificate per month. (See "Charges and Deductions-- Administration
Charge," page 28 of the Prospectus.)

CHARGE FOR MORTALITY AND EXPENSE RISKS: The current charge for mortality
and expense risks assumed by MetLife is equal to [.45%] of the average daily
value of the assets in the Separate Account attributable to the Certificates.
(See "Charges and Deductions--Charge for Mortality and Expense Risks," page 30
of the Prospectus.)

SURRENDER CHARGES: [A sales charge will be deducted in the form of a
surrender charge from the cash value if the Certificate is surrendered or
terminated after a grace period during the first [5] Certificate years after
issue. In addition, a surrender charge will be deducted upon surrender or
termination of a Certificate during the first [5] years after an increase (other
than an automatic increase). Finally, a surrender charge may also be deducted
from the cash value if the Certificate is terminated because the Group Policy is
terminated by the participating entity during the first [5] Group Policy years.
(See "Charges and Deductions--Surrender Charges," on page 29 of the
Prospectus.)]

[There is also a surrender transaction charge of [$25.00] or, if less, 2% of
the amount withdrawn].

LOAN PRIVILEGES: [Certificates are subject to a transaction charge of [$25]
for each loan.] The interest charged on a Certificate loan is currently [8%] per
year and the interest currently being credited on amounts in the Loan Account is
[6%] per year. (See "Certificate Rights--Loan Privileges," page 35 of the
Prospectus.)

This Supplement should be read in conjunction with the accompanying
Prospectus for the Policies and Certificates.

S-2
<PAGE>
METLIFE -REGISTERED TRADEMARK-

GVUL

PROSPECTUSES FOR

- GROUP VARIABLE UNIVERSAL LIFE
INSURANCE POLICIES AND CERTIFICATES

ISSUED BY

METROPOLITAN LIFE INSURANCE COMPANY

- METROPOLITAN SERIES FUND, INC.

[LOGO]
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

SUBJECT TO COMPLETION, DATED SEPTEMBER , 1995

OCTOBER 2, 1995

PROSPECTUS
FOR
GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES AND CERTIFICATES ISSUED UNDER
THE GROUP POLICIES
(Minimum Specified Face Amount For A Certificate--$10,000)
(Minimum Group Size--200 eligible lives)

Issued by
METROPOLITAN LIFE INSURANCE COMPANY

Group variable universal life insurance policies ("Group Policies") and
certificates available through the Group Policies ("Certificates") are offered
by this Prospectus. The Group Policies and Certificates are issued by
Metropolitan Life Insurance Company, New York, NY ("MetLife"). Generally, so
long as the Group Policy remains in force, the Certificates are designed to
provide lifetime insurance coverage on the covered persons named in the
Certificates, as well as maximum flexibility in connection with premium
payments. This flexibility allows an owner of a Certificate to provide for
changing insurance needs within the confines of a single insurance product.

Group Policies may be issued to an employer (referred to herein as
"participating entity") or to a trust that is adopted by a participating entity.
Employees (including employees' spouses where specified in the Group Policy) of
adopting employers may own Certificates issued under their respective
participating entity's Group Policy. Unless the Certificate provides otherwise,
only the owner of the Certificate (the "Owner") may exercise the rights set
forth in the Certificate.

The Certificate provides for a death benefit payable at the covered person's
death. The death benefit varies because it includes the Certificate's cash value
in addition to a fixed insurance amount.

The premiums paid, less premium expense charges, will generally be allocated
at the Owner's discretion among one or more of the available investment
divisions of MetLife Separate Account UL ("Separate Account") and/or a fixed
interest account ("Fixed Account") within the General Account of MetLife. The
participating entity may select which investment divisions will be available to
Owners. If the participating entity is contributing premiums to Certificates
issued under its Group Policy, it may limit the ability of Owners to allocate
any premiums contributed by such participating entity among the available
investment divisions. The assets in each investment division are invested in
shares of a corresponding portfolio of the Metropolitan Series Fund, Inc.
("Fund"). The accompanying prospectus for the Fund describes the investment
objectives and certain attendant risks of the seven currently available
portfolios of the Fund: Growth Portfolio, Income Portfolio, Money Market
Portfolio, Diversified Portfolio, Aggressive Growth Portfolio, International
Stock Portfolio and Stock Index Portfolio. The International Stock Portfolio is
NOT available in California.

The Certificate's cash value will vary with the investment experience of the
Separate Account investment divisions to which amounts are allocated and the
fixed rates of interest earned by allocations to the Fixed Account. The cash
value will also be adjusted for other factors, including the amount of charges
imposed and the premium payments made.

The Owner may withdraw or borrow a portion of the Certificate's cash
surrender value, or the Certificate may be fully surrendered, at any time,
subject to certain limitations and charges.

The Owner has the flexibility to vary the frequency and amount of premium
payments, subject to certain restrictions and conditions.

MetLife is the investment manager of the Fund and the distributor of its
shares. MetLife also distributes and administers the Certificates. State Street
Research & Management Company ("State Street Research") is the sub-investment
manager with respect to the Growth, Income, Diversified and Aggressive Growth
Portfolios of the Fund. State Street Research is a wholly-owned subsidiary of
MetLife. GFM International Investors Limited ("GFM") is the sub-investment
manager with respect to the International Stock Portfolio of the Fund. GFM is a
subsidiary of MetLife.

As in the case of other life insurance policies, it may not be advantageous
to purchase group variable universal life insurance as a replacement for an
existing life insurance policy or in addition to an existing variable universal
insurance policy.

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.
<PAGE>
THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN SERIES FUND, INC., WHICH CONTAINS ADDITIONAL INFORMATION ABOUT THE
FUND.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
1 Madison Avenue, New York, New York 10010 Telephone (800) 523-2894
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
DEFINITIONS....................................... 3
SUMMARY........................................... 5
Who is the Issuer of the Group Policies and
Certificates?.................................... 5
What are Separate Account UL, the Fixed Account
and the Metropolitan Series Fund?................ 5
What Death Benefit is Available under the
Certificate?..................................... 6
What Flexibility Does an Owner have to Adjust the
Amount of the Death Benefit?..................... 6
What Flexibility Does an Owner have in Connection
with Premium Payments?........................... 7
What Happens to Certificates when the
Participating Entity's Active Participation in
the Group Policy is Terminated?.................. 7
If the Participating Entity Continues to
Participate in the Group Policy, How Long Will
the Certificate Remain in Force?................. 7
How are Net Premiums Allocated?................... 7
May the Certificate be Surrendered or the Cash
Value Partially Withdrawn?....................... 8
Is There a "Free Look" Period?.................... 8
What is the Loan Privilege?....................... 8
What Charges are Assessed in Connection with the
Certificate?..................................... 8
What is the Tax Treatment of Cash Value?.......... 9
Is the Beneficiary Subject to Federal Income Tax
on the Death Benefit?............................ 10
Is the Death Benefit or the Cash Value Subject to
Federal Estate Tax?.............................. 10
How Should Premium Payments, Owner Requests and
Other Communications be sent to MetLife?......... 10
SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND..... 10
The Separate Account.............................. 10
Metropolitan Series Fund.......................... 11
CERTIFICATE BENEFITS.............................. 12
Death Benefit..................................... 12
Cash Value........................................ 13
Benefit at Final Date............................. 22
Optional Income Plans............................. 22
Optional Insurance Benefits....................... 22
PAYMENT AND ALLOCATION OF PREMIUMS................ 23
Issuance of a Certificate......................... 23

<CAPTION>
PAGE
-----
<S> <C>
Premiums.......................................... 23
Allocation of Premiums and Cash Value............. 23
Termination of Participating Entity Participation
in the Group Policy.............................. 25
Effect of Termination of Group Policy
Participation on Owners.......................... 26
Certificate Termination and Reinstatement While
the Group Policy is in Effect.................... 26
CHARGES AND DEDUCTIONS............................ 27
Premium Expense Charges........................... 27
Transfer Charge................................... 28
Monthly Deduction From Cash Value................. 28
Charges Against the Separate Account.............. 29
Surrender Charges................................. 30
Guarantee of Certain Charges...................... 31
Other Charges..................................... 31
ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUES, CASH
SURRENDER VALUES AND ACCUMULATED PREMIUMS........ 31
CERTIFICATE RIGHTS................................ 35
Loan Privileges................................... 35
Surrender and Withdrawal Privileges............... 36
Exchange Privilege................................ 36
THE FIXED ACCOUNT................................. 37
General Description............................... 37
Fixed Account Cash Value.......................... 37
Death Benefit, Transfer, Withdrawal, Surrender,
and Certificate Loan Rights...................... 38
RIGHTS RESERVED BY METLIFE........................ 38
OTHER CERTIFICATE PROVISIONS...................... 38
SALES AND ADMINISTRATION OF THE GROUP POLICIES AND
CERTIFICATES..................................... 40
DISTRIBUTION OF THE GROUP POLICIES AND
CERTIFICATES..................................... 40
FEDERAL TAX MATTERS............................... 40
MANAGEMENT........................................ 42
VOTING RIGHTS..................................... 45
Right to Instruct Voting of Fund Shares........... 45
REPORTS........................................... 46
STATE REGULATION.................................. 46
REGISTRATION STATEMENT............................ 46
LEGAL MATTERS..................................... 47
EXPERTS........................................... 47
FINANCIAL STATEMENTS.............................. 47
APPENDIX TO PROSPECTUS............................ 84
</TABLE>

THE GROUP POLICY AND CERTIFICATE ARE NOT AVAILABLE IN ALL STATES. 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.

2
<PAGE>
DEFINITIONS

ADMINISTRATIVE OFFICE--The office of MetLife at 177 South Commons Drive,
Aurora, Illinois 60507, to which all Owner communications are to be sent.
MetLife may, by written notice, name other locations within the United States to
serve as designated offices, in place of or in addition to the office above.

AGE--For each covered person in a particular group, Age is defined as of a
day selected by the participating entity and set forth in the Group Policy. Age
can be measured from the Date of the Group Policy or from December 31st of a
given year, or from any other date agreed to by MetLife and the participating
entity.

ALLOCATION DATE--The date the first premium is applied to the Separate
Account pursuant to the designation in the Certificate enrollment form and/or
Group Policy application, as applicable. During the first Group Policy year, it
is set at twenty days after the Investment Start Date with respect to any
Certificate. During this twenty day period the net premium allocated to the
investment divisions of the Separate Account under any new Certificate will be
applied to the Money Market investment division. After the first Group Policy
year, the Allocation Date for all new Certificates issued with respect to that
Group is the Investment Start Date.

BENEFICIARY--The beneficiary is the person or persons designated by the
Owner to receive the insurance proceeds upon the death of the covered person.

CASH SURRENDER VALUE--The cash value less any indebtedness and applicable
surrender charge (computed as set forth under "Surrender Charge" on page 29) and
any accrued and unpaid monthly deduction.

CASH VALUE--The sum of the Certificate cash values in the Fixed Account, the
investment divisions of the Separate Account and the Loan Account.

CERTIFICATE--The group variable universal life insurance certificates issued
under the group variable universal life insurance policy offered by MetLife and
described in this Prospectus.

CERTIFICATE MONTH--The month beginning on the monthly anniversary.

COVERED PERSON--The person upon whose life the Certificate is issued.

DATE OF RECEIPT--The date premiums and communications are actually received
at an Administrative Office. Premium payments and communications will be deemed
to be received on the Date of Receipt with three exceptions: (1) when they are
received on any day that is not a Valuation Date; (2) when they are received by
means other than U.S. mail after 4:00 p.m. New York City time. With regard to
(1) and (2) above, the Date of Receipt will be deemed to be the next Valuation
Date. The third exception is the date of receipt for the first premium payment
with regard to each Certificate. In this case, and subject to the exceptions set
forth in (1) and (2) above, the Date of Receipt is the later of (1) the Date of
Certificate and (2) the date the first premium for a Certificate is received at
the Administrative Office.

DATE OF CERTIFICATE--The effective date for life insurance protection under
the Certificate. The Date of Certificate is set forth in the Certificate and is
used to determine Certificate years and Certificate months from issue.
Certificate anniversaries are measured from the Date of Certificate.

DATE OF GROUP POLICY--The date set forth in the Group Policy that is used to
determine Group Policy years and Group Policy months. Group Policy anniversaries
are measured from the Date of Group Policy.

FINAL DATE--The certificate anniversary on which the covered person is age
95 or later if specified in the Certificate.

FIXED ACCOUNT--An account which is part of the General Account and to which
MetLife will allocate net premiums as directed by the Owner or participating
entity, as applicable, and credit certain fixed rates of interest.

GENERAL ACCOUNT--The assets of MetLife other than those allocated to the
Separate Account or any other legally-segregated separate account.

GROUP--A participating entity and all Owners and/or people eligible to
become Owners under the participating entity's Group Policy.

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GROUP POLICY--For ease of reference in this Prospectus, this term includes
both the group variable universal life insurance policy that the participating
entity either participates in, is a party to or owns and which is offered by
MetLife and described in this Prospectus together with any administration
agreement entered into between the participating entity and MetLife.

GUIDELINE ANNUAL PREMIUM--The level annual amount of premium that would be
payable through the Final Date of a Certificate for the specified face amount of
the Certificate, or any amount of increase in the specified face amount, if
premiums therefor were fixed by MetLife as to both timing and amount and were
based on 1980 Commissioners Standard Ordinary Mortality Tables, net investment
earnings at an annual effective rate of 5%, and fees and charges as set forth in
the Certificate and any Certificate riders.

INDEBTEDNESS--The total of any unpaid Certificate loan and loan interest.

INVESTMENT START DATE--The Date of Receipt of the first premium with respect
to a Certificate.

INVESTMENT DIVISION--A subdivision of the Separate Account. The assets in
each investment division are invested exclusively in the shares of a specified
portfolio.

LOAN ACCOUNT--An account within the General Account to which cash value from
the Separate Account and/or the Fixed Account in an amount equal to a
Certificate loan requested by an Owner is transferred.

MINIMUM GROUP SIZE--The minimum number of people in a group that is
necessary before an employer can purchase a Group Policy. The minimum group size
is currently 200 lives. However, MetLife reserves the right to issue a Group
Policy or provide coverage to a participating entity that does not meet the
minimum group size.

MINIMUM SPECIFIED FACE AMOUNT--The minimum specified face amount of
insurance for which a Certificate may be issued. The amount is set forth in the
Certificate. The Certificate will never specify a minimum specified face amount
of less than $10,000.

MINIMUM PREMIUM--The amount set forth in the Certificate which will make an
Owner eligible to keep the Certificate in force for the first two Certificate
years.

MONTHLY ANNIVERSARY--The same date in each month as the Date of Group Policy
or the date the Certificate is issued, as applicable . For purposes of the
Separate Account, whenever the monthly anniversary date falls on a date other
than a valuation date, the next valuation date will be deemed to be the monthly
anniversary.

MONTHLY DEDUCTION--Charges deducted monthly from the cash value of a
Certificate and which include any monthly cost of insurance, monthly cost of
benefits provided by riders and monthly administration charge.

OWNER--The person so designated in the enrollment form for the Certificate
or as subsequently changed.

PAID-UP--An election under the Certificate whereby the Owner may terminate
the death benefit (and any riders in effect) and use all or part of the cash
surrender value as a single premium for a paid-up benefit under the Certificate.
If the paid-up election is made, all or part of the remaining cash value in the
Certificate will be transferred to the General Account and may no longer be
allocated to the Separate Account or Fixed Account. The Owner will receive any
remaining cash surrender value that is not used to purchase a paid-up benefit.
The paid-up benefit elected must not be more than can be purchased using the
Certificate's cash surrender value or more than the death benefit under the
Certificate at the time the election is made and must not be less than $10,000.

PORTABLE--A status that occurs when a covered person is no longer part of
the participating entity's group. A Certificate becomes portable when an event
specified in the Certificate occurs. These events may include: termination of
the covered person's employment (other than through retirement) and retirement
as determined by the participating entity. An Owner of a portable Certificate
will no longer be deemed to be a member of the participating entity's group for
purposes of determining cost of insurance rates and charges.

PORTFOLIO--A portfolio represents a different class (or series) of stock of
Metropolitan Series Fund, Inc., a mutual fund in which the Separate Account
assets are invested.

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PRO RATA BASIS--Allocations made in the same proportion that the
Certificate's cash value in the Fixed Account and the Certificate's cash value
in each investment division of the Separate Account bear to the Certificate's
total cash value (except for the cash value, if any, in the Loan Account) as of
the Date of Receipt of a request.

SEPARATE ACCOUNT--Metropolitan Life Separate Account UL, a separate
investment account of MetLife through which premiums paid under the Certificate
are invested to the extent allocated to the Separate Account by the Owner.

SPECIFIED FACE AMOUNT--The amount set forth in the Certificate.

SURRENDER CHARGE CAP--The maximum surrender charge amount set forth in the
Certificate.

VALUATION DATE--Each day on which the New York Stock Exchange is open for
trading or, on days other than when the New York Stock Exchange is open, on
which it is determined that there is a sufficient degree of trading in the
Fund's portfolio securities that the current net asset value of its redeemable
securities might be materially affected. Valuations for any date other than a
Valuation Date will be determined as of the next Valuation Date.

VALUATION PERIOD--The period between two successive Valuation Dates,
commencing at 4:00 p.m., New York City time, on each valuation date and ending
at 4:00 p.m., New York City time, on the next succeeding Valuation Date.

SUMMARY

Unless the context indicates otherwise, this summary and the discussion in
the rest of this Prospectus assume that cash surrender values are sufficient to
pay all charges deducted on monthly anniversaries, that no Certificate loans
have been made and that no riders are in effect (see "Loan Privileges--Effect of
a Certificate Loan," page 35, "Payment and Allocation of Premiums--Certificate
Termination and Reinstatement While the Group Policy is in Effect," page 26, and
"Appendix to Prospectus," page 84).

This Prospectus describes only those aspects of the Certificate that relate
to the Separate Account since only interests in the Separate Account are being
offered by this Prospectus. Aspects of the Fixed Account are briefly summarized
in order to give a better understanding of how the Certificate functions (see
"The Fixed Account," page 37).

WHO IS THE ISSUER OF THE GROUP POLICIES AND CERTIFICATES?

MetLife, the issuer of the Group Policies and Certificates, is a mutual life
insurance company. It was incorporated under the laws of the State of New York
in 1866 and since 1868 it has been engaged in the life insurance business under
the name Metropolitan Life Insurance Company. Its Home Office is located at 1
Madison Avenue, New York, New York 10010. It is authorized to transact business
in all states of the United States, the District of Columbia, Puerto Rico and
all Provinces of Canada. On December 31, 1994, MetLife had total life insurance
in force of over $1.2 trillion and total assets under management of over $164
billion.

WHAT ARE SEPARATE ACCOUNT UL, THE FIXED ACCOUNT AND THE METROPOLITAN SERIES
FUND?

The Owner may allocate the net premiums paid under the Certificate to one or
more of the investment divisions of the Separate Account, a separate investment
account of MetLife (see "The Separate Account," page 10) and/or to a Fixed
Account established by MetLife. In some cases, however, the participating entity
may select the investment divisions available to Owners and may also retain the
right to allocate any net premiums it pays unless and until the covered person
retires (as determined by the participating entity) or the Owner's Certificate
becomes portable.

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Portfolio, the Money Market Portfolio, the Diversified Portfolio, the Aggressive
Growth Portfolio, the International Stock Portfolio and the Stock Index
Portfolio. The International Stock Portfolio is not available in California. Net
premiums allocated to the Fixed Account are held in the General Account of
MetLife.

Each portfolio of the Fund has a different investment objective and is
managed by MetLife. For providing investment management services to the Fund,
MetLife receives a fee from the Fund equivalent to an annual rate of .25% of the
average daily value of the aggregate net assets of the Growth, Income, Money
Market, Diversified, and Stock Index Portfolios and an annual rate of .75% of
the average daily value of the aggregate net assets of the International Stock
and Aggressive Growth Portfolios. State Street Research provides sub-investment
management services with respect to the Growth, Income, Aggressive Growth and
Diversified Portfolios. GFM provides sub-investment management services with
respect to the International Stock Portfolio. For these services, State Street
Research and GFM receive an annual percentage fee from MetLife. State Street
Research and GFM are subsidiaries of MetLife and their fees are the sole
responsibility of MetLife, and not the Fund. In addition to the investment
management fees, other direct expenses are charged against the assets of the
Fund.

For a full description of the Fund, see the prospectus for the Fund, which
is attached at the end of this Prospectus, and the Fund's Statement of
Additional Information referred to therein.

WHAT DEATH BENEFIT IS AVAILABLE UNDER THE CERTIFICATE?

The Certificate provides for the payment of a benefit upon the death of the
covered person. The death benefit is the specified face amount of the
Certificate plus the cash value on the date of death. If greater than the death
benefit otherwise payable a minimum death benefit equivalent to a percentage,
determined by age at death, of the cash value will be paid. The insurance
proceeds payable will be reduced by any outstanding indebtedness and any accrued
and unpaid charges (see "Certificate Benefits--Death Benefit," page 12). The
Certificate also provides a guaranteed death benefit under which the specified
face amount is guaranteed for the first two Certificate years, provided that an
amount equal to the total minimum premiums is paid.

In addition, an Owner has the flexibility to add optional insurance benefits
by riders specified in the Certificate. These may include a waiver of monthly
deduction during total disability rider; an accelerated death benefit rider, a
living benefits rider; an accidental death benefit rider; an accidental death or
dismemberment benefit rider; and a dependent life benefits rider (see
"Certificate Benefits--Optional Insurance Benefits," page 22). The cost of these
optional insurance benefits will be deducted from the cash value as part of the
monthly deduction (see "Charges and Deductions--Monthly Deduction From Cash
Value," page 28).

Proceeds under the Certificate may be received in cash or under one of the
available optional income plans described in the Appendix to Prospectus on page
84 (see "Certificate Benefits--Optional Income Plans," page 22).

WHAT FLEXIBILITY DOES AN OWNER HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT?

After the first Certificate year, the Owner may increase the specified face
amount of the Certificate on a date or dates determined by the participating
entity and set forth in the Group Policy (see "Certificate Benefits," page 12).
For qualifying employees of a participating entity, automatic increases in face
amount will be made in conjunction with each employee's salary increase on a
date or dates specified by the participating entity. Any increases in the death
benefit are subject to MetLife's underwriting rules (see "Certificate
Benefits--Change in Specified Face Amount," page 13). Any face amount increase
also will result in additional charges (see "Certificate Benefits--Increases,"
and "Effect of Changes in Specified Face Amount on Charges," page 13). The
specified face amount may also be decreased by the Owner after the first
Certificate year. The specified face amount may never be less than the minimum
specified face amount set forth in the Certificate. In no event will the
specified face amount be less than $10,000. A decrease in the specified face
amount may result in the imposition of a sales charge (see "Charges and
Deductions--Surrender Charge," page 30). An increase or decrease in the death
benefit may have tax consequences (see "Federal Tax Matters," page 40).

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WHAT FLEXIBILITY DOES AN OWNER HAVE IN CONNECTION WITH PREMIUM PAYMENTS?

If elected by a participating entity and authorized by the Owner, premiums
are paid through payroll deduction and are remitted to MetLife by such employer
on at least a monthly basis. If payroll deduction is not available, the Owner
may remit premiums to MetLife directly on a quarterly or annual basis. Premium
payments will not be credited to the Owner's Certificate until received by
MetLife. An Owner has considerable flexibility concerning the amount and
frequency of premium payments. In order to keep the guaranteed death benefit in
effect, minimum premiums must be paid during each of the first two Certificate
years (see "Premiums--Premium Limitations," page 23). Otherwise, an Owner need
not pay the minimum premium. Instead, an Owner may, subject to certain
restrictions, make premium payments in any amount and at any frequency. However,
the Owner may be required to make an unscheduled premium payment in order to
keep the Certificate in force (see "Payment and Allocation of Premiums," page
23).

WHAT HAPPENS TO CERTIFICATES WHEN THE PARTICIPATING ENTITY'S ACTIVE
PARTICIPATION IN THE GROUP POLICY IS TERMINATED?

If the participating entity or MetLife decides to terminate the
participating entity's participation in the Group Policy, the participating
entity will cease remitting any payroll deductions of premiums. In addition, no
future Certificates will be issued under the Group Policy. The current
Certificates may also be terminated by MetLife under certain circumstances. A
surrender charge may apply to the termination of a Certificate due to the
termination of the Group Policy by the participating entity up to 5 years after
the Group Policy is issued. There are also circumstances where an Owner may
continue the Certificate even after the participating entity's termination of
its participation in the Group Policy. If the Certificate is not terminated,
different current charges may apply but the guaranteed charges will not be
greater than they were prior to the termination of the Group Policy. (See
"Effect of Termination of Group Policy Participation on Owners", page 26).

IF THE PARTICIPATING ENTITY CONTINUES TO PARTICIPATE IN THE GROUP POLICY, HOW
LONG WILL THE CERTIFICATE REMAIN IN FORCE?

The Certificate will terminate only (a) when its cash surrender value is
insufficient to pay the monthly deduction (see "Charges and Deductions--Monthly
Deduction from Cash Value," page 28), and the grace period expires without a
sufficient payment being made (see "Certificate Termination and Reinstatement
While the Group Policy is in Effect--Termination," page 26), or (b) in the first
two Certificate years, if the cash surrender value on any Certificate monthly
anniversary is insufficient to pay the monthly deduction and the total premiums
paid as of such monthly anniversary do not equal at least the minimum premiums
required as of that date, and the grace period expires without a sufficient
payment being made. Therefore, failure to pay minimum premiums after the first
two Certificate years will not automatically cause the Certificate to terminate.
Nevertheless, after the first two Certificate years, under the circumstances
described above, the Certificate can terminate, even if minimum premiums have
been paid. Thus, after the first two Certificate years, payment of the minimum
premiums does not guarantee that the Certificate will remain in force until its
final date.

HOW ARE NET PREMIUMS ALLOCATED?

The portion of the premium available for allocation ("net premium") equals
the premium paid less premium expense charges (see "Charges and
Deductions--Premium Expense Charges," page 27). The participating entity or
Owner, as applicable, determines in the application for the Group Policy or
enrollment form for the Certificate, respectively, what portions, if any, of net
premiums paid by each are to be allocated to the investment divisions of the
Separate Account and/or to the Fixed Account. Allocations with respect to the
Fixed Account are effective as of the Investment Start Date. Allocations with
respect to the investment divisions of the Separate Account are effective as of
the Allocation Date, as explained more fully under "Payment and Allocation of
Premiums-- Allocation of Premiums and Cash Value," page 23. An Owner or
participating entity, as applicable, may change allocations of future net
premiums at any time without charge by notifying MetLife in writing, subject to
certain limitations (see "Payment and Allocation of Premiums-- Allocation of
Premiums and Cash Value," page 23). Because investment performance of a Separate
Account investment division (unlike that of the Fixed Account) is not guaranteed
by MetLife, allocation of net premiums to the Separate Account investment
divisions increases the amount of investment risk to the Owner, and

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<PAGE>
allocation to the Fixed Account decreases such risk. On the other hand, the
potential benefit of the Fixed Account is limited to the return guaranteed by
MetLife plus any discretionary return declared by MetLife from time to time.

Subject to certain restrictions, currently, an Owner may transfer amounts
among the investment divisions of the Separate Account or between the Separate
Account and the Fixed Account without charge (see "Charges and Deductions," page
27). In the first 24 Certificate months, an Owner may transfer the entire amount
in the Separate Account to the Fixed Account without charge (see "Certificate
Rights--Exchange Privilege," page 36 and "The Fixed Account--Death Benefit,
Transfer, Withdrawal, Surrender, and Certificate Loan Rights," page 38). An
Owner may also elect to participate in one of the systematic investment
strategies (see "Allocation of Premiums and Cash Value--Systematic Investment
Strategies," page 25).

MAY THE CERTIFICATE BE SURRENDERED OR THE CASH VALUE PARTIALLY WITHDRAWN?

The Owner may surrender the Certificate at any time and receive the cash
surrender value of the Certificate. Subject to certain limitations, the Owner
also may make partial withdrawals from the cash surrender value at any time
prior to the final date (see "Certificate Rights--Surrender and Withdrawal
Privileges," page 35). Certificates under some Group Policies may be subject to
a transaction charge of up to $25. Also, a sales load may be imposed on certain
surrenders (see "Charges and Deductions--Surrender Charge," page 29). Surrenders
and withdrawals may have certain tax consequences (see "Federal Tax Matters,"
page 39).

IS THERE A "FREE LOOK" PERIOD?

The Certificate provides for a free-look period that lasts until 10 days
after receipt (except where state law requires a longer period for replacement
policies or other reasons), 45 days after the enrollment form has been
completed, or 10 days after MetLife mails the Owner a notice of free look
whichever is later. The Owner may return the Certificate within this period and
MetLife will send the Owner a complete refund of any premiums paid within 7
days. The refund of any premium paid by check, however, may be delayed until the
check has cleared the Owner's bank.

Following an increase in specified face amount requested by an Owner, there
is a similar free look period that extends until the later of 10 days after the
Owner receives revised Certificate pages reflecting the increase, 45 days after
the request for the increase has been completed, or 10 days after MetLife mails
the Owner a notice of cancellation right. During this period, the Owner may
elect to terminate the increase, and all Certificate values will be restored to
what they would have been had the increase not occurred. MetLife will also
refund the amount of any premiums paid, to the extent necessary for the
Certificate to continue to be within the definition of life insurance for
federal income tax purposes (see "Premiums--Premium Limitations," page 23).

WHAT IS THE LOAN PRIVILEGE?

An Owner may obtain a Certificate loan at any time that the Certificate has
a loan value. Loans may be repaid at any time prior to the Final Date (see
"Certificate Rights--Loan Privileges," page 35). Certificates under some Group
Policies may be subject to a transaction charge of up to $25. Loans are not
available for Owners who have exercised the paid-up Certificate provision,
except as otherwise required by law.

WHAT CHARGES ARE ASSESSED IN CONNECTION WITH THE CERTIFICATE?

The various charges assessed in connection with the Certificates are
outlined below. There are costs associated with the Certificates that are not
associated with a fixed life insurance product because the Certificates are for
a flexible premium variable universal life insurance product. For this reason,
some individuals who do not believe they will ever use the variable universal
life features included in the Certificates may find it more economical to
purchase fixed life insurance coverage, rather than the Certificates.

PREMIUM EXPENSE CHARGES. Premium expense charges vary based on the Group
Policy under which the Certificate is issued. These charges may consist of a
sales charge of up to 3% of each premium payment, a charge of .35% of each
premium payment to recover a portion of MetLife's estimated cost for the federal
income tax treatment of deferred acquisition costs ("DAC tax charge") and a
state premium tax charge of up to 5% of each premium payment (see "Charges and
Deductions--Premium Expense Charges," page 27).

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TRANSFER CHARGES. At the present time, there is no charge assessed when
amounts are transferred among the different investment divisions of the Separate
Account and between the investment divisions and the Fixed Account. MetLife
reserves the right in the future to assess a charge of up to $25 against each
transfer (see "Charges and Deductions--Transfer Charge," page 28).

MONTHLY DEDUCTION. The charges deducted as part of the monthly deduction
can vary based upon the Group Policy under which an Owner's Certificate is
issued. Cash value may be reduced by a monthly deduction equal to the sum of any
applicable: (1) charge for the cost of insurance. MetLife uses simplified
underwriting and guaranteed issue procedures. While the current costs of
insurance rates are generally lower than 100% of the 1980 Commissioners Standard
Ordinary Mortality Table Males, age last birthday ("1980 CSO Table"), the
guaranteed rates are up to 150% of the maximum rates that could be charged based
on the 1980 CSO table. The use of simplified underwriting and guaranteed issue
procedures may result in the cost of insurance charges being higher for some
healthy individuals. This charge will be deducted as part of a monthly combined
charge consisting of the cost of insurance charge and a component of the charge
for administration; (2) cost of any optional insurance benefits added by rider;
(3) monthly administration charge. The monthly administration charge is
comprised of two components. The first is a charge that is deducted as part of
the monthly combined charge (the other part of the monthly combined charge is
the cost of insurance, as described above). This component will never exceed 50%
of this monthly combined charge. The second component is a charge which may be
up to $3.00 per Certificate per month as specified in the Certificate. No profit
is expected to be derived from the aggregate of the administration charges set
forth in this paragraph. (See "Charges and Deductions--Monthly Deduction from
Cash Value," page 28.)

CHARGES AGAINST SEPARATE ACCOUNT. A daily charge equivalent to an effective
annual rate of at least .45% and not to exceed .90% of the average daily net
asset value attributable to the Policies of each investment division of the
Separate Account is imposed to compensate MetLife for its assumption of certain
mortality and expense risks (see "Charges and Deductions--Charge for Mortality
and Expense Risks," page 29).

No charges are currently made against the Separate Account for federal or
state income taxes with respect to earnings or capital gains which may be
attributable to the Separate Account. Should MetLife determine that such taxes
will be imposed, MetLife may make deductions from the Separate Account to pay
these taxes (see "Federal Tax Matters," page 40). The imposition of such taxes
would result in a reduction of the cash value in the Separate Account.

SURRENDER CHARGE. While the Group Policy is in force, a sales charge may be
deducted in the form of a surrender charge if the Certificate is surrendered or
there is a decrease of the specified face amount. The surrender charge will be
deducted from the cash value of a Certificate if such surrender or decrease in
specified face amount occurs during up to the first 5 Certificate years after
issue or up to 5 years after an increase in the specified face amount (other
than an automatic increase). The surrender charge will not exceed the surrender
charge cap on the date of the surrender or specified face amount decrease. In
some cases, beginning no later than the 2nd Certificate year (or the 2nd year
after any applicable increase in specified face amount) this maximum declines.
In other cases the surrender charge will remain level through up to the fifth
Certificate year (or the fifth year after any applicable increase). In both
cases the surrender charge becomes zero no later than Certificate year 6 (or 6
years after the last specified face amount increase) (see "Charges and
Deductions--Surrender Charge," page 30).

A sales charge may also be deducted in the form of a surrender charge from
the cash value of a Certificate if the Certificate is terminated because the
Group Policy is terminated by the participating entity during up to the first 5
Group Policy years. The surrender charge will be the same surrender charge
described above; however, its elimination after not more than 5 years, will be
based on the number of years the Group Policy is in force, rather than the
number of years the Certificate is in force or the number of years since an
increase in specified face amount (see "Charges and Deductions--Surrender
Charge," page 30).

WHAT IS THE TAX TREATMENT OF CASH VALUE?

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cash value withdrawn from the Certificate, the cash value received upon
surrender of the Certificate or the cash value distributed at the Final Date of
a Certificate only to the extent these amounts, when added to previous
distributions, exceed the total premiums paid. Amounts received upon surrender
or withdrawal or on the Final Date of a Certificate in excess of premiums paid
will be treated as ordinary income.

Special rules regarding taxation, including the imposition of a tax penalty,
govern pre-death withdrawals from life insurance contracts referred to as
modified endowment contracts. For more information, see "Federal Tax Matters,"
pages 40 to 42.

IS THE BENEFICIARY SUBJECT TO FEDERAL INCOME TAX ON THE DEATH BENEFIT?

Like death benefits payable under conventional fixed benefit life insurance
policies, death benefit proceeds payable under the Certificate under current law
are generally completely excludable from the gross income of the beneficiary. As
a result, the beneficiary generally will not be taxed on death benefit proceeds
(see "Federal Tax Matters," page 40).

IS THE DEATH BENEFIT OR THE CASH VALUE SUBJECT TO FEDERAL ESTATE TAX?

The death benefit under the Certificate or the cash value may be subject to
federal estate tax (see "Federal Tax Matters," page 40).

HOW SHOULD PREMIUM PAYMENTS, OWNER REQUESTS AND OTHER COMMUNICATIONS BE SENT TO
METLIFE?

Premium payments and other communications (such as transfer requests, loan
requests, loan repayments, withdrawal requests, surrender requests, changes of
beneficiary, changes of the specified face amount, or changes of premium
allocation) should be sent to the Administrative Office for the Certificate.
MetLife may name different Administrative Offices for different transactions. In
the future MetLife may permit transfer and withdrawal or other requests to be
made by telephone.

To exercise rights under a Certificate, the Owner must follow the procedures
stated in the Certificate. To request a payment, change the allocation among the
investment divisions, change the beneficiary, change the specified face amount,
change an address or request any other action by MetLife, the Owner should
utilize the forms prepared by MetLife for each purpose. The forms are available
from the Administrative Offices.

SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND

THE SEPARATE ACCOUNT

The Separate Account, which is a separate investment account of MetLife, was
established by MetLife pursuant to the New York Insurance Law on December 13,
1988. The Separate Account also receives premium payments in connection with
other variable universal life insurance products issued by MetLife. The assets
allocated to the Separate Account are the property of MetLife, and MetLife is
not a trustee by reason of the Separate Account.

The Separate Account meets the definition of "separate account" under the
federal securities laws. All income, gains and losses, whether or not realized,
from assets allocated to the Separate Account are credited to or charged against
the Separate Account without regard to other income, gains or losses of MetLife.
Each Certificate provides that such portion of the assets in the Separate
Account as equals the liabilities (and reserves) of MetLife with respect to the
Separate Account shall not be chargeable with liabilities arising out of any
other business of MetLife. The liabilities are the actuarially determined amount
of MetLife's total commitments under the Certificates; the reserves are the
assets allocated to pay these commitments. The values of the assets in the
Separate Account will not at any time be less than the sum of all amounts then
allocated to the Separate Account under variable life insurance policies.

MetLife may accumulate in the Separate Account mortality and expense risk
charges, mortality gains and investment gains on those assets (which represent
such charges) in the Separate Account and other amounts in excess of MetLife's
liabilities and reserves with respect to the Separate Account. MetLife may from
time to time transfer to its general account any assets in the Separate Account
in excess of such reserves and liabilities.

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Although the Separate Account is an integral part of MetLife, the Separate
Account is registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940 ("1940 Act").
Registration does not involve supervision of management or investment practices
or policies of the Separate Account or of MetLife by the Commission.

There are currently seven investment divisions in the Separate Account. The
assets in each investment division are invested in a separate class (or series)
of stock issued by the Fund. Each class of stock represents a separate portfolio
within the Fund. New investment divisions may be added as new portfolios are
added to the Fund and made available to Owners. In addition, investment
divisions may be eliminated from the Separate Account.

METROPOLITAN SERIES FUND

The Fund is a "series" type of mutual fund which is registered with the
Securities and Exchange Commission as a diversified open-end management
investment company under the 1940 Act. The Fund has served as the investment
medium for the Separate Account since the Separate Account commenced operations.
A brief summary of the investment objectives of each Fund portfolio that may be
available to Owners is set forth below.

GROWTH PORTFOLIO. The investment objective of this portfolio is to achieve
long-term growth of capital and income, and moderate current income, by
investing primarily in common stocks that are believed to be of good quality or
to have good growth potential or which are considered to be undervalued based on
historical investment standards.

INCOME PORTFOLIO. The investment objective of this portfolio is to achieve
the highest possible total return, by combining current income with capital
gains, consistent with prudent investment risk and the preservation of capital,
by investing primarily in fixed-income, high-quality debt securities.

MONEY MARKET PORTFOLIO. The investment objective of this portfolio is to
achieve the highest possible current income consistent with the preservation of
capital and maintenance of liquidity, by investing primarily in short-term money
market instruments.

DIVERSIFIED PORTFOLIO. The investment objective of this portfolio is 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.

AGGRESSIVE GROWTH PORTFOLIO. The investment objective of this portfolio is
to achieve maximum capital appreciation by investing primarily in common stocks
(and equity and debt securities convertible into or carrying the right to
acquire common stocks) of emerging growth companies, undervalued securities or
special situations.

INTERNATIONAL STOCK PORTFOLIO. The investment objective of this portfolio
is to achieve long-term growth of capital by investing primarily in common
stocks and equity-related securities of non-United States companies. This
portfolio is not available in connection with Group Policies and Certificates
issued in California.

STOCK INDEX PORTFOLIO. The investment objective of this portfolio is 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.

MetLife purchases and redeems Fund shares for the Separate Account at their
net asset value without the imposition of any sales or redemption charges. Such
shares represent an interest in one of the portfolios of the Fund which
correspond to the investment divisions of the Separate Account. Any dividend or
capital gain distributions received from the Fund are likewise reinvested in
Fund shares at net asset value as of the dates paid. The distributions have the
effect of reducing the value of each share of the Fund and increasing the number
of Fund shares outstanding. However, the total cash value in the Separate
Account does not change as a result of such distributions.

11
<PAGE>
On each Valuation Date, shares of each portfolio are purchased or redeemed
by MetLife for the Separate Account, based on, among other things, the amounts
of net premiums allocated to the Separate Account, dividends and distributions
reinvested, transfers to and among investment divisions, Certificate loans, loan
repayments and benefit payments to be effected pursuant to the terms of the
Certificates as of that date. Such purchases and redemptions for the Separate
Account are effected at the net asset value per share for each portfolio
determined as of 4:00 p.m., New York City time, on that same Valuation Date.

A full description of the Fund, its investment policies and restrictions,
its charges and other aspects of its operation is contained in the prospectus
for the Fund, which is attached at the end of this Prospectus, and in the
Statement of Additional Information referred to therein. See "The Fund and its
Purpose," in the prospectus for the Fund for a discussion of the different
separate accounts for MetLife and its affiliates that invest in the Fund and the
risks related thereto.

CERTIFICATE BENEFITS

DEATH BENEFIT

As long as the Certificate remains in force (see "Certificate Termination
and Reinstatement While the Group Policy is in Effect--Termination," page 26),
MetLife will, upon due proof of the covered person's death, pay the insurance
proceeds of the Certificate to the named beneficiary. The proceeds may be
received by the beneficiary in a single sum or under one or more of the
available optional income plans as described in the Appendix to Prospectus, page
84.

The insurance proceeds are: (a) The death benefit provided on the date of
death; plus (b) any additional insurance on the covered person's life that is
provided by rider; minus (c) any outstanding indebtedness and any accrued and
unpaid charges; and minus (d) certain amounts of death benefit previously
decreased as a result of a claim under a rider to the Policy.

The death benefit is equal to the specified face amount of insurance plus
the cash value.

MINIMUM DEATH BENEFIT--There is a minimum death benefit equal to the greater
of (1) the death benefit and (2) a percentage of the cash value as set forth in
the table below. The minimum death benefit is determined in accordance with
federal income tax laws, to ensure that the Certificate qualifies as a life
insurance contract and that the insurance proceeds will be excluded from the
gross income of the beneficiary.

TABLE
<TABLE>
<CAPTION>
AGE
OF COVERED PERSON PERCENTAGE OF
ON DATE OF DEATH CASH VALUE
--------------------- -----------------
<S> <C>
40 and less:.......................... 250%
45:................................... 215%
50:................................... 185%
55:................................... 150%
60:................................... 130%
65:................................... 120%

<CAPTION>
AGE
OF COVERED PERSON PERCENTAGE OF
ON DATE OF DEATH CASH VALUE
--------------------- -----------------
<S> <C>
70:................................... 115%
75:................................... 105%
80:................................... 105%
85:................................... 105%
90:................................... 105%
95:................................... 100%
</TABLE>

For the ages not listed, the progression between the listed ages is linear.

The Certificate provides a guaranteed death benefit. For all Owners, the
specified face amount is guaranteed for the first two Certificate years provided
that an amount equal to the total minimum premiums due has been paid even if the
cash surrender value would otherwise be insufficient to keep the policy in force
(see "Certificate Termination and Reinstatement While the Group Policy is in
Effect", page 26). If the requirements of the guaranteed death benefit are not
met on any Certificate monthly anniversary, a notice will be sent to the Owner
stating that the guarantee will terminate unless sufficient premiums are paid
within the greater of

12
<PAGE>

61 days, measured from the Certificate monthly anniversary, or 30 days after the
date notice is mailed. If sufficient premiums are not received within that time,
the guaranteed death benefit will terminate and may not be reactivated.

The death benefit provides insurance protection as well as possible build-up
of cash value. The death benefit varies as the cash value changes.

If the covered person dies on a date that is not a Valuation Date, the
amount of death benefit proceeds payable will be determined as of the next
Valuation Date.

CHANGE IN SPECIFIED FACE AMOUNT. Subject to certain limitations, an Owner,
after the first Certificate year may request an increase the specified face
amount of a Certificate on a date or dates determined by the participating
entity and set forth in the Group Policy (see "Decreases" and "Increases,"
below). For Owners who are qualifying employees of employers who are
participating entities, automatic increases in face amount will be made in
conjunction with each employee's salary increases on a date or dates determined
by the participating entity, unless such employee notifies MetLife in writing
that no such automatic increases are desired. Any increases in the specified
face amount are subject to MetLife's underwriting rules which may include a
requirement for satisfactory evidence of the covered person's insurability. The
specified face amount may also be decreased by the Owner after the first
Certificate year. An increase or decrease in the death benefit may have tax
consequences (see "Federal Tax Matters," page 40). Any increase or decrease in
the specified face amount requested by the Owner will become effective on the
monthly anniversary on or next following the date of approval of the request.

DECREASES. The specified face amount remaining in force after any requested
decrease may not be less than the minimum specified face amount as specified in
the Certificate. A decrease in the specified face amount may result in the
imposition of a sales charge (see "Charges and Deductions--Surrender Charge,"
page 29). No decrease in the specified face amount will be permitted if it would
result in total premiums paid exceeding the then current maximum premium
limitations determined by Internal Revenue Code rules (see "Premiums--Premium
Limitations," page 23). For purposes of determining the cost of insurance charge
(see "Charges and Deductions--Cost of Insurance"; "Cost of Insurance Rate"; and
"Rate Class," pages 28 and 29), a decrease in the specified face amount will
reduce the specified face amount in the following order: (a) the specified face
amount provided by the most recent increases successively; and (b) the specified
face amount on the Date of Certificate.

INCREASES. Any requirements as to the minimum amount of an increase are
specified in the Certificate. Any increases in specified face amount are subject
to MetLife's underwriting rules.

EFFECT OF CHANGES IN SPECIFIED FACE AMOUNT ON CHARGES. A change in the
specified face amount may affect the net amount at risk which may affect an
Owner's cost of insurance charge and the monthly administration charge (see
"Charges and Deductions--Cost of Insurance;" "Cost of Insurance Rate," "Rate
Class," pages 28 and 29). This in turn can affect the level of subsequent cash
values and death benefit. A change in the specified face amount may also affect
the Certificate's status as a modified endowment contract for tax purposes (see
"Federal Tax Matters," page 40). Finally, an increase in the specified face
amount requested by an Owner can result in an additional amount of surrender
charge being imposed (see "Charges and Deductions--Surrender Charges," page 30).

CASH VALUE

The total cash value of a Certificate at any time is the sum of the
Certificate's cash values in the Fixed Account (see "The Fixed Account," page
37), the Loan Account (see "Certificate Rights--Loan Privileges," page 35), and
the investment divisions of the Separate Account at such time. The Certificate's
cash value in the Separate Account may increase or decrease on each Valuation
Date depending on the investment return of the chosen investment divisions of
the Separate Account (see "Separate Account Net Investment Return," page 14).
There is no guaranteed minimum cash value in the Separate Account.

13
<PAGE>

year will automatically be allocated to the Money Market investment division
from the Investment Start Date to the Allocation Date. Otherwise, on each
Valuation Date, the Certificate's cash value in an investment division of the
Separate Account will equal:

(1) The cumulative amount of all net premium payments, transfers of cash value,
loan repayments and interest credited on Certificate loans that are
allocated to the investment division; minus

(2) Any cash value transferred, surrendered or withdrawn from the investment
division (including transfers to the Loan Account); minus

(3) The portion of all charges and deductions allocated to the Certificate's
cash value in the investment division (see "Charges and Deductions," page
27); plus or minus

(4) The cumulative net investment return (discussed below) on the amount of cash
value in the investment division.

The Certificate's total cash value in the Separate Account equals the sum of
the Certificate's cash value in each investment division.

SEPARATE ACCOUNT NET INVESTMENT RETURN. An investment division's net
investment return is determined as of 4:00 p.m., New York City time, on each
Valuation Date. All transactions and calculations with respect to the
Certificates as of any Valuation Date are determined as of such time.

Each investment division is credited with a rate of net investment return
equal to its gross rate of investment return during the Valuation Period less
(1) an adjustment for the Separate Account's charge for mortality and expense
risks (equivalent to at least .45% and not more than .90% on an annual basis)
and (2) a charge for MetLife's taxes, if any such tax charge becomes necessary
in the future (see "Charges and Deductions--Charges Against the Separate
Account," page 29). The investment division's gross rate of investment return is
equal to the rate of increase or decrease in the net asset value per share of
the underlying Fund portfolio over the Valuation Period, adjusted upward to take
appropriate account of any dividends paid by the portfolio during the period.

Depending primarily on the investment experience of the underlying Fund
portfolio, an investment division's net investment return may be either positive
or negative during a Valuation Period.

RATES OF RETURN. The rates of return for the portfolios of the Fund shown
below reflect all charges against the Fund portfolios. However there are
significant charges against the separate account, premiums and the cash value in
each Certificate that are not imposed against the Fund portfolios and are
therefore not reflected. These charges, i.e. charges against premiums, charges
for mortality and expense risks, the administration charge, the surrender charge
and the cost of insurance (see "Charges and Deductions--Premium Expense
Charges," "Surrender Charges," and "Monthly Deduction from Cash Value," pages
27, 28 and 30), significantly decrease the rates of return on a given
Certificate. The rate of return is computed in each case by subtracting the net
asset value per share at the beginning of the period from the net asset value
per share at the end of the period, adjusting for dividends and dividing the
result by the net asset value per share at the beginning of the period. The
resulting ratio is then annualized to obtain the Average Annual Return during
the entire period for which rates of return are shown. The annualization makes
the assumption that the rate of return does not vary from any one year period to
another and takes into account the effect of compounding.

Rates of return are useful for reviewing the effectiveness of Fund
management and for comparing the investment returns of the underlying Fund
portfolios. HOWEVER, FOR THE REASONS STATED ABOVE, NO OWNER SHOULD EXPECT TO
RECEIVE FUND RETURN. The hypothetical historical illustrations that appear on
pages 17 to 22 demonstrate the effect on the underlying Fund Portfolios' rates
of return of all charges against the separate account, premiums and the cash
value in the Policy illustrated.

14
<PAGE>

<TABLE>
<CAPTION>
6/24/83- 6/24/83- 1/1/84- 1/1/85- 1/1/86- 1/1/87- 1/1/88- 1/1/89- 1/1/90-
12/31/94 12/31/83 12/31/84 12/31/85 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90
--------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Growth......... 241.22% -4.60% 0.61% 34.80% 10.19% 5.67% 9.88% 39.96% -9.98%
Income......... 218.66% 2.00% 13.83% 27.21% 19.58% -1.98% 9.23% 13.42% 9.98%
Money Market... 112.49% 4.86% 10.47% 8.13% 6.72% 6.22% 7.63% 9.25% 8.18%

<CAPTION>
AVERAGE
1/1/91- 1/1/92- 1/1/93- 1/1/94- ANNUAL
12/31/91 12/31/92 12/31/93 12/31/94 RETURN
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Growth......... 33.18% 11.57% 14.41% -3.75% 11.24%
Income......... 17.42% 6.90% 11.32% -3.32% 10.58%
Money Market... 6.10% 3.73% 2.90% 3.89% 6.76%
</TABLE>

<TABLE>
<CAPTION>
7/25/86- 7/25/86- 1/1/87- 1/1/88- 1/1/89- 1/1/90- 1/1/91- 1/1/92- 1/1/93-
12/31/94 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
--------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Diversified.... 112.17% 3.41% 3.54% 8.88% 23.26% -0.89% 24.94% 9.49% 12.79%

<CAPTION>
AVERAGE
1/1/94- ANNUAL
12/31/94 RETURN
--------- ---------
<S> <C> <C>
Diversified.... -3.44% 9.33%
</TABLE>

<TABLE>
<CAPTION>
AVERAGE
4/29/88- 4/29/88- 1/1/89- 1/1/90- 1/1/91- 1/1/92- 1/1/93- 1/1/94- ANNUAL
12/31/94 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 RETURN
--------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggressive
Growth........ 168.40% 4.62% 33.11% -11.35% 66.46% 10.37% 22.66% -3.52% 15.94%
</TABLE>

<TABLE>
<CAPTION>
AVERAGE
5/1/90- 5/1/90- 1/1/91- 1/1/92- 1/1/93- 1/1/94- ANNUAL
12/31/94 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 RETURN
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock Index.... 57.49% 1.95% 29.76% 7.44% 9.55% 1.15% 10.22%
</TABLE>

<TABLE>
<CAPTION>
AVERAGE
5/1/91- 5/1/91- 1/1/92- 1/1/93- 1/1/94- ANNUAL
12/31/94 12/31/91 12/31/92 12/31/93 12/31/94 RETURN
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
International
Stock......... 36.43% -1.55% -10.21% 47.76% 4.45% 8.84%
</TABLE>

ILLUSTRATIONS. In order to demonstrate how the investment experience of
the portfolios of the Fund will affect the death benefit, cash value and cash
surrender value of a Certificate, hypothetical illustrations showing the
hypothetical net return of each investment division are set forth below. These
hypothetical illustrations are based on the actual historical experience of the
Fund as if the Separate Account had been in existence and a Certificate had been
issued on the dates indicated. They do not represent what may happen in the
future.

The illustrations are based on the payment of monthly premiums of $175 for a
specified face amount of $100,000 for an individual aged 40. The illustrations
assume that no riders are in effect. The periods illustrated are based on the
periods and rates of return set forth in "Rates of Return" above.

For each investment division, one illustration is based on the guaranteed
charge rates under a hypothetical representative standard Group Policy; the
other illustration is based as if the current charge rates were in effect during
the period illustrated that would be representative of such a Group Policy. The
actual maximum and current charge rates can be expected to vary from one Group
Policy to another (See "Charges and Deductions," page 27.)

The guaranteed illustrations assume: (1) that the covered person is in a
rate class that has cost of insurance charges equal to 100% of the maximum rates
that could be charged based on the 1980 Commissioners Standard Ordinary
Mortality Table, Males, age last birthday ("1980 CSO Table"); (2) a $3.00 per
Certificate per month administration charge plus a charge for administration
included as part of the monthly combined charge equal to the same amount charged
for the cost of insurance described in (1) above; (3) a .35% DAC tax charge; (4)
a 2.5% premium tax rate; (5) a 3% front end sales load; (6) a surrender charge
cap equal to $30.17 per thousand dollars of specified face amount in Certificate
Year 1; $24.62 per thousand dollars of specified face amount in Certificate Year
2; $18.85 per thousand dollars of specified face amount in Certificate Year 3;
$12.83 per thousand dollars of specified face amount in Certificate Year 4;
$6.55 per thousand dollars of specified face amount in Certificate Year 5; and
$0 in Certificate Year 6 and thereafter; (7) a

15
<PAGE>

daily charge against the Separate Account for mortality and expense risks
equivalent to an effective annual rate of .90% of the average daily value of the
assets in the Separate Account attributable to the Certificates; and (8) a
surrender transaction charge of $25.

The current illustrations assume: (1) that the covered person is in a rate
class that has standardized cost of insurance charges equal to Table 1 under
Section 79 of the Internal Revenue Code; (2) a $1.50 per Certificate per month
administration charge plus a charge for administration included as part of the
monthly combined charge equal to the 20% of the amount charged for the cost of
insurance described in (1) above; (3) a 0.35% DAC tax charge; (4) a 2.5% premium
tax rate; (5) a 0% front end sales load; (6) a surrender charge cap equal to
$30.17 per thousand dollars of specified face amount in Certificate Year 1;
$24.62 per thousand dollars of specified face amount in Certificate Year 2;
$18.85 per thousand dollars of specified face amount in Certificate Year 3;
$12.83 per thousand dollars of specified face amount in Certificate Year 4;
$6.55 per thousand dollars of specified face amount in Certificate Year 5; and
$0 in Certificate Year 6 and thereafter; (7) a daily charge against the Separate
Account for mortality and expense risks equivalent to an effective annual rate
of .45% of the average daily value of the assets in the Separate Account
attributable to the Certificates; and (8) no surrender transaction charge.

These examples of Certificate performance are for a specific age, rate
class, and group mortality characteristics premium payment pattern and policy
anniversary as set forth above. The benefits are calculated for a specific
Certificate anniversary. The amount and timing of premium payments would affect
individual Certificate benefits as would any withdrawals or Certificate loans.

From time to time the Separate Account may advertise its performance ranking
information among similar investments as compiled by Lipper Analytical Services
Inc., Morningstar, Inc. and other independent organizations.

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.

Performance may be shown for the systematic investment strategies made
available under the Certificates (see "Allocation of Premiums and Cash
Value-Systematic Investment Strategies," page 25). Average annual return for the
"Equity Generator," "Equalizer," or "Allocator," systematic investment
strategies may 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 for the applicable investment divisions or the
Fixed Account, at the end of the period, expressed as a percentage. The average
annual return in each case will assume that no withdrawals have occurred and
will not reflect charges against premiums, cost of insurance or other monthly
policy charges.

This Prospectus also contains illustrations based on assumed rates of
return. See "Illustrations Of Death Benefit, Cash Values, Cash Surrender Values
And Accumulated Premiums," on pages 31 to 34.

16
<PAGE>

The following examples show how the hypothetical net return of the
investment division which invests in the Growth Portfolio of the Fund would have
affected benefits for a Certificate dated January 1, 1984 (the first January 1
following the effective date for the Growth Portfolio) if that Certificate
imposed the charges and had the other characteristics discussed on pages 15 and
16. These examples assume that net premiums and related cash values were in this
investment division for the entire period.

GROWTH
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE CASH SURRENDER VALUE DEATH BENEFIT
---------------------------------------- ---------------- ----------- --------------------- -------------
<S> <C> <C> <C> <C>
1984.................................... $ 2,183 $ 1,843 $ 1,284 $ 101,843
1985.................................... 5,390 4,539 3,420 104,539
1986.................................... 8,076 6,783 5,104 106,783
1987.................................... 10,413 8,723 7,440 108,723
1988.................................... 13,630 11,389 10,734 111,389
1989.................................... 21,529 17,737 17,737 117,737
1990.................................... 21,395 17,432 17,432 117,432
1991.................................... 30,949 24,982 24,982 124,982
1992.................................... 36,847 29,514 29,514 129,514
1993.................................... 44,398 35,324 35,324 135,324
1994.................................... 44,767 35,133 35,133 135,133
</TABLE>

GROWTH
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE CASH SURRENDER VALUE DEATH BENEFIT
---------------------------------------- ---------------- ----------- --------------------- -------------
<S> <C> <C> <C> <C>
1984.................................... $ 2,183 $ 1,356 $ 772 $ 101,356
1985.................................... 5,390 3,270 2,125 103,270
1986.................................... 8,076 4,785 3,081 104,785
1987.................................... 10,413 6,022 4,739 106,022
1988.................................... 13,630 7,664 7,009 107,664
1989.................................... 21,529 11,787 11,787 111,787
1990.................................... 21,395 11,392 11,392 111,392
1991.................................... 30,949 16,008 16,008 116,008
1992.................................... 36,847 18,521 18,521 118,521
1993.................................... 44,398 21,690 21,690 121,690
1994.................................... 44,767 21,212 21,212 121,212
</TABLE>

17
<PAGE>

The following examples show how the hypothetical net return of the
investment division which invests in the Income Portfolio of the Fund would have
affected benefits for a Certificate dated January 1, 1984 (the first January 1
following the effective date for the Income Portfolio) if that Certificate
imposed the charges and had the other characteristics discussed on pages 15 and
16. These examples assume that net premiums and related cash values were in this
investment division for the entire period.

INCOME
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE CASH SURRENDER VALUE DEATH BENEFIT
---------------------------------------- ---------------- ----------- --------------------- -------------
<S> <C> <C> <C> <C>
1984.................................... $ 2,330 $ 1,967 $ 1,408 $ 101,967
1985.................................... 5,408 4,555 3,435 104,555
1986.................................... 8,736 7,338 5,659 107,338
1987.................................... 10,677 8,945 7,662 108,945
1988.................................... 13,832 11,559 10,904 111,559
1989.................................... 17,941 14,767 14,767 114,767
1990.................................... 22,002 17,899 17,899 117,899
1991.................................... 28,167 22,701 22,701 122,701
1992.................................... 32,313 25,837 25,837 125,837
1993.................................... 38,166 30,306 30,306 130,306
1994.................................... 38,979 30,484 30,484 130,484
</TABLE>

INCOME
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE CASH SURRENDER VALUE DEATH BENEFIT
---------------------------------------- ---------------- ----------- --------------------- -------------
<S> <C> <C> <C> <C>
1984.................................... $ 2,330 $ 1,448 $ 863 $ 101,448
1985.................................... 5,408 3,281 2,137 103,281
1986.................................... 8,736 5,178 3,474 105,178
1987.................................... 10,677 6,167 4,884 106,167
1988.................................... 13,832 7,773 7,118 107,773
1989.................................... 17,941 9,800 9,800 109,800
1990.................................... 22,002 11,668 11,668 111,668
1991.................................... 28,167 14,502 14,502 114,502
1992.................................... 32,313 16,144 16,144 116,144
1993.................................... 38,166 18,486 18,486 118,486
1994.................................... 38,979 18,246 18,246 118,246
</TABLE>

18
<PAGE>

The following examples show how the hypothetical net return of the
investment division which invests in the Money Market Portfolio of the Fund
would have affected benefits for a Certificate dated January 1, 1984 (the first
January 1 following the effective date for the Money Market Portfolio) if that
Certificate imposed the charges and had the other characteristics discussed on
pages 15 and 16. These examples assume that net premiums and related cash values
were in this investment division for the entire period.

MONEY MARKET
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE CASH SURRENDER VALUE DEATH BENEFIT
---------------------------------------- ---------------- ----------- --------------------- -------------
<S> <C> <C> <C> <C>
1984.................................... $ 2,220 $ 1,874 $ 1,314 $ 101,874
1985.................................... 4,590 3,866 2,747 103,866
1986.................................... 7,070 5,941 4,262 105,941
1987.................................... 9,683 8,117 6,834 108,117
1988.................................... 12,611 10,545 9,890 110,545
1989.................................... 15,980 13,148 13,148 113,148
1990.................................... 19,480 15,831 15,831 115,831
1991.................................... 22,831 18,370 18,370 118,370
1992.................................... 25,822 20,600 20,600 120,600
1993.................................... 28,703 22,727 22,727 122,727
1994.................................... 31,968 24,864 24,864 124,864
</TABLE>

MONEY MARKET
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE CASH SURRENDER VALUE DEATH BENEFIT
---------------------------------------- ---------------- ----------- --------------------- -------------
<S> <C> <C> <C> <C>
1984.................................... $ 2,220 $ 1,379 $ 794 $ 101,379
1985.................................... 4,590 2,782 1,638 102,782
1986.................................... 7,070 4,177 2,473 104,177
1987.................................... 9,683 5,566 4,283 105,566
1988.................................... 12,611 7,044 6,389 107,044
1989.................................... 15,980 8,666 8,666 108,666
1990.................................... 19,480 10,244 10,244 110,244
1991.................................... 22,831 11,628 11,628 111,628
1992.................................... 25,822 12,711 12,711 112,711
1993.................................... 28,703 13,618 13,618 113,618
1994.................................... 31,968 14,573 14,573 114,573
</TABLE>

19
<PAGE>

The following examples show how the hypothetical net return of the
investment division which invests in the Diversified Portfolio of the Fund would
have affected benefits for a Certificate dated January 1, 1987 (the first
January 1 following the effective date for the Diversified Portfolio) if that
Certificate imposed the charges and had the other characteristics discussed on
pages 15 and 16. These examples assume that net premiums and related cash values
were in this investment division for the entire period.

DIVERSIFIED
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE CASH SURRENDER VALUE DEATH BENEFIT
------------------------------------------- ---------------- ----------- --------------------- -------------
<S> <C> <C> <C> <C>
1987....................................... $ 1,999 $ 1,688 $ 1,128 $ 101,688
1988....................................... 4,351 3,665 2,546 103,665
1989....................................... 7,687 6,459 4,780 106,459
1990....................................... 9,748 8,171 6,888 108,171
1991....................................... 14,583 12,193 11,538 112,193
1992....................................... 18,232 15,017 15,017 115,017
1993....................................... 22,781 18,551 18,551 118,551
1994....................................... 24,052 19,398 19,398 119,398
</TABLE>

DIVERSIFIED
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE CASH SURRENDER VALUE DEATH BENEFIT
------------------------------------------- ---------------- ----------- --------------------- -------------
<S> <C> <C> <C> <C>
1987....................................... $ 1,999 $ 1,242 $ 657 $ 101,242
1988....................................... 4,351 2,635 1,491 102,635
1989....................................... 7,687 4,540 2,836 104,540
1990....................................... 9,748 5,605 4,322 105,605
1991....................................... 14,583 8,156 7,501 108,156
1992....................................... 18,232 9,918 9,918 109,918
1993....................................... 22,781 12,050 12,050 112,050
1994....................................... 24,052 12,345 12,345 112,345
</TABLE>

The following examples show how the hypothetical net return of the
investment division which invests in the Stock Index Portfolio of the Fund would
have affected benefits for a Certificate dated January 1, 1991 (the first
January 1 following the effective date for the Stock Index Portfolio) if that
Certificate imposed the charges and had the other characteristics discussed on
pages 15 and 16. These examples assume that net premiums and related cash values
were in this investment division for the entire period.

STOCK INDEX
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

20
<PAGE>

STOCK INDEX
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

The following examples show how the hypothetical net return of the
investment division which invests in the Aggressive Growth Portfolio of the Fund
would have affected benefits for a Certificate dated January 1, 1989 (the first
January 1 following the effective date for the Aggressive Growth Portfolio) if
that Certificate imposed the charges and had the other characteristics discussed
on pages 15 and 16. These examples assume that the net premium and related cash
values were in this investment division for the entire period.

AGGRESSIVE GROWTH
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

AGGRESSIVE GROWTH
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

21
<PAGE>

The following examples show how the hypothetical net return of the
investment division which invests in the International Stock Portfolio of the
Fund would have affected benefits for a Certificate dated January 1, 1992 (the
first January 1 following the effective date for the International Stock
Portfolio) if that Certificate imposed the charges and had the other
characteristics discussed on pages 15 and 16. These examples assume that the net
premium and related cash values were in this investment division for the entire
period.

INTERNATIONAL STOCK
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

INTERNATIONAL STOCK
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

BENEFIT AT FINAL DATE

If the covered person is living, MetLife will pay to the Owner the cash
value of the Certificate on the Final Date, reduced by any outstanding
indebtedness (see "Certificate Benefits--Cash Value," page 13). The Final Date
of a Certificate is the Certificate anniversary on which the covered person is
95 or later, if so requested by the owner and permitted by law (see "Federal Tax
Matters," page 40).

OPTIONAL INCOME PLANS

During the covered person's lifetime, the Owner may arrange for the cash
surrender value to be paid in a single sum, in an account that earns interest or
under one or more of the available optional income plans. For more specifics
regarding optional income plans, see the Appendix to Prospectus, page 84. These
choices are also available at the Final Date. If no election is made, MetLife
will place the amount in an account that earns interest. The payee will have
immediate access to all or any part of the account.

When the insurance proceeds are payable in a single sum, the beneficiary
may, within one year of the covered person's death, select one or more of the
optional income plans, if no payments have yet been made. If the insurance
proceeds become payable under an optional income plan and the beneficiary has
the right to withdraw the entire amount, the beneficiary may name and change
contingent beneficiaries.

OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more of the optional insurance
benefits described in the Appendix to Prospectus, page 84, may be included with
a Certificate by rider. The cost of any optional insurance benefits will be
deducted as part of the monthly deduction (see "Charges and Deductions--Monthly
Deduction From Cash Value," page 28). See the Appendix to Prospectus, page 84,
for a discussion of how certain riders affect the benefits and the exercise of
certain rights under the Certificate.

22
<PAGE>
PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A CERTIFICATE

Certificates will only be offered to eligible employees, and their spouses
when provided by the participating entity. Individuals wishing to purchase a
Certificate must complete an enrollment form which must be received in good
order by the Administrative Office before a Certificate will be issued or any
investment return will commence thereunder. A Certificate will not be issued
with a specified face amount less than the Minimum Specified Face Amount.
Acceptance is subject to MetLife's underwriting rules. MetLife reserves the
right to reject an enrollment for any reason permitted by law.

PREMIUMS

PAYMENT OF PREMIUMS. During the first two Certificate years in order to
keep the guaranteed death benefit in force, premium payments must be at least
equal to the minimum premium due. Otherwise, the Owner is not required to pay
minimum premium.

MOREOVER THE PAYMENT OF MINIMUM PREMIUMS WILL NOT GUARANTEE THAT THE
CERTIFICATE REMAINS IN FORCE AFTER THE FIRST TWO CERTIFICATE YEARS. Instead, the
duration of the Certificate after the first two Certificate years depends upon
the Certificate's cash surrender value, assuming the Group Policy remains in
force (see "Certificate Termination and Reinstatement While the Group Policy is
in Effect--Termination," page 26).

Premiums will be paid through payroll deduction, where provided by the
participating entity. A participating entity may remit payroll deductions to
MetLife as much as 30 days after the deduction is made. If there is no payroll
deduction available, an Owner may elect to pay the premium quarterly or
annually.

Subject to the minimum and maximum premium limitations described below, an
Owner may make unscheduled premium payments at any time in any amount. The
Certificate, therefore, provides the Owner with the flexibility to vary the
frequency and amount of premium payments to reflect changing financial
conditions.

During the first Group Policy year, the portion of the first premium payment
under each Certificate allocated to investment divisions of the Separate Account
will be allocated to the Money Market investment division from the Investment
Start Date until the Allocation Date as discussed in detail under "Allocation of
Net Premiums," page 24. Thereafter, the portion of a premium payment allocated
to the investment divisions of the Separate Account under such Certificates and
any portion of premium payments allocated to the investment divisions of the
Separate Account under Certificates issued after the first Group Policy year are
credited to the Separate Account as of the Date of Receipt of the premium
payment, together with any necessary allocation instructions in good order from
the participating entity. The portion of each premium payment under each
Certificate allocated to the Fixed Account is credited to the Fixed Account as
of the Date of Receipt.

PREMIUM LIMITATIONS. During the first two Certificate years, premium
payments by an Owner must at least equal the minimum premiums in order to keep
the guaranteed death benefit in effect. Otherwise, the Certificate will
terminate after a grace period commencing on a monthly anniversary when the cash
surrender value is insufficient to pay the monthly deduction on that date.

Except as described below, the total of all premiums paid, both planned and
unplanned, can never exceed the then current maximum premium limitation
determined by Internal Revenue Code rules relating to the definition of life
insurance. If at any time a premium is paid that would result in total premiums
exceeding the then current maximum premium limitations, MetLife will accept only
that portion of the premium that will make total premiums equal the limit. Any
part of the premium in excess of that amount will be refunded, and no further
premiums will be accepted until allowed by the maximum premium limitations.
These limitations will not apply to any premium that is required to be paid in
order to prevent the Certificate from terminating.

There may be cases where the total of all premiums paid could cause the
Certificate to be classified as a modified endowment contract (see "Federal Tax
Matters," page 40). The annual statement (see "Reports," page 44) sent to each
Owner will include information regarding the modified endowment contract status
of a Certificate. In cases where a Certificate is not an irrevocable modified
endowment contract, the annual statement will indicate what action the
Certificate owner can take to reverse the modified endowment contract status of
the Certificate.

23
<PAGE>
ALLOCATION OF PREMIUMS AND CASH VALUE

NET PREMIUMS. The net premium equals the premium paid less premium expense
charges (see "Charges and Deductions--Premium Expense Charges," page 27).

ALLOCATION OF NET PREMIUMS. In the enrollment form for a Certificate, the
Owner indicates the initial allocation of net premiums among the Fixed Account
and the investment divisions of the Separate Account. In some cases, the
participating entity retains the right to allocate the portion of any net
premiums it pays rather than the Owner pays among the Fixed Account and the
investment divisions of the Separate Account unless and until the covered person
retires, as determined by the participating entity (if the covered person is
employed by the participating entity), or the Certificate becomes portable. The
Certificate includes a description of the Owner's right to allocate net
premiums. The minimum percentage of each premium that may be allocated to the
Fixed Account or any investment division of the Separate Account is 10%.
Allocation percentages must be in whole numbers; for example, 33 1/3% may not be
chosen. The Owner may change the allocation of future net premiums without
charge at any time by providing MetLife with written notification at the
Administrative Office. The change will be effective as of the Date of Receipt of
the notice at the Administrative Office.

A newly-issued Certificate is credited with an investment return commencing
with the date the first premium for that Certificate is received, or, if later,
the Date of Certificate. With one exception, the investment return that
commences on this "Investment Start Date" is based on the allocation among the
Fixed Account and the investment divisions of the Separate Account selected by
the Owner (or, to the extent mentioned in the preceding paragraph, the
participating entity). The one exception is for Certificates that are issued
during the first year that the related Group Policy has been in effect. For
those Certificates, the initial premium payments allocated to the investment
divisions of the Separate Account will be allocated to and earn the investment
return applicable to the Money Market investment division during the 20 day
period of time from the Investment Start Date to the Allocation Date.
Thereafter, the investment return is based on the investment allocation selected
by the Owner or participating entity as mentioned above.

The Certificate's cash value in the investment divisions of the Separate
Account will vary with the investment experience of these investment divisions,
and the Owner bears this investment risk. Owners should periodically review
their allocations of net premiums and cash values in light of market conditions
and their overall financial planning requirements.

CASH VALUE TRANSFERS. Except as described below, on and after the
Allocation Date the Owner may transfer cash value among the Fixed Account and
investment divisions of the Separate Account. In some cases, the participating
entity may retain the right to transfer the portion of any cash value
attributable to net premiums it pays rather than the Owner pays among the Fixed
Account and the investment divisions of the Separate Account unless and until
the covered person retires, as determined by the participating entity (if the
covered person is employed by the participating entity) or the Owner's
Certificate becomes portable. In addition, in some cases, the maximum amount
that may be transferred from the Fixed Account in any Certificate year is the
greater of $200 or 25% of the largest amount in the Fixed Account over the last
four Certificate years, or, if the Certificate has been in effect for less than
that period, since the Certificate date. This limit does not apply to a full
surrender, to any loans taken or to any transfers made under a systematic
investment strategy (see "Systematic Investment Strategies," below). The
Certificate includes a description of the Owner's cash value transfer rights. At
the present time, there is no charge for transfers. MetLife reserves the right
in the future to assess a charge of up to $25 against each transfer.

A transfer must be made in either dollar amounts or a percentage in whole
numbers. The minimum amount that may be transferred is the lesser of $200 or the
total amount in an investment division or, if the transfer is from the Fixed
Account, the total amount in the Fixed Account. Transferring cash value from one
or more investment divisions and/or the Fixed Account into one or more other
investment divisions and/or the Fixed Account counts as one transfer. MetLife
will effectuate transfers and determine all values in connection with transfers
as of the Date of Receipt of written notice at the Administrative Office, except
in the limited circumstances described under "Other Certificate
Provisions--Payment Deferment," page 39, and "The Fixed Account--Death Benefit,
Transfer, Withdrawal, Surrender and Certificate Loan Rights," page 38.

24
<PAGE>
Transfers are not taxable transactions under current law. Transfer requests
must be in writing in a form acceptable to MetLife, or in another form of
communication acceptable to MetLife.

MetLife reserves the right, if permitted by state law, to allow Owners to
make transfer requests by telephone. If MetLife decides to permit this transfer
procedure, and an Owner elects to participate in the transfer procedure, the
following will apply: the Owner will authorize MetLife to act upon the telephone
instructions of any person purporting to be the Owner, assuming MetLife's
procedures have been followed, to make transfers both from amounts in the
Certificate's Fixed Account and in the Separate Account. MetLife will institute
reasonable procedures to confirm that any instructions communicated by telephone
are genuine. All telephone calls will be recorded, and the Owner will be asked
to produce the Owner's personalized data prior to MetLife initiating any
transfer requests by telephone. Additionally, as with other transactions, the
Owner will receive a written confirmation of any such transfer. Neither MetLife
nor the Separate Account will be liable for any loss, expense or cost arising
out of any requests that MetLife or the Separate Account reasonably believe to
be genuine. In the event that these transfer procedures are instituted and in
the further event that an Owner who has elected to use such procedures
encounters difficulty with them, such Owner should make the request to the
Administrative Office.

SYSTEMATIC INVESTMENT STRATEGIES. MetLife may permit the Owner to submit a
written authorization directing MetLife to make transfers on a continuing
periodic basis from one investment division to another or to the Fixed Account.
MetLife currently offers three such investment strategies: the "Equity
Generator," the "Equalizer" and the "Allocator." Both the "Equity Generator" and
the "Allocator" may be elected at any time. The "Equalizer" may be elected only
on a Certificate anniversary. Only one of these systematic investment strategies
may be in effect at any one time. The Owner may submit a written request
directing MetLife to cancel a systematic investment strategy at any time.

Under the "Equity Generator," Owners may have the interest earned on amounts
in the Fixed Account transferred to the Stock Index investment division. Any
such transfer from the Fixed Account to the Stock Index investment division will
be made at the beginning of each Certificate month following the Certificate
month in which the interest is earned. The transfer will only be made for a
month during which at least $20.00 in interest is earned. Amounts earned during
a month in which less than $20.00 in interest is earned will remain in the Fixed
Account.

Under the "Equalizer," at the beginning of each Certificate month, a
transfer is made from the Stock Index investment division to the Fixed Account
or from the Fixed Account to the Stock Index investment division in order to
make the Fixed Account and Stock Index investment division equal in value. While
the "Equalizer" is in effect, any cash value transfer out of the Stock Index
investment division that is not part of this systematic investment strategy will
automatically terminate the "Equalizer" election. The Owner may then reelect the
"Equalizer" commencing on the next Certificate anniversary.

Under the "Allocator," at the beginning of each Certificate month, an amount
designated by the Owner is transferred from the Money Market investment division
to the Fixed Account and/or any investment division(s) specified by the Owner.
The Owner may choose to do this in one of the following three ways: (1)
designating an amount to be transferred from the Money Market investment
division each month until amounts in that investment division are exhausted; (2)
designating an amount to be transferred from the Money Market investment
division for a certain number of months; or (3) designating a total amount to be
transferred from the Money Market investment division in equal monthly
installments over a certain number of months. The Owner's designations must
allow the "Allocator" to remain in effect for at least three months.

TERMINATION OF PARTICIPATING ENTITY PARTICIPATION IN THE GROUP POLICY

25
<PAGE>

deduction and that no new Certificates will be issued under the participating
entity's group. Owners of portable Certificates as defined in the Certificate as
of the Certificate monthly anniversary next following the termination of the
participating entity's participation in the Group Policy and Owners who
exercised the paid up Certificate provision as of a date not later than the last
Certificate monthly anniversary immediately prior to notice of termination being
sent to Owners will remain Owners of the Certificates.

EFFECT OF TERMINATION OF GROUP POLICY PARTICIPATION ON OWNERS

A Termination by the participating entity or MetLife of the participating
entity's participation in the Group Policy will not affect Owners whose
Certificates have become portable or who have exercised their paid-up
Certificate option by the dates specified in the preceding paragraph. For all
other Owners, subject to the surrender charge waivers discussed in the first
paragraph below, the following applies: If the participating entity replaces the
Group Policy with another life insurance product that accumulates cash value,
Certificates will be terminated and cash surrender values of each Owner will be
transferred to the other life insurance product. If the Owner does not elect to
be covered under the new product or if the new product does not provide coverage
for the Owner, the Certificate's cash surrender value will be transferred to the
Owner. If the participating entity replaces the Group Policy with a life
insurance product that does not accumulate cash value, Certificates will be
terminated and Owners will receive their cash surrender value. In this case and
in any other case where Owners receive their cash surrender value, Owners may
purchase an annuity product from MetLife instead. If the Owner transfers the
Certificate's cash value to such an annuity, no surrender charge will be
assessed on the transfer. If the participating entity does not replace the Group
Policy with another life insurance product, then, depending on the terms of the
Certificate, Owners may have the option of electing to become Owners of portable
Certificates or Owners of paid-up Certificates, or Owners may have the option of
electing the standard conversion rights set forth in the Certificate or
receiving the cash surrender value of their Certificates. If an Owner becomes
the Owner of a portable Certificate, the current cost of insurance may change
but will never be higher than the guaranteed cost of insurance. If an Owner
elects the standard conversion rights, insurance provided will be substantially
less (and in some cases nominal) than the insurance provided under the
Certificate. The Owner will receive any cash surrender value not used to
purchase such standard conversion right. In addition, a transaction charge of up
to $25 may apply and surrender charges may apply if the participating entity
terminates its participation in the Group Policy.

Where the cash surrender value of a Certificate is paid out to the Owner or
transferred to another life insurance company, as described in the preceding
paragraph following termination of the participating entity's participation in
the Group Policy, special surrender charge waivers will apply. If participation
has been terminated by MetLife, no surrender charge will be imposed on any such
payouts or transfers. If participation has been terminated by the participating
entity, no surrender charge will be imposed on such payouts or transfers if more
than 5 Group Policy years have elapsed since the Date of Group Policy. See
"Charges and Deductions--Surrender Charges," page 30.

CERTIFICATE TERMINATION AND REINSTATEMENT WHILE THE GROUP POLICY IS IN EFFECT

TERMINATION. If, during the first two Certificate years, the cash surrender
value on any monthly anniversary is insufficient to cover the monthly deduction
and the total premiums paid as of such monthly anniversary are not equal to the
minimum premiums required as of that date, MetLife will notify the Owner and any
assignee of record of that difference. Also, if, after the first two Certificate
years, the cash surrender value on any monthly anniversary is insufficient to
cover the monthly deduction, MetLife will notify the Owner and any assignee of
record of that shortfall. In either case, the Owner will then have a grace
period of the greater of 61 days, measured from the Certificate monthly
anniversary, or 30 days after the date notice is mailed, to make sufficient
payment. In the first two Certificate years, the minimum necessary premium
payment will be an amount equal to the difference between the total premiums
previously paid and the minimum premiums. Failure to make a sufficient payment
within the grace period will result in termination of the Certificate without
any cash surrender value. If the covered person dies during the grace period,
the insurance proceeds will still be payable, but any accrued and unpaid monthly
deductions will be deducted from the proceeds.

26
<PAGE>

on Owners", page 26), a terminated Certificate may be reinstated any time within
3 years (or longer where required by state law) after the end of the grace
period and before the Final Date by submitting the following items to MetLife:
(1) a written request for reinstatement; (2) evidence of insurability
satisfactory to MetLife; and (3) a premium that, after the deduction of the
premium expense charges (see "Charges and Deductions-- Premium Expense Charges,"
page 27), is large enough to cover: (a) the monthly deductions for at least the
two Certificate months commencing with the effective date of reinstatement; (b)
any portion of the surrender charge which was not paid at termination because
the cash value at termination was insufficient to pay such portion of the
charge; and (c) interest at the rate of 6% per year on the amount set forth in
(b) from the commencement of the grace period to the date of reinstatement.
MetLife reserves the right to waive the interest due set forth in (c) above.

Notwithstanding the above, at the present time, with respect to the
reinstatement of a Certificate that is terminated during the first two
Certificate years, MetLife will accept as the premium required for reinstatement
the lesser of the amount as defined in the immediately preceding paragraph and
the following: the excess of the sum of (a) the monthly deductions for at least
the two Certificate months commencing with the effective date of reinstatement;
and (b) the total of the minimum premiums that would have been payable under the
Certificate from the date of the Certificate until the effective date of
reinstatement had no termination occurred, over the sum of all premiums paid by
the Owner to the effective date of the termination before any charges or
deductions were applied. MetLife offers this alternative calculation of the
premium required for reinstatement at present but reserves the right to modify
or rescind this offer at its sole discretion.

Indebtedness on the date of termination will be cancelled and need not be
repaid and will not be reinstated. The amount of cash surrender value on the
date of reinstatement will be determined in the manner set forth in the
Certificate.

The date of reinstatement will be the date of approval of the request for
reinstatement. The terms of the original Certificate, including the insurance
rates provided therein, will apply to the reinstated Certificate. However, a
Certificate which was terminated and reinstated during the first two Certificate
years will be subject to termination after a grace period when the cash
surrender value is insufficient to pay a monthly deduction even if all minimum
premiums required to be paid during the first two Certificate years have been
paid. A reinstated Certificate is subject to a new two year period of
contestability (see "Other Certificate Provisions-- Incontestability," page 39).

CHARGES AND DEDUCTIONS

PREMIUM EXPENSE CHARGES

SALES LOAD. A charge (which may be deemed to be a sales load as defined in
the 1940 Act) may be deducted from each premium payment received by MetLife as
described below. A charge of up to 3% of premiums paid may be deducted from all
premium payments. There may also be a charge (which may be deemed to be a sales
load) upon the surrender of a Certificate during the first 5 Certificate years
(see "Surrender Charge," page 30). These charges can vary depending upon the
Group Policy under which an Owner's Certificate is issued. The Certificate
describes the charges applicable to each Owner.

The amount of any sales load (whether from either the premium expense charge
or upon surrender of the Certificate) in any Certificate year cannot be
specifically related to actual sales expenses for that year, which may include
sales commissions as well as costs of prospectuses, other sales material and
advertising. To the extent that sales expenses are not recovered from the
charges for sales load, such expenses will be recovered from other sources,
including any excess accumulated charges for mortality and expense risks under
the Certificate, any other gains attributable to operations with respect to the
Certificate and MetLife's general assets and surplus. MetLife does not
anticipate that all its total sales expenses will be recovered from the sales
charges.

27
<PAGE>

treatment of deferred acquisition costs of MetLife that is determined by the
amount of premiums received in connection with the Certificate. MetLife
represents that this charge is reasonable in relation to MetLife's increased
federal income tax burden under the Internal Revenue Code resulting from receipt
of premiums. An additional charge is made for state premium taxes. Premium taxes
vary from state to state, and may be zero in some cases. One rate will be
charged for each group. The initial charge for each group will be an estimate of
anticipated taxes to be incurred on behalf of each Group Policy during the first
Group Policy year. For each Group Policy year after the first Group Policy year,
the state premium tax charge will be based on anticipated taxes taking into
account actual state and local premium taxes incurred on behalf of each Group
Policy in the prior year and known factors affecting the coming year's taxes.
This charge may vary based on changes in the law or changes in residences of the
Owners. This charge may vary from 0 to 5% of premium. MetLife will waive this
charge for Internal Revenue Code section 1035 exchanges from another MetLife
policy to this Certificate. MetLife does not anticipate making a profit on this
charge.

TRANSFER CHARGE
At the present time, no charge will be assessed against the cash value of a
Certificate when amounts are transferred among the investment divisions of the
Separate Account and between the investment divisions and the Fixed Account.
MetLife reserves the right in the future to assess a charge of up to $25 against
each transfer. If made, the charge would be allocated among the Fixed Account
and each investment division of the Separate Account on a Pro Rata Basis.

MONTHLY DEDUCTION FROM CASH VALUE
The monthly deduction from cash value includes the cost of insurance charge,
the charge for optional insurance benefits added by rider (see "Certificate
Benefits--Optional Insurance Benefits," page 22), and the administration
charges. The cost of insurance charge, and the administration charges are
discussed separately in the paragraphs that follow. The charges that comprise
the monthly deduction can vary depending upon the Group Policy under which an
Owner's Certificate is issued. The Certificate describes the charges applicable
to each Owner.

The monthly deduction accrues on each monthly anniversary commencing with
the Date of Certificate; however, the actual deduction may be made up to 45 days
after each such monthly anniversary. It will be allocated among the Fixed
Account and each investment division on the Separate Account on a Pro Rata
Basis. See "Payment and Allocation of Premiums--Issuance of a Certificate," page
22, regarding when insurance coverage starts under a newly issued Certificate.

COST OF INSURANCE. Because the cost of insurance depends upon a number of
variables, it can vary from month to month. MetLife will determine the monthly
cost of insurance charge by multiplying the applicable cost of insurance rate or
rates by the insurance amount for each Certificate month. The insurance amount
for a Certificate month is (a) the death benefit at the beginning of the
Certificate month, less (b) the cash value at the beginning of the Certificate
month.

The insurance amount will be affected by changes in the specified face
amount of the Certificate (see "Certificate Benefits--Death Benefits," page 12).
The insurance amount and therefore the cost of insurance will be greater if the
specified face is increased. If the minimum death benefit is in effect (see
"Death Benefit-- Minimum Death Benefit," page 12), then the cost of insurance
will vary directly with the cash value.

The cost of insurance charge will be deducted as part of a monthly combined
charge consisting of the cost of insurance charge and a component of the charge
for administration (see "Administration Charge" below).

28
<PAGE>

a medical or paramedical examination, and may provide coverage to groups that
present substandard risk characteristics according to underwriting criteria. The
current cost of insurance rates for most groups are lower than 100% of the 1980
CSO Table. Any change in the cost of insurance rates will apply to all persons
of the same insuring age, rate class and group. MetLife reviews its cost of
insurance rates annually and adjusts the rates from time to time based on
several factors including the number of Certificates in force for each group,
the number of Certificates in the group surrendered or becoming portable during
the period and the actual experience of the group.

RATE CLASS. The rate class of a covered person affects the cost of
insurance rate. MetLife and the participating entity will agree to the number of
classes and characteristics of each class. The classes may vary by smokers and
nonsmokers, active and retired status, Owners of portable Certificates and other
Owners, and/or any other nondiscriminatory classes agreed to by the
participating entity. Where smoker and non-smoker divisions are provided, a
covered person who is in the nonsmoker division of a rate class will have a
lower cost of insurance than a covered person in the smoker division of the same
rate class, even if each covered person has an identical Certificate.

ADMINISTRATION CHARGE. The monthly administration charge is comprised of
two components. The first component of the administration charge is a charge
that is deducted as part of the monthly combined charge (the other part of the
monthly combined charge is the cost of insurance, as described above). This
component will never exceed 50% of the monthly combined charge. Since this
component of the monthly administration charge will be related to the insurance
amount of the Certificate, any change in the specified face amount of a
Certificate may result in a change in this component of the monthly
administration charge. The second component of the administration charge is a
charge which may be up to $3.00 per Certificate per month as specified in the
Certificate. The Certificate will describe the administration charge applicable
to each Owner.

This charge will be used to compensate MetLife for expenses incurred in the
administration of the Certificate as a group variable universal life
certificate. These expenses include the cost of processing enrollments,
determining insurability, and establishing and maintaining Certificate records.
Differences in the administration charge rates applicable to different Group
Policies will be determined by MetLife based on expected differences in the
administrative costs under the Certificates or in the amount of revenues that
MetLife expects to derive from the charge. Such differences may result, for
example, from features under each Group Policy that are agreed to by MetLife and
the participating entity; the extent to which certain administrative functions
in connection with the Group Policy are to be performed by MetLife or by the
participating entity; and the expected average Certificate size. No profit is
expected to be derived from the aggregate of these administration charges.

CHARGES AGAINST THE SEPARATE ACCOUNT

CHARGE FOR MORTALITY AND EXPENSE RISKS. A daily charge is made against the
Separate Account for mortality and expense risks assumed by MetLife. The amount
of the charge is equivalent to an effective annual rate of at least .45% and is
guaranteed not to exceed an effective annual rate of .90% of the average daily
value of the assets in the Separate Account which are attributable to the
Policies. MetLife reserves the right, if permitted by applicable law, to change
the structure of mortality and expense risk charge so that it is charged on a
monthly basis as a percentage of cash value attributable to the separate account
or so that it is charged as a component of the monthly combined charge.

The mortality risk assumed is that covered persons may live for a shorter
period of time than estimated and, thus, a greater amount of death benefits than
expected will be payable. The expense risk assumed is that expenses incurred in
issuing and administering the Certificates will be greater than estimated.
MetLife will realize a gain if the charges prove ultimately to be more than
sufficient to cover its actual costs of such mortality and expense commitments.
If the charges are not sufficient, the loss will fall on MetLife. If its
estimates of future mortality and expense experience are accurate, MetLife
anticipates that it will realize a profit from the mortality and expense risk
charge; however if such estimates are inaccurate, MetLife could incur a loss.

29
<PAGE>

Differences in the mortality and expense risk charge rates applicable to
different Group Policies will be determined by MetLife based on differences in
the levels of mortality and expense risks under those Policies. Differences in
mortality and expense risk arise principally from the fact that (a) the factors
discussed above under "Monthly Deduction From Cash Value" on page 27 on which
the cost of insurance and administration charges are based are more uncertain in
some cases than in others and (b) MetLife's ability to recover any unexpected
mortality and administrative expense costs from the cost of insurance and
administration charges also will vary from case to case, depending on the
maximum rates for such charges agreed upon by MetLife and the participating
entity. MetLife will determine cost of insurance, administration, and mortality
and expense risk charge rates pursuant to its established actuarial procedures,
and in doing so MetLife will not discriminate unreasonably or unfairly against
the Owners of Certificates under any Group Policy.

CHARGE FOR INCOME TAXES. Currently, no charge is made against the Separate
Account for income taxes. However, MetLife may decide to make such a charge in
the future (see "Federal Tax Matters", page 40).

SURRENDER CHARGES

A sales charge may be deducted in the form of a surrender charge from the
cash value if the Certificate is surrendered or terminated after a grace period
during up to the first 5 Certificate years after issue. A sales charge will also
be deducted upon surrender or termination of a Certificate during up to the
first 5 years after an increase in the specified face amount (other than an
automatic increase). The surrender charge will be no higher than the surrender
charge cap set forth the Certificate, or in the case of a specified face amount
increase, that portion of the surrender charge cap attributable to the increase.
In some cases, beginning no later than the 2nd Certificate year (or the 2nd year
after any increase in specified face amount), this surrender charge cap will
decrease as set forth in the Certificate. In other cases, the surrender charge
will remain level through up to the fifth Certificate year (or the fifth year
after the applicable specified face amount increase). In both cases the
surrender charge becomes zero no later than Certificate year 6 (or 6 years after
the last applicable specified face amount increase). The surrender charge cap as
of the Date of Certificate as well as the surrender charge structure will be
specified in the Certificate.

The surrender charge cap referred to in the preceding paragraph is designed
to meet certain applicable limitations under state insurance law. These
limitations are imposed by means of mathematical formulas that result in
maximums that vary based on the circumstances of individual Owners, making it
impractical to set forth such maximums here. Moreover, the Certificates
associated with a particular group are deemed to constitute a separate class or
series that, as a result of negotiations between MetLife and the participating
entity, may provide for a surrender charge cap that is lower, or decreases more
rapidly, than required by the state insurance law limitations referred to above.
The surrender charge cap applicable to all Certificates in a Group will be
determined pursuant to rules applied uniformly to that Group, based on such
factors as the Owner's Age at Certificate issue, the Owner's Age at any increase
in specified face amount as well as the specified face amount or any increase
therein. All variations in the surrender charge caps will be made pursuant to
MetLife's established actuarial procedures, which will not discriminate
unreasonably or unfairly against the Owners of Certificates under any Group
Policy.

Subject to the cap, the surrender charge during up to the first 5
Certificate years may be up to 26.65% of applicable premiums paid up to one
Guideline Annual Premium, plus up to 5.65% of all additional applicable
premiums. Subject to the cap attributable to the increase, the additional
surrender charge imposed during up to 5 years after a non-automatic increase in
specified face amount may be up to 26.65% of premium payments attributable to
the increase up to one Guideline Annual Premium for the increase, plus up to
5.65% of premium payments attributable to the increase that are in excess of
that amount. For these purposes, a portion of each premium payment made after
any non-automatic increase in specified face amount will be deemed to be
attributable to the increase. That portion will bear the same ratio to the total
premium payment as the Guideline Annual Premium for the specified face amount
increase bears to the Guideline Annual Premium for the entire Certificate.

A reduction in specified face amount, will be subject to the surrender
charge described above. Reductions in specified face amount will be applied
against the most recent increases (including automatic increases) in specified
face amount successively, and then to the specified face amount on the Date of

30
<PAGE>

Certificate. Any applicable surrender charges will be assessed to each segment
surrendered in the order relinquished. For any segment that is surrendered in
full, the full surrender charge, if any, for that segment will be assessed. Any
surrender charge for the surrender of a fraction of a segment will be assessed
in proportion of the amount surrendered to the total segment and any related
surrender charge cap will be proportionately reduced.

A sales charge may also be deducted in the form of a surrender charge from
the cash value if the Certificate is terminated because the Group Policy is
terminated by the participating entity during up to the first 5 Group Policy
years. The surrender charge is the same as that imposed on surrender of a
Certificate when participation in the Group Policy is not being terminated;
however, its elimination after not more than 5 years will be based on the number
of years the Group Policy is in force, rather than the number of years the
Certificate is in force or the number of years since an increase in specified
face amount. The effect of this is that any surrender charge applicable upon
termination of a Certificate because of the participating entity's termination
of the Group Policy will not exceed, but may be less than, any surrender charge
that would otherwise be payable upon a surrender of the Certificate at that
time.

For example, an Owner who is 40 years old purchases a Certificate with a
specified face amount of $100,000, with a corresponding minimum premium of $175
per month. The surrender charge cap for the entire initial specified face amount
is assumed to be $1,283 during Certificate year 4. Based on these assumptions
the guideline annual premium is $6,983. Assuming the premiums paid to the end of
Certificate year 4 are $8,400, the surrender charge would be $1,966.03 [26.65% X
$6,983 + 5.65% X ($8,400 - $6,983), plus $25 transaction charge]. The resulting
surrender charge would then be compared to the surrender charge cap, which would
be calculated as $12.83 per each $1,000 of specified face amount, or $1,283. The
lesser of the two amounts applies, i.e., $1,283.

No surrender charges are assessed against specified face amount automatic
increases or loans, but the amount of the applicable surrender charge which
would be deducted upon termination of a Certificate reduces the amount of cash
value which may be withdrawn or borrowed.

GUARANTEE OF CERTAIN CHARGES

MetLife guarantees, and may not increase the rates specified in the
Certificate for the following charges: the sales charges deducted from premiums;
the surrender charge; the charge for the estimated cost of Federal income tax
treatment of deferred acquisition costs, apart from any change in the law; the
maximum transfer charge; the maximum cost of insurance charge; the maximum
administration charge; and the maximum charge for mortality and expense risks
with respect to the Certificates.

OTHER CHARGES

Fund Investment Management Fee and Expenses. Shares of the Fund are
purchased for the Separate Account at their net asset value, which reflects Fund
fees and expenses as described more fully under "What are Separate Account UL,
the Fixed Account and the Metropolitan Series Fund?", page 5 and in the attached
prospectus for the Fund.

ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUES, CASH SURRENDER VALUES
AND ACCUMULATED PREMIUMS

The tables on pages 33 and 34 illustrate the way in which a Certificate's
death benefit, cash value and cash surrender value could vary over an extended
period of time assuming that all premiums are allocated to and remain in the
Separate Account for the entire period shown and hypothetical gross investment
rates of return for the Fund (i.e., investment income and capital gains and
losses, realized or unrealized) equivalent to constant gross (after tax) annual
rates of 0%, 6% and 12%. The tables are based on the payment of monthly premiums
(see "Premiums--Premium Limitations," page 23), for a specified face amount of
$100,000 for an individual who is age 40.

The guaranteed illustrations assume: (1) that the covered person is in a
risk class that has maximum guaranteed cost of insurance charges equal to 100%
of the maximum rates that could be charged based on

31
<PAGE>

the 1980 CSO Table; (2) a $3.00 per Certificate per month administration charge,
plus a charge for administration included as part of the monthly combined charge
equal to the same amount charged for the cost of insurance described in (1)
above; (3) a .35% DAC tax charge; (4) a 2.5% premium tax rate; (5) a 3% front
end sales load; (6) a surrender charge cap equal to $30.17 per thousand dollars
of specified face amount in Certificate Year 1; $24.62 per thousand dollars of
specified face amount in Certificate Year 2; $18.85 per thousand dollars of
specified face amount in Certificate Year 3; $12.83 per thousand dollars of
specified face amount in Certificate Year 4; $6.55 per thousand dollars of
specified face amount in Certificate Year 5; and $0 in Certificate Year 6 and
thereafter; (7) a daily charge against the Separate Account for mortality and
expense risks equivalent to an effective annual rate of .90% of the average
daily value of the assets in the Separate Account attributable to the
Certificates; and (8) a surrender transaction charge of $25.

The current illustrations assume: (1) that the covered person is in a rate
class that does not distinguish between smokers and nonsmokers and has current
standardized cost of insurance charges equal to Table 1 under Section 79 of the
Internal Revenue Code. Comparable illustrations for a covered person in
MetLife's standard smoker underwriting risk classification or in a substandard
risk classification would show lower cash values and cash surrender values and,
therefore, a lower death benefit. Conversely, comparable illustrations for a
covered person in MetLife's standard nonsmoker underwriting risk classification
would show higher cash values and cash surrender values and, therefore, a higher
death benefit; (2) a $1.50 per Certificate per month administration charge plus
a charge for administration included as part of the monthly combined charge
equal 20% of the amount charged for the cost of insurance described in (1)
above; (3) a .35% DAC tax charge; (4) a 2.5% premium tax rate; (5) a 0% front
end sales load; (6) a surrender charge cap equal to $30.17 per thousand dollars
of specified face amount in Certificate Year 1; $24.62 per thousand dollars of
specified face amount in Certificate Year 2; $18.85 per thousand dollars of
specified face amount in Certificate Year 3; $12.83 per thousand dollars of
specified face amount in Certificate Year 4; $6.55 per thousand dollars of
specified face amount in Certificate Year 5; and $0 in Certificate Year 6 and
thereafter; (7) a daily charge against the Separate Account for mortality and
expense risks equivalent to an effective annual rate of .45% of the average
daily value of the assets in the Separate Account attributable to the
Certificates; and (8) no surrender transaction charge.

The differences between the cash values and the cash surrender values in the
first five years are the surrender charges.

The amounts shown for the death benefits, cash values and cash surrender
values also take into account the daily charge to the Fund for investment
management services equivalent to an annual rate of .392857% of the average
daily value of the aggregate net assets of the Fund (an average of the rates for
the seven available portfolios of the Fund) and .1242861% for direct fund
expenses. Taking account of the charges for investment management services and
other Fund expenses, the gross annual investment rates of return of 0%, 6% and
12% correspond to actual (or net) annual rates of: -.96%, 4.98% and 10.92%,
respectively. With the guaranteed charges, the gross annual investment rates of
return of 0%, 6% and 12% correspond to actual (or net) annual rates of: -1.41%,
4.50% and 10.42%, respectively.

Columns on page 33 are based on the guaranteed maximum charge rates under a
hypothetical representative Standard Group Policy; columns on page 34 are based
on the current charge rates that would be representative of such a Group Policy
(see "Monthly Deduction From Cash Value--Cost of Insurance Rate," page 28). The
actual maximum current charge rates can be expected to vary from one Group
Policy to another.

The second column of the tables shows the amount which would accumulate if
an amount equal to the annual planned premium were invested to earn interest,
after taxes, at 5% compounded annually.

Upon request, MetLife will furnish an illustration reflecting the proposed
covered person's age, Certificate charges, the specified face amount or premium
amount requested, frequency of premium payments, and any available rider
requested.

32
<PAGE>

GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE(1)
ISSUE AGE 40
SPECIFIED FACE AMOUNT: $100,000
GUARANTEED CHARGES

6.................. 14,668 6,657 8,042 9,703 6,657 8,042 9,703 106,657 108,042
7.................. 17,558 7,473 9,344 11,683 7,473 9,344 11,683 107,473 109,344
8.................. 20,592 8,196 10,620 13,781 8,196 10,620 13,781 108,196 110,620
9.................. 23,778 8,822 11,863 16,006 8,822 11,863 16,006 108,822 111,863
10................. 27,124 9,341 13,062 18,358 9,341 13,062 18,358 109,341 113,062

15................. 46,533 9,920 17,795 31,995 9,920 17,795 31,995 109,920 117,795

20................. 71,305 5,920 18,469 48,371 5,920 18,469 48,371 105,920 118,469

25................. 102,921 0(3) 11,298 66,065 0(3) 11,298 66,065 0(3) 111,298

30................. 143,272 0(3) 0(3) 80,174 0(3) 0(3) 80,174 0(3) 0(3)

END OF
CERTIFICATE
YEAR 12%
-------------------- --------
<S> <C>
1.................. $101,384
2.................. 102,855
3.................. 104,418
4.................. 106,077
5.................. 107,837
6.................. 109,703
7.................. 111,683
8.................. 113,781
9.................. 116,006
10................. 118,358
15................. 131,995
20................. 148,371
25................. 166,065
30................. 180,174
<FN>
------------
(1) Assumes monthly payments of $175 paid at the beginning of each Certificate
month. The values would vary from those shown if the amount or frequency of
payments varies.

(2) Assumes no loan or partial withdrawal has been made. Excessive loans or
withdrawals, adverse investment performance or insufficient premium
payments may cause the Certificate to terminate because of insufficient
cash value.

(3) Zero value in cash value, cash surrender value and death benefit indicate
termination of insurance coverage in the absence of a sufficient additional
premium payment; see "Payment and Allocation of Premiums--Termination," on
page 26 for further details.
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND DIFFERENT RATES OF
RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER
VALUE FOR A CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL CERTIFICATE YEARS OR IF
ANY PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METLIFE OR THE FUND THAT THESE HYPOTHETICAL RATES
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

33
<PAGE>

GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE(1)
ISSUE AGE 40
SPECIFIED FACE AMOUNT: $100,000
CURRENT CHARGES

<TABLE>
<CAPTION>
TOTAL CASH
TOTAL CASH VALUE(2) SURRENDER VALUE(2) TOTAL DEATH BENEFIT(2)
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF AT 5% RATES OF RETURN OF RATES OF RETURN OF RATES OF RETURN OF
CERTIFICATE INTEREST -------------------------- -------------------------- --------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
--------------------------------- ----------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1............................... $ 2,156 $ 1,768 $ 1,825 $ 1,881 $ 1,208 $ 1,265 $ 1,321 $101,768 $101,825 $101,881
2............................... 4,421 3,519 3,741 3,967 2,400 2,621 2,848 103,519 103,741 103,967
3............................... 6,798 5,253 5,752 6,281 3,574 4,073 4,602 105,253 105,752 106,281
4............................... 9,295 6,970 7,863 8,848 5,687 6,580 7,565 106,970 107,863 108,848
5............................... 11,916 8,671 10,079 11,695 8,016 9,424 11,040 108,671 110,079 111,695
6............................... 14,668 10,184 12,228 14,669 10,184 12,228 14,669 110,184 112,228 114,669
7............................... 17,558 11,682 14,485 17,969 11,682 14,485 17,969 111,682 114,485 117,969
8............................... 20,592 13,165 16,853 21,629 13,165 16,853 21,629 113,165 116,853 121,629
9............................... 23,778 14,634 19,339 25,689 14,634 19,339 25,689 114,634 119,339 125,689
10.............................. 27,124 16,089 21,949 30,192 16,089 21,949 30,192 116,089 121,949 130,192
15.............................. 46,533 21,821 35,531 59,448 21,821 35,531 59,448 121,821 135,531 159,448
20.............................. 71,305 25,385 50,641 106,010 25,385 50,641 106,010 125,385 150,641 206,010
25.............................. 102,921 25,830 66,476 180,205 25,830 66,476 180,205 125,830 166,476 280,205
30.............................. 143,272 19,720 79,069 295,963 19,720 79,069 295,963 119,720 179,069 395,963
<FN>
------------
(1) Assumes monthly payments of $175 paid at the beginning of each Certificate
month. The values would vary from those shown if the amount or frequency of
payments varies.

34
<PAGE>
CERTIFICATE RIGHTS

LOAN PRIVILEGES

CERTIFICATE LOAN. At any time, the Owner may borrow money from MetLife
using the Certificate as the only security for the loan. Certificates under some
Group Policies may be subject to a transaction charge of up to $25 for each
loan. The smallest amount the Owner can borrow at any one time is $200. The
maximum amount that may be borrowed at any time is the loan value. The loan
value equals 75% (or higher where required by state law) of the cash surrender
value. For situations where a Certificate loan may be treated as a taxable
distribution, see "Federal Tax Matters," page 40.

ALLOCATION OF CERTIFICATE LOAN. MetLife will allocate a Certificate loan
among the Fixed Account and the investment divisions of the Separate Account on
a Pro Rata Basis.

INTEREST. Interest charges can vary depending upon the Group Policy under
which an Owner's Certificate is issued. The Certificate describes the interest
charges applicable to each Owner. The interest charged on a Certificate loan
accrues daily. The interest rate may be up to 8% per year. The Certificate
specifies the current interest rate applicable to each Owner. Interest payments
are due at the beginning of each Certificate year. If unpaid within 31 days
after it is due, interest will be treated as a new loan subject to the interest
rates applicable at that time and an amount equal to such interest due will be
transferred from the Fixed Account and the investment divisions of the Separate
Account on a Pro Rata Basis to the Loan Account.

For individuals, interest paid to MetLife in connection with Certificate
loans used for consumer purposes is not deductible. In the case of life
insurance policies owned by a business taxpayer covering the life of an
individual who is an officer or employee, or is financially interested in the
taxpayer's trade or business, the interest paid on the Certificate loan is not
deductible to the extent that the aggregate indebtedness, under all the
certificates and policies covering such person, exceeds $50,000. Counsel and
other competent advisors should be consulted with respect to the deductibility
of loan interest by businesses for income tax purposes. See "Federal Tax
Matters," page 40.

EFFECT OF A CERTIFICATE LOAN. As of the Date of Receipt of the loan
request, cash value equal to the portion of the Certificate loan allocated to
the Fixed Account and to each investment division will be transferred from the
Fixed Account and/or such investment divisions to the Certificate Loan Account,
reducing the Certificate's cash value in the accounts from which the transfer
was made. The transfer will be allocated among the Fixed Account and investment
divisions of the Separate Account on a Pro Rata Basis (see "Charges and
Deductions--Monthly Deduction from Cash Value," page 28).

Cash value in the Loan Account equal to indebtedness will be credited with
interest at a rate equal to the rate of loan interest charged less a percentage
charge, determined by MetLife. This charge may be up to 2%. Thus, the interest
rate credited may be up to 8%. The Certificate indicates the current charge
applicable to each Owner and the current interest rate credited to the amounts
in the Loan Account. The minimum rate credited to the Loan Account will be 4%
per year. NO ADDITIONAL INTEREST WILL BE CREDITED TO THE CASH VALUE IN THE LOAN
ACCOUNT, NOR WILL THE CASH VALUE IN THE LOAN ACCOUNT PARTICIPATE IN ANY
INVESTMENT EXPERIENCE APPLICABLE TO THE SEPARATE ACCOUNT.

The Certificate's cash value in the Loan Account will be the outstanding
indebtedness on the valuation date plus any interest credited to the Loan
Account which has not yet been allocated to the Fixed Account or the investment
divisions of the Separate Account as of the Valuation Date. Interest credited to
amounts in the Loan Account will be allocated at least once a year among the
Fixed Account and the investment divisions of the Separate Account in the same
proportion as the net premiums are then being allocated.

35
<PAGE>
mailed, the Certificate will terminate without value. The Certificate may,
however, later be reinstated, subject to certain conditions (see "Certificate
Termination and Reinstatement While the Group Policy is in Effect," page 26).

REPAYMENT OF INDEBTEDNESS. Indebtedness may be repaid any time before the
Final Date while the covered person is living. If not repaid, MetLife will
deduct indebtedness from any amount payable under the Certificate. As of the
Date of Receipt of the repayment, the Certificate's cash value in the
Certificate Loan Account securing indebtedness will be allocated among the Fixed
Account and the investment divisions of the Separate Account in the same
proportion that net premiums are being allocated to those accounts at the time
of repayment. The owner should designate whether a payment is intended as a loan
repayment or a premium payment. Any payment for which no designation is made
will be treated as a premium payment.

SURRENDER AND WITHDRAWAL PRIVILEGES

Subject to the limitations set forth below, at any time before the earlier
of the death of the covered person and the Final Date, the Owner may make a
partial withdrawal or totally surrender the Certificate by sending a written
request to Administrative Office. The maximum amount available for surrenders or
withdrawal is the cash surrender value on the Date of Receipt of the request.
Certificates under some Group Policies may be subject to a transaction charge of
up to $25 (or, if less, 2% of the amount withdrawn) for each surrender,
withdrawal or partial withdrawal. This charge would be to defray MetLife's costs
in effecting the transaction and it would not be designed to yield any profit to
MetLife. No transaction charge will apply to the termination of a Certificate
due to the termination of the Group Policy by either the participating entity or
MetLife. See "Charges and Deductions--Surrender Charge," page 30 for a
discussion of other surrender charges. For any tax consequences in connection
with a partial withdrawal or surrender, see "Federal Tax Matters," page 40.

SURRENDERS. The Owner may surrender the Certificate for its cash surrender
value. If the Certificate is being surrendered, MetLife may require that the
Certificate itself be returned along with the request. An Owner may elect to
have the proceeds paid in a single sum. If the covered person dies after the
surrender of the Certificate and payment to the Owner of the cash surrender
value but before the end of the Certificate month in which the surrender
occurred, a death benefit will be payable to the beneficiary in an amount equal
to the difference between the Certificate's death benefit and cash value, both
computed as of the surrender date.

PARTIAL WITHDRAWALS. The Owner may make a partial withdrawal from the
Certificate's cash surrender value. The minimum partial withdrawal is $200. The
amount withdrawn will be deducted from the Certificate's cash value as of the
Date of Receipt. The amount will be deducted from the Fixed Account and the
investment divisions of the Separate Account on a Pro Rata Basis. The death
benefit will be reduced by the amount withdrawn.

In some cases, the maximum amount that may be withdrawn through a partial
withdrawal from the Fixed Account in any Certificate year is the greater of $200
or 25% of the largest amount in the Fixed Account over the last four Certificate
years, or, if the Certificate has been in force less than such period, since the
Certificate date. The Certificate includes a description of the Owner's rights
to make partial withdrawals.

EXCHANGE PRIVILEGE

During the first 24 Certificate months following the issuance of the
Certificate, the Owner may exercise the Certificate exchange privilege, which
results in the transfer at any one time of the entire amount in the Separate
Account to the Fixed Account, and the allocation of all future net premiums to
the Fixed Account. This will, in effect, serve as an exchange of the Certificate
for the equivalent of a flexible premium fixed benefit life insurance policy. No
charge will be imposed on such transfer in exercising this exchange privilege.
Moreover, the Owner may subsequently transfer amounts back to one or more of the
investment divisions of the Separate Account at any time, within the limitations
described in "Allocation of Premiums and Cash Value--Cash Value Transfers," on
page 24. Similarly, during the first 24 months following an increase in the
specified face amount requested by the Owner, the Owner may request a one time
charge-free transfer of the Separate Account cash value attributable to the
increase to the Fixed Account, including a transfer in the amount of any premium
payments that have been deemed attributable to the increase (see "Charges and
Deductions--Surrender Charge," page 30).

36
<PAGE>
In those states which require it, the Owner may also, during the first 24
Certificate months following the issuance of the Certificate, without charge, on
one occasion exchange any Certificate still in force for a flexible premium
fixed benefit life insurance policy issued by MetLife. Upon such exchange, the
Certificate's cash value will be transferred to the general account of MetLife.

THE FIXED ACCOUNT

An Owner may allocate net premiums and transfer cash value to the Fixed
Account, which is part of the General Account of MetLife. Because of exemptive
and exclusionary provisions, interests in the Fixed Account have not been
registered under the Securities Act of 1933 and neither the Fixed Account nor
the general account has been registered as an investment company under the 1940
Act. Accordingly, neither the general account, the Fixed Account nor any
interests therein are generally subject to the provisions of these Acts and
MetLife has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this Prospectus relating to the
Fixed Account. Disclosures regarding the Fixed Account may, however, be subject
to certain generally applicable provisions of the Federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.

GENERAL DESCRIPTION

This Prospectus is generally intended to serve as a disclosure document only
for the aspects of the Group Policy and Certificates involving the Separate
Account and contains only selected information regarding the Fixed Account. For
complete details regarding the Fixed Account, see the Certificate.

Subject to applicable law, MetLife has sole discretion over the investment
of the assets of the General Account, including those in the Fixed Account.
Unlike the assets of the Separate Account, the assets in the Fixed Account, as a
part of the general account, are chargeable with liabilities arising out of any
other business of MetLife.

The allocation or transfer of funds to the Fixed Account does not entitle an
Owner to share in the investment experience of the general account. Instead,
MetLife guarantees that cash value in the Fixed Account will accrue interest at
an effective annual rate of at least 4%, independent of the actual investment
experience of the general account. MetLife is not obligated to credit interest
at any higher rate, although MetLife may do so, in its sole discretion.

FIXED ACCOUNT CASH VALUE

Net premiums allocated to the Fixed Account are credited to the Certificate.
The Certificate's cash value in the Fixed Account will reflect the amount and
frequency of premium payments allocated to the Fixed Account, the amount of
interest credited to amounts in the Fixed Account, any partial withdrawals, any
transfers from or to the investment divisions of the Separate Account, any
Certificate indebtedness and any charges imposed on amounts in the Fixed Account
in connection with the Certificate. ANY INTEREST METLIFE CREDITS ON THE
CERTIFICATE'S CASH VALUE IN THE FIXED ACCOUNT IN EXCESS OF THE GUARANTEED RATE
OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF METLIFE. THE OWNER
ASSUMES THE RISK THAT INTEREST CREDITED TO AMOUNTS OF CASH VALUE IN THE FIXED
ACCOUNT MAY NOT EXCEED THE GUARANTEED MINIMUM RATE OF 4% PER YEAR. The cash
value in the Fixed Account will be calculated on each Valuation Date.

MetLife will not change the rate of excess interest on any premiums paid
during any month of the year before the first day of the same month of the
subsequent year; thereafter, MetLife will not change the rate of excess interest
for a period of twelve months from the date declared. MetLife may also establish
multiple bands of excess interest. This means that different rates of excess
interest may apply to premium payments made in different months of the year and
at the end of each twelve-month period, and different rates of excess interest
may apply to cash value related to premiums received in a given month of each
prior year. Transfers made into the Fixed Account will be treated as new premium
payments for these purposes.

37
<PAGE>
The guaranteed and excess interest are credited each Valuation Date. Once
credited, that interest will be guaranteed and become part of the Certificate's
cash value in the Fixed Account. The portion of the monthly deduction that is
deducted from the Fixed Account will be charged against the most recent premiums
paid and interest credited thereto.

DEATH BENEFIT, TRANSFER, WITHDRAWAL, SURRENDER, AND CERTIFICATE LOAN RIGHTS

Amounts in the Fixed Account are generally subject to the same rights and
limitations as are amounts allocated to the investment divisions of the Separate
Account with respect to transfers, withdrawals, surrenders and Certificate loans
(see "Certificate Benefits--Death Benefit," "Allocation of Premiums and Cash
Value--Cash Value Transfers;" "Loan Privileges," "Surrender and Withdrawal
Privileges," pages 12, 35 and 36). However, transfers from the Fixed Account may
be subject to additional limitations as described under "Allocation of Premiums
and Cash Value" page 23.

MetLife reserves the right to delay transfers, withdrawals, surrenders and
the payment of the Certificate loans allocated to the Fixed Account for up to
six months (see "Other Certificate Provisions--Payment and Deferment," page 39).
Payments to pay premiums on another policy with MetLife will not be delayed.

RIGHTS RESERVED BY METLIFE

MetLife reserves the right to make certain changes if, in its judgment, they
would best serve the interests of the Owners or would be appropriate in carrying
out the purposes of the Certificates. Any changes will be made only to the
extent and in the manner permitted by applicable laws. Also, when required by
law, MetLife will obtain Owner approval of the changes and approval from any
appropriate regulatory authority. Examples of the changes MetLife may make
include:

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

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

- To transfer any assets in any investment division to another investment
division, or to one or more separate accounts, or to the Fixed Account; or
to add, combine or remove investment divisions in the Separate Account.

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

- To change the way MetLife assesses charges, but without increasing the
aggregate amount charged to the Fixed Account or the Separate Account in
connection with the Certificates.

- To make any other necessary technical changes in the Certificate in order
to conform with any action the above provisions permit MetLife to take.

If any of these changes result in a material change in the underlying
investments of an investment division to which the net premiums of a Certificate
are allocated, MetLife will notify the Owner of such change, and the Owner may
then make a new choice of investment divisions or the Fixed Account without
charge.

OTHER CERTIFICATE PROVISIONS

OWNER. The Owner of a Certificate is the covered person unless another
owner has been named in the enrollment form for the Certificate. Unless
otherwise reserved by the participating entity, the Owner is entitled to
exercise all rights under a Certificate while the covered person is alive,
including the right to name a new owner or a contingent owner who would become
the owner if the Owner should die before the covered person dies.

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<PAGE>
all the beneficiaries die while the covered person is alive. If no beneficiary
or contingent beneficiary is alive when the covered person dies, the Owner (or
the Owner's estate) will be the beneficiary. While the covered person is alive,
the Owner may change any beneficiary or contingent beneficiary.

If more than one beneficiary is alive when the covered person dies, they
will be paid in equal shares, unless the Owner has chosen otherwise.

INCONTESTABILITY. MetLife will not contest the validity of a Certificate
after it has been in force during the covered person's lifetime for two years
from the Date of Certificate (or date of reinstatement if a terminated
Certificate is reinstated) except with respect to certain optional insurance
benefits that may be added subsequent to the Date of Certificate. MetLife will
not contest the validity of any increase requested by an Owner in the death
benefit after such increase has been in force during the covered person's
lifetime for two years from its effective date.

SUICIDE. The insurance proceeds will not be paid if the covered person
commits suicide, while sane or insane, within two years (or less if required by
state law) from the Date of Certificate. Instead, MetLife will pay the
beneficiary an amount equal to all premiums paid for the Certificate, without
interest, less any outstanding Certificate loan and less any partial cash
withdrawal. If the covered person commits suicide, while sane or insane, more
than two years after the Date of Certificate but within two years (or less if
required by state law) from the effective date of any increase in the death
benefit, MetLife's liability with respect to such increase will be limited to
the cost thereof.

MISSTATEMENT OF AGE. If the covered person's age as stated in the
enrollment form for a Certificate is not correct, benefits under a Certificate
will be adjusted to reflect the correct age.

COLLATERAL ASSIGNMENT. The Owner may assign a Certificate as collateral.
All rights under the Certificate will be transferred to the extent of the
assignee's interest. MetLife is not bound by an assignment or release thereof,
unless it is in writing and is recorded at the Administrative Office. MetLife is
not responsible for the validity of any assignment or release thereof.

PAYMENT AND DEFERMENT. With respect to amounts in the investment divisions
of the Separate Account, payment of the death benefit, all or a portion of the
cash surrender value, free look proceeds or a loan will ordinarily be made
within seven days after the Date of Receipt of all documents required for such
payment. MetLife will pay interest on the amount of death benefit at a rate
which is currently 6% per year (or such higher rate as may be required by state
law) from the date of death until the date of payment of the death benefit.

However, MetLife may defer the determination, application or payment of any
such amount or any transfer of cash value in the Separate Account for any period
during which the New York Stock Exchange is closed (other than customary weekend
and holiday closing), for any period during which any emergency exists as a
result of which it is not reasonably practicable for MetLife to determine the
investment experience for a Certificate or for such other periods as the
Securities and Exchange Commission may by order permit for the protection of
Owners. MetLife will not defer a loan used to pay premiums on other policies or
certificates issued by it.

As with traditional life insurance, MetLife can delay payment of the entire
insurance proceeds or other Certificate benefits if entitlement to payment is
being questioned or is uncertain.

DIVIDENDS. The Group Policies and Certificates are participating. However,
in view of the manner in which MetLife has determined the premium rates and
charges, it is not anticipated that the Group Policies and Certificates will be
entitled to any dividend.

The description throughout this Prospectus of the features of the
Certificates is subject to the specific terms of the Certificates.

39
<PAGE>
SALES AND ADMINISTRATION OF THE GROUP POLICIES AND CERTIFICATES

MetLife performs the sales and administrative services relating to the Group
Policies and Certificates. The office of MetLife which administers the Group
Policies and Certificates is located in Aurora, Illinois. Each participating
entity and Owner will be notified which office will be the Administrative Office
for servicing the Certificates. MetLife may name different Administrative
Offices for different transactions.

MetLife acts as the principal underwriter (distributor) of the Group
Policies and Certificates as defined in the 1940 Act (see "Distribution of the
Group Policies and Certificates," below). In addition to selling insurance and
annuities, MetLife also serves as investment adviser to certain other advisory
clients, and is also principal underwriter for Metropolitan Tower Separate
Accounts One and Two of Metropolitan Tower Life Insurance Company, a
wholly-owned subsidiary of MetLife, and Metropolitan Life Separate Account E of
MetLife, each of which is registered as a unit investment trust under the 1940
Act. Finally, MetLife acts as principal underwriter for other forms of variable
universal life insurance policies, premiums for which may also be allocated to
the Separate Account.

BONDING. The directors, officers and employees of MetLife are bonded in the
amount of $50,000,000, subject to a $5,000,000 deductible.

DISTRIBUTION OF THE GROUP POLICIES AND CERTIFICATES

The Group Policies and Certificates will be sold by individuals who are
licensed life insurance sales representatives and registered representatives of
MetLife, the principal underwriter of the Certificates. MetLife is registered
with the Securities and Exchange Commission under the Securities Exchange Act of
1934 as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc. No commissions are paid to MetLife's registered
representatives for distribution of the Group Policies or Certificates, although
MetLife representatives may earn certain incentive award credits.

Group Policies and Certificates may also be sold through other registered
broker-dealers who have entered into selling agreements with MetLife.
Commissions or fees which are payable to a broker-dealer or third party
administrator ("TPA") are set forth in MetLife's schedules of group insurance
commission rates. Payments or commissions to broker-dealers or TPAs normally
consist of two elements. The first element is based on the lowest premium
sufficient to keep the Certificate in force. Under this element, a commission is
payable to a maximum of 15% of premium, as described above, and is based upon
the services provided by the broker-dealer or TPA. The second element is a per
Certificate payment, based upon the total number of Certificates issued under
the Group Policy. Maximum first year payments and renewal payments per
Certificate are specified in MetLife's schedules of group insurance commission
rates. In no event will commissions exceed the maximum percentage of gross
premium commission payable under New York State law, for all Certificates.

All payments and commissions are paid by MetLife. They do not result in any
charges against the Group Policy or Certificates in addition to those set forth
under "Charges and Deductions", page 27. Since the Group Policies and
Certificates will first be offered for sale pursuant to this prospectus, no
compensation has yet been paid.

FEDERAL TAX MATTERS

The following description is a brief summary of some of the tax rules,
primarily related to federal income and estate taxes, which in the opinion of
MetLife are currently in effect.

The Certificate receives the same federal income and estate tax treatment as
fixed benefit life insurance. The death benefit payable under the Certificate is
generally excludable from the gross income of the beneficiary under Section 101
of the Internal Revenue Code ("Code") and the Owner is not deemed to be in
constructive receipt of the cash values under the Certificate until actual
withdrawal or surrender.

40
<PAGE>
modified endowment contract as discussed below, and unless the distribution
occurs during the first 15 Certificate years, only the amount withdrawn,
received upon surrender or distributed at the Final Date of a Certificate that
exceeds the total premiums paid (less previous non-taxable withdrawals) will be
treated as ordinary income. During the first 15 Certificate years, cash
distributions from a Certificate, made as a result of a Certificate change that
reduces the death benefit or other benefits under a Certificate, will be taxable
to the Owner, under a complex formula, to the extent that cash value exceeds
premiums paid (less previous non-taxable withdrawals).

Section 817(h) of code and the Treasury Regulations thereunder set
diversification rules for the investments underlying the Group Policies, in
order for the Group Policies to be treated as life insurance. MetLife believes
that these diversification standards will be satisfied. There is a provision in
the regulations which allows for the correction of an inadvertent failure to
diversify. Failure to comply with the rules found in the regulations would
result in immediate taxation to Owners of all positive investment experience
credited to a Certificate for the period of non-compliance and until such time
as a settlement of the matter is reached with the Internal Revenue Service.

There is a possibility that regulations may be proposed or that a
controlling ruling may be issued in the future describing the extent to which
Owner control over allocation of cash value may cause Owners to be treated as
the owners of Separate Account assets for tax purposes. MetLife reserves the
right to amend the Group Policies in any way necessary to avoid any such result.

MetLife also believes that loans received under the Certificate will be
treated as indebtedness of an Owner for federal tax purposes, and, unless the
Certificate is or becomes a modified endowment contract as described below or
terminates, that no part of any loan received under a Certificate will
constitute income to the Owner. However, any remaining outstanding loan at the
time the Certificate is totally surrendered, exchanged, terminated or on the
Final Date may be subject to tax depending of the amount of gain in the
Certificate.

In the case of a modified endowment contract, amounts received before death,
including Certificate loans, are treated first as income (to the extent of gain)
and then as recovered investment. For purposes of determining the amount
includible in income, all modified endowment contracts issued by the same
company (or affiliate) to the same Owner during any calendar year will be
treated as one modified endowment contract. Finally, an additional 10% income
tax is generally imposed on the taxable portion of amounts received before age
59 1/2 under a modified endowment contract.

In general, a modified endowment contract is a life insurance contract
entered into or, generally, materially changed after June 20, 1988 that fails to
meet a "7-pay test". Each Certificate is tested separately for purposes of this
7-pay test. Under the 7-pay test, if the amount of premiums paid under the life
insurance contract at any time during the first 7 Certificate years exceeds the
sum of the net level premiums which would have been paid if the contract
provided for paid-up future benefits after the payment of 7 level annual
payments, the contract is a modified endowment contract. A Certificate may have
to be reviewed under the 7-pay test even after the first seven Certificate years
in the case of certain events such as a material modification of the Certificate
as discussed below. If there is a reduction in benefits under the Certificate
during any 7-pay testing period, the 7-pay test is applied using the reduced
benefits level. Any distribution made within two years before a Certificate
fails the 7-pay test is treated as made in anticipation of such failure.

Whether or not a particular Certificate meets these definitional
requirements is dependent on the date the contract was entered into, premium
payments made and the periodic premium payments to be made, the level of death
benefit, any changes in the level of death benefits, the extent of any prior
cash withdrawals, and other factors. Generally, a life insurance policy which is
received in exchange for a modified endowment contract will also be considered a
modified endowment contract.

41
<PAGE>
increase in the future benefits provided under the Certificate. However, in
general, increases that are attributable to the payment of premiums necessary to
fund the lowest death benefit payable in the first 7 Certificate years will not
be considered material modifications. The annual statement sent to each Owner
will include information regarding the modified endowment contract status of a
Certificate (see "Premiums--Premium Limitations," page 23).

Counsel and other competent advisors should be consulted to determine how
these rules apply to an individual situation and before making premium payments,
increasing or decreasing the total face insurance amount, or adding or removing
a rider.

Congress may, in the future, consider other legislation that, if enacted,
could adversely affect the tax treatment of life insurance policies. In
addition, the Treasury Department may by regulation or interpretation modify the
above described tax effects. Any legislative or administrative action could be
applied retroactively.

The death benefit payable under the Certificate is includable in the covered
person's gross estate for federal estate tax purposes if the death benefit is
paid to the covered person's estate or if the death benefit is paid to a
beneficiary other than the estate and the covered person either possessed
incidents of ownership in the Certificate at the time of death or transferred
incidents of ownership in the Certificate to another person within three years
of death.

Whether or not any federal estate tax is payable with respect to the death
benefit of the Certificate which is included in the covered person's gross
estate depends on a variety of factors including the following. A smaller size
estate may be exempt from federal estate tax because of a current estate tax
credit which generally is equivalent to an exemption of $600,000. In addition, a
death benefit paid to a surviving spouse may not be taxable because of a 100%
estate tax marital deduction. Furthermore, a death benefit paid to a tax-exempt
charity may not be taxable because of the allowance of an estate tax charitable
deduction.

If the Owner of the Certificate is not the covered person, and the Owner
dies before the covered person, the value of the Certificate, as determined
under Internal Revenue Service regulations, is includable in the federal gross
estate of the Owner for federal estate tax purposes. Whether a federal estate
tax is payable depends on a variety of factors, including those listed in the
preceding paragraph.

State and local income, estate, inheritance and other tax consequences of
ownership or receipt of Certificate proceeds depend on the circumstances of each
covered person, Owner or beneficiary.

The foregoing summary does not purport to be complete or to cover all
situations. Counsel and other competent advisors should be consulted for more
complete information.

MANAGEMENT

The present directors and the senior officers and secretary of Metropolitan
Life are listed below, together with certain information concerning them:

DIRECTORS, OFFICERS-DIRECTORS

42
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH METLIFE
------------------------------ --------------------------------------------------- ----------------------------------
<S> <C> <C>
Joan Ganz Cooney.............. Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023.
John J. Creedon............... Retired President Director
and Chief Executive Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700
New York, NY 10166.
A. Luis Ferre................. President and Publisher, Director
El Nuevo Dia,
P.O. Box 297,
San Juan, PR 00902.
James R. Houghton............. Chairman of the Board and Director
Chief Executive Officer,
Corning Incorporated,
HQE 2-08
Corning, NY 14831.

Harry P. Kamen................ Chairman of the Board and Chairman of the Board,
Chief Executive Officer, Chief Executive Officer and
Metropolitan Life Insurance Company, Director
One Madison Avenue,
New York, NY 10010.

Helene L. Kaplan.............. Of Counsel, Skadden, Arps, Slate, Director
Meagher & Flom,
919 Third Avenue,
New York, NY 10022.

Richard J. Mahoney............ Chairman of the Board and Director
Executive Committee,
Monsanto Company - Mail Code D1V
800 N. Lindbergh Blvd.,
St. Louis, MO 63167.

Allen E. Murray............... Retired Chairman of the Board Director
and Chief Executive Officer,
Mobil Corporation,
P.O. Box 2072
New York, NY 10163.

John J. Phelan, Jr............ Retired Chairman and Chief Executive Director
Officer, New York Stock Exchange, Inc.,
P.O. Box 312,
Mill Neck, NY 11765.

John B. M. Place.............. Former Chairman of the Board, Director
Crocker National Corporation,
111 Sutter Street, 4th Fl.,
San Francisco, CA 94104.
</TABLE>

43
<PAGE>

Robert G. Schwartz............ Retired Chairman of the Board, Director
President and Chief Executive Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700
New York, NY 10166.

Ruth J. Simmons............... President, Director
College Hall 20,
Smith College,
Northhampton, MA 01063.

William S. Sneath............. Retired Chairman of the Board, Director
Union Carbide Corporation,
41 Leeward Lane,
Riverside, CT 06878.

John R. Stafford.............. Chairman of the Board, President Director
and Chief Executive Officer,
American Home Products Corporation,
Five Giralda Farms
Madison, NJ 07940.
</TABLE>

OFFICERS*

44
<PAGE>

<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METLIFE
--------------------------------------------- ------------------------------------------------------------------------
<S> <C>
Terence I. Lennon............................ Senior Vice-President
David A. Levene.............................. Senior Vice-President and Chief Actuary
James M. Logan............................... Senior Vice-President
Francis P. Lynch............................. Senior Vice-President
Thomas F. McDermott.......................... Senior Vice-President
John C. Morrison............................. Senior Vice-President
Dominick A. Prezzano......................... Senior Vice-President
Leo T. Rasmussen............................. Senior Vice-President
Vincent P. Reusing........................... Senior Vice-President
Robert E. Sollmann, Jr....................... Senior Vice-President
Thomas L. Stapleton.......................... Senior Vice-President & Tax Director
Arthur G. Typermass.......................... Senior Vice-President & Treasurer
James A. Valentino........................... Senior Vice-President
Judy E. Weiss................................ Senior Vice-President
Stephen E. White............................. Senior Vice-President
Richard F. Wiseman........................... Senior Vice-President
Harvey M. Young.............................. Senior Vice-President
Christine N. Markussen....................... Vice-President and Secretary
<FN>
---------
* The principal occupation of each officer, except for Gary A. Beller, Robert
H. Benmosche and Terence I. Lennon during the last five years has been as
an officer of MetLife. Gary A. Beller has been an officer of Metropolitan
Life since November, 1994; prior thereto, he was a Consultant and Executive
Vice-President and General Counsel of the American Express Company. Robert
H. Benmosche has been an Officer of Metropolitan Life since September,
1995; prior thereto, he was an Executive Vice President of Paine Webber.
Terence I. Lennon has been an officer of Metropolitan Life since March,
1994; prior thereto, he was Assistant Deputy Superintendent and Chief
Examiner of the New York State Department of Insurance. The business
address of each officer is 1 Madison Avenue, New York, New York 10010.
</TABLE>

VOTING RIGHTS

RIGHT TO INSTRUCT VOTING OF FUND SHARES

In accordance with its view of present applicable law, MetLife will vote the
shares of each of the portfolios of the Fund which are deemed attributable to
Certificates at regular and special meetings of the shareholders of the Fund
based on instructions received from persons 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 MetLife determines that it is permitted
to vote such shares of the Fund in its own right, it may elect to do so.

Accordingly, the Owner will have a voting interest under a Certificate. The
number of shares held in each Separate Account investment division deemed
attributable to each Owner is determined by dividing a Certificate's cash value
in that division, if any, by the net asset value of one share in the
corresponding Fund portfolio in which the assets in that Separate Account
investment division are invested. Fractional votes will be counted. The number
of shares concerning which an Owner has the right to give instructions will be
determined as of the record date for the meeting.

45
<PAGE>
which voting instructions are received and (ii) the shares that are voted in
proportion to such voting instructions. However, if MetLife or an affiliate
determines that it is permitted to vote any such shares of the Fund in its own
right, it may elect to do so subject to the then current interpretation of the
1940 Act or any rules there-under.

The Owners may give instructions regarding, among other things, the election
of the Board of Directors of the Fund, ratification of the selection of the
Fund's independent auditors, and the approval of the Fund's investment manager
and sub-investment manager.

Each Owner having a voting interest will be sent voting instruction
soliciting material and a form for giving voting instructions to MetLife.

Current interpretations and rules under the 1940 Act permit fund shares to
be voted in a manner contrary to Owner voting instructions in certain
circumstances. 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 to Owners.

REPORTS

Owners will receive promptly statements of significant transactions such as
change in specified face amount, transfers among investment divisions, partial
withdrawals, increases in loan principal by the Owner, loan repayments,
termination for any reason, reinstatement and premium payments. Owners whose
premiums are automatically remitted under payroll deduction plans do not receive
confirmation of premium payments from MetLife apart from that provided by their
bank or employer. A statement will be sent at least annually to the Owner within
thirty days after the period covered summarizing all of the above transactions
and deductions of charges occurring during that Certificate year and setting
forth the status of the death benefit, cash and cash surrender values, amounts
in the investment divisions and Fixed Account, any policy loan and unpaid loan
interest added to loan principal. Any statement will also discuss the modified
endowment contract status of a Certificate (see "Premiums--Premium Limitations,"
page 23). In addition, an Owner will be sent semiannual reports containing
financial statements for the Fund, as required by the 1940 Act.

STATE REGULATION

MetLife is subject to regulation and supervision by the Insurance Department
of the State of New York, which periodically examines its affairs. It is also
subject to the insurance laws and regulations of all jurisdictions where it is
authorized to do business. Where required, a copy of the form of Group Policy
and form of Certificate has been filed with, and approved by, insurance
officials in each jurisdiction where the Group Policy and Certificates are sold.
MetLife intends to satisfy the necessary requirements to distribute the
Certificates in all fifty states and the District of Columbia as soon as
possible.

MetLife is required to submit annual statements of its operations, including
financial statements, to the insurance departments of the various jurisdictions
in which it does business, for the purposes of determining solvency and
compliance with local insurance laws and regulations. Such statements are
available for public inspection at state insurance department offices.

REGISTRATION STATEMENT

A registration statement under the Securities Act of 1933 has been filed
with the Securities and Exchange Commission relating to the offering described
in this Prospectus. This Prospectus does not contain all the information set
forth in the registration statement and amendments thereto and the exhibits
filed as a part thereof, to all of which reference is hereby made for additional
information concerning the Separate Account, MetLife and the Certificates. The
additional information may be obtained at the Commission's main office in
Washington, D.C., upon payment of the prescribed fees.

46
<PAGE>
LEGAL MATTERS

The legality of the Group Policies and Certificates described in this
Prospectus has been passed upon by Christopher P. Nicholas, Associate General
Counsel of Metropolitan Life. Messrs. Freedman, Levy, Kroll & Simonds,
Washington, D.C., have advised MetLife on certain matters relating to the
federal securities laws.

EXPERTS

The financial statements of Metropolitan Life Separate Account UL as of
December 31, 1994 and for the two years then ended and the financial statements
of Metropolitan Life Insurance Company as of December 31, 1994 and 1993 and for
the three years ended December 31, 1994 included in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein and are included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

Actuarial matters included in this Prospectus have been examined by Steven
J. Abramson, FSA, MAAA, Vice-President and Actuary of MetLife, as stated in his
opinion filed as an exhibit to the registration statement.

FINANCIAL STATEMENTS

The financial statements of MetLife included in this Prospectus should be
considered only as bearing upon the ability of MetLife to meet its obligations
under the Group Policies and Certificates.

The most current financial statements of MetLife are those as of the end of
the most recent fiscal year. MetLife does not prepare financial statements for
publication more often than annually and believes that any incremental benefit
to prospective Policy owners that may result from preparing and delivering more
current financial statements, though unaudited, does not justify the additional
cost that would be incurred. In addition, MetLife represents that there have
been no adverse changes in its financial condition or operations between the end
of the most current fiscal year and the date of this Prospectus.

47
<PAGE>
INDEPENDENT AUDITORS' REPORT

Metropolitan Life Insurance Company:

We have audited the accompanying balance sheets of Metropolitan Life Insurance
Company (the Company) as of December 31, 1994 and 1993 and the related
statements of operations and surplus and of cash flow for each of the three
years in the period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1994 and 1993
and the results of its operations and its cash flow for each of the three years
in the period ended December 31, 1994 in conformity with accounting practices
prescribed or permitted by insurance regulatory authorities and generally
accepted accounting principles.

Deloitte & Touche LLP
New York, New York
February 10, 1995

48
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
BALANCE SHEETS
DECEMBER 31, 1994 AND 1993

<TABLE>
<CAPTION>
NOTES 1994 1993
--------- ----------- -----------
(IN MILLIONS)
<S> <C> <C> <C>
ASSETS
Bonds............................................................................... 4,11 $ 65,592 $ 62,954
Stocks.............................................................................. 2,4,11 3,672 3,191
Mortgage loans...................................................................... 2,4,11 14,524 15,460
Real estate......................................................................... 10,417 10,666
Policy loans........................................................................ 11 3,964 3,628
Cash and short-term investments..................................................... 11 2,334 1,372
Other invested assets............................................................... 2 2,262 2,504
Premiums deferred and uncollected................................................... 1,250 1,348
Investment income due and accrued................................................... 1,440 1,397
Separate Account assets............................................................. 25,424 25,375
Other assets........................................................................ 298 330
----------- -----------
Total Assets............................................................ $ 131,177 $ 128,225
----------- -----------
----------- -----------

LIABILITIES AND SURPLUS
Liabilities
Reserves for life and health insurance and annuities................................ 5,11 $ 73,204 $ 70,260
Policy proceeds and dividends left with the Company................................. 11 3,534 2,874
Dividends due to policyholders...................................................... 1,407 1,369
Premium deposit funds............................................................... 11 14,006 14,720
Other policy liabilities............................................................ 4,245 4,409
Investment valuation reserves....................................................... 1,981 1,675
Separate Account liabilities........................................................ 25,159 25,100
Other liabilities................................................................... 1,337 1,412
----------- -----------
Total Liabilities........................................................... 124,873 121,819
----------- -----------
Surplus
Special contingency reserves.................................................... 682 632
Surplus notes................................................................... 10 700 700
Unassigned funds................................................................ 4,922 5,074
----------- -----------
Total Surplus............................................................... 6,304 6,406
----------- -----------
Total Liabilities and Surplus........................................... $ 131,177 $ 128,225
----------- -----------
----------- -----------
</TABLE>

See accompanying notes to financial statements.

49
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND SURPLUS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
NOTES 1994 1993 1992
--------- --------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
INCOME
Premiums, annuity considerations and deposit funds........................ 5 $ 19,881 $ 19,442 $ 19,933
Considerations for supplementary contracts and dividend accumulations..... 2,879 1,654 1,582
Net investment income..................................................... 7,143 7,356 7,332
Other income.............................................................. 5 80 231 145
--------- --------- ---------
Total income................................................................ 29,983 28,683 28,992
--------- --------- ---------
BENEFITS AND EXPENSES
Benefit payments (other than dividends)................................... 23,533 21,417 20,501
Changes to reserves, deposit funds and other policy liabilities........... 1,619 (439) 587
Insurance expenses and taxes (excluding tax on capital gains)............. 6 2,492 2,595 2,664
Net transfers to Separate Accounts........................................ 503 3,239 3,501
Dividends to policyholders.................................................. 1,676 1,606 1,600
--------- --------- ---------
Total benefits and expenses................................................. 29,823 28,418 28,853
--------- --------- ---------
NET GAIN FROM OPERATIONS.................................................... 160 265 139
NET REALIZED CAPITAL (LOSSES) GAINS......................................... 6 (54) (132) 86
--------- --------- ---------
NET INCOME.................................................................. 106 133 225
SURPLUS ADDITIONS (DEDUCTIONS)
Change in general account net unrealized capital gains (losses)........... 150 131 (151)
Change in investment valuation reserves................................... (306) (169) 8
Issuance of surplus notes................................................. 10 -- 700 --
Other adjustments--net.................................................... 1 (52) 594 169
--------- --------- ---------
NET CHANGE IN SURPLUS....................................................... (102) 1,389 251
SURPLUS AT BEGINNING OF YEAR................................................ 6,406 5,017 4,766
--------- --------- ---------
SURPLUS AT END OF YEAR...................................................... $ 6,304 $ 6,406 $ 5,017
--------- --------- ---------
--------- --------- ---------
</TABLE>

See accompanying notes to financial statements.

50
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
1994 1993 1992
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
CASH PROVIDED
Premiums, annuity considerations and deposit funds received........................ $ 19,983 $ 19,599 $ 19,835
Considerations for supplementary contracts and dividend accumulations received..... 2,948 1,748 1,582
Net investment income received..................................................... 6,828 6,931 7,050
Other income received.............................................................. 80 134 158
--------- --------- ---------
Total receipts................................................................. 29,839 28,412 28,625
--------- --------- ---------
Benefits paid (other than dividends)............................................... 22,387 20,092 18,975
Insurance expenses and taxes paid (excluding tax on capital gains)................. 2,366 2,532 2,515
Net cash transfers to Separate Accounts............................................ 524 3,304 3,532
Dividends paid to policyholders.................................................... 1,684 1,596 1,650
Other--net......................................................................... 368 (1,051) 443
--------- --------- ---------
Total payments............................................................... 27,329 26,473 27,115
--------- --------- ---------
Net cash from operations........................................................... 2,510 1,939 1,510
Proceeds from long-term investments sold, matured or repaid after deducting taxes
on capital gains of $60 for 1994, $546 for 1993 and $392 for 1992................ 46,459 55,420 47,151
Issuance of surplus notes.......................................................... -- 700 --
Other cash provided................................................................ -- 369 183
--------- --------- ---------
Total cash provided................................................................ 48,969 58,428 48,844
--------- --------- ---------
CASH APPLIED
Cost of long-term investments acquired............................................. 47,845 58,033 48,779
Other cash applied................................................................. 162 247 273
--------- --------- ---------
Total cash applied................................................................. 48,007 58,280 49,052
--------- --------- ---------
NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS........................................ 962 148 (208)
CASH AND SHORT-TERM INVESTMENTS:
BEGINNING OF YEAR.................................................................... 1,372 1,224 1,432
--------- --------- ---------
END OF YEAR.......................................................................... $ 2,334 $ 1,372 $ 1,224
--------- --------- ---------
--------- --------- ---------
</TABLE>

See accompanying notes to financial statements.

51
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

1. ACCOUNTING POLICIES

Metropolitan Life Insurance Company (the Company) is primarily engaged in
the sale of insurance and annuity products. The Company's financial statements
are prepared on the basis of accounting practices prescribed or permitted by the
Insurance Department of the State of New York, which practices currently are
considered to be generally accepted accounting principles for mutual life
insurance companies (see Note 12). The primary interest of insurance regulatory
authorities is the ability of the Company to fulfill its obligations to
policyholders; therefore, the financial statements are oriented to the insured
public. Significant accounting policies applied in preparing the financial
statements follow.

INVESTED ASSETS AND RELATED RESERVES

Bonds qualifying for amortization are stated at amortized cost; all other
bonds at prescribed values. Unaffiliated preferred stocks are principally stated
at cost; unaffiliated common stocks are carried at market value. Mortgage loans
are generally stated at their amortized indebtedness. Short-term investments
generally mature within a year and are carried at amortized cost. Policy loans
are stated at unpaid principal balances.

Investments in subsidiaries are stated at equity in net assets and are
included in stocks. Changes in net assets, excluding additional amounts
invested, are included in unrealized capital gains or losses. Dividends from
subsidiaries are reported by the Company as earnings in the year the dividends
are declared. The excess of the purchase price of non-insurance subsidiaries
over the fair value of the net assets acquired is amortized on a straight-line
basis.

Investment real estate, other than real estate joint ventures and
subsidiaries, is stated at depreciated cost net of non-recourse debt, with such
depreciation generally calculated by the constant yield method if purchased
prior to December 1990 and the straight-line method if purchased thereafter.
Real estate acquired in satisfaction of debt is valued at the lower of cost or
estimated fair value at date of foreclosure and is subsequently stated at
depreciated cost. Investments in real estate joint ventures, included in other
invested assets, and real estate subsidiaries, included in stocks, are reported
using the equity method and are generally adjusted to reflect the constant yield
method of depreciation for real estate assets acquired by such entities prior to
December 1990.

In 1994, the Company changed to the straight-line method of determining
depreciation on real estate acquired prior to December 1990 if the estimated
fair value of the real estate is less than ninety percent of depreciated cost.
This change had the effect of increasing depreciation expense by approximately
$80 million in 1994.

Investments in non-real estate partnerships are included in other invested
assets and are generally carried on the equity basis. The carrying value
reflects the Company's share of unrealized gains and losses relating to the
market value of publicly traded common stocks held by the partnerships.

Impairments of individual investments that are considered to be other than
temporary are recognized when incurred.

Mandatory reserves have been established for general account investments in
accordance with guidelines prescribed by insurance regulatory authorities. Such
reserves consist of an Asset Valuation Reserve (AVR) for all invested assets and
an Interest Maintenance Reserve (IMR), which defers the recognition of realized
capital gains and losses (net of income tax) attributable to interest rate
fluctuations on fixed income investments over the estimated remaining duration
of the investments sold. Prior to 1994, the Company also established voluntary
investment valuation reserves for certain general account investments. Changes
to the

52
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

AVR and voluntary investment reserves are reported as direct additions to or
deductions from surplus. Transfers to the IMR are deducted from realized capital
gains; IMR amortization is included in net investment income.

Net realized capital (losses) or gains are presented net of federal capital
gains tax and transfers to the IMR.

POLICY RESERVES

Reserves for permanent plans of individual life insurance sold in or after
1960, universal life plans and certain term plans sold after 1982 generally are
computed on the Commissioners' Reserve Valuation Method. Reserves for other life
insurance policies generally are computed on the net level premium method.
Reserves for individual annuity contracts are computed on the net level premium
method, the net single premium method or the Commissioners' Annuity Reserve
Valuation Method, as appropriate. Reserves for group annuity contracts are
computed on the net single premium method. The reserves are based on mortality,
morbidity and interest rate assumptions prescribed by New York State Insurance
Law. Such reserves are sufficient to provide for contractual surrender values.

Periodically, to reflect changes in circumstance, the Company may change the
assumptions, methodologies or procedures used to calculate reserves. During 1993
and 1992, the Company and certain of its wholly-owned life insurance
subsidiaries made certain changes which increased the Company's surplus by $667
million (substantially all of which related to interest rate changes) and $131
million, respectively.

INCOME AND EXPENSES

Premiums generally are recognized over the premium-paying period. Investment
income is reported as earned. Expenses, including policy acquisition costs and
federal income taxes, are charged to operations as incurred.

SEPARATE ACCOUNT OPERATIONS

Investments held in the Separate Accounts (stated at market value) and
liabilities of the Separate Accounts (including participants' corresponding
equity in the Separate Accounts) are reported separately as assets and
liabilities. The Separate Accounts' operating results are reflected in the
changes to these assets and liabilities.

2. UNCONSOLIDATED SUBSIDIARIES AND OTHER AFFILIATES

The Company's subsidiary operations primarily include insurance, real estate
investment and brokerage activities, investment management and advisory
services, mortgage originations and servicing, and commercial finance. At
December 31, 1994 and 1993, subsidiary assets were $21,476 million and $20,601
million, respectively. At December 31, 1994 and 1993, subsidiary liabilities
were $18,905 million and $18,134 million, respectively. Subsidiary revenues were
$4,715 million, $4,525 million and $4,491 million in 1994, 1993 and 1992,
respectively. Dividends from subsidiaries amounted to $186 million, $175 million
and $58 million in 1994, 1993 and 1992, respectively.

The unamortized excess of the purchase price of non-insurance subsidiaries
over the fair value of net assets acquired was $129 million and $133 million at
December 31, 1994 and 1993, respectively.

The Company incurs charges on behalf of its subsidiaries which are
reimbursed pursuant to agreements for shared use of property, personnel and
facilities. Charges under such agreements were approximately $307 million, $355
million and $299 million in 1994, 1993 and 1992, respectively.

53
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The Company's net equity in joint ventures and other partnerships was $2,250
million and $2,498 million at December 31, 1994 and 1993, respectively. The
Company's share of income from such entities was $26 million, $76 million and
$64 million for 1994, 1993 and 1992, respectively.

Many of the Company's real estate joint ventures have loans with the
Company. The carrying values of such mortgages were $1,372 million and $1,731
million at December 31, 1994 and 1993, respectively. The Company had other loans
outstanding to its affiliates with carrying values of $2,073 million and $1,569
million at December 31, 1994 and 1993, respectively.

3. METRAHEALTH

During 1994, the Company and The Travelers Insurance Company (Travelers)
entered into an agreement to contribute their respective group health care
benefits businesses to a corporate joint venture, The MetraHealth Companies,
Inc. (MetraHealth). On December 30, 1994, the Company made an initial cash
contribution of $5 million to MetraHealth. On January 3, 1995, the Company made
an additional contribution to MetraHealth comprised of $37 million in cash and
the stock of its health maintenance organizations and other related subsidiaries
with a carrying value of $213 million at December 31, 1994. The Company also
transferred operating assets and personnel relating to its group health care
benefits business. The agreement calls for the Company to use its best efforts
to persuade holders of the insurance policies and administrative services only
(ASO) contracts that are part of its health care benefits business to purchase
policies and contracts from MetraHealth at the policy or contract renewal date.
The Company's group health care benefit business insurance policies had
liabilities of approximately $403 million as of December 31, 1994 and premium
income of $1,379 million in 1994; its group health benefit ASO contracts
generated fees of $492 million in 1994 which have been netted against insurance
expenses. The Company also will enter into administrative agreements and
indemnity reinsurance agreements with the insurance subsidiaries of MetraHealth,
subject to regulatory approval.

4. INVESTMENTS

DEBT SECURITIES

The carrying value, gross unrealized gain (loss) and estimated fair value of
bonds and redeemable preferred stocks (debt securities), by category, as of
December 31, 1994 and 1993 are shown below.

<TABLE>
<CAPTION>
GROSS UNREALIZED
CARRYING -------------------- ESTIMATED
VALUE GAIN (LOSS) FAIR VALUE
--------- --------- --------- -----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1994:
Bonds:
U. S. Treasury securities and obligations of U.S. government
corporations and agencies........................................... $ 9,807 $ 322 $ (546) $ 9,583
States and political subdivisions..................................... 1,483 69 (21) 1,531
Foreign governments................................................... 1,931 26 (60) 1,897
Corporate............................................................. 31,262 291 (1,682) 29,871
Mortgage-backed securities............................................ 17,485 251 (851) 16,885
Other................................................................. 3,624 18 (215) 3,427
--------- --------- --------- -----------
Total bonds............................................................... $ 65,592 $ 977 $ (3,375) $ 63,194
--------- --------- --------- -----------
--------- --------- --------- -----------
Redeemable preferred stocks............................................... $ 44 $ -- $ (14) $ 30
--------- --------- --------- -----------
--------- --------- --------- -----------
</TABLE>

54
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
GROSS UNREALIZED
CARRYING -------------------- ESTIMATED
VALUE GAIN (LOSS) FAIR VALUE
--------- --------- --------- -----------
(IN MILLIONS)
DECEMBER 31, 1993:
<S> <C> <C> <C> <C>
Bonds:
U. S. Treasury securities and obligations of U.S. government
corporations and agencies........................................... $ 12,770 $ 1,447 $ (85) $ 14,132
States and political subdivisions..................................... 1,464 383 -- 1,847
Foreign governments................................................... 1,622 165 (1) 1,786
Corporate............................................................. 28,601 1,682 (188) 30,095
Mortgage-backed securities............................................ 15,773 867 (40) 16,600
Other................................................................. 2,724 147 (24) 2,847
--------- --------- --------- -----------
Total bonds............................................................... $ 62,954 $ 4,691 $ (338) $ 67,307
--------- --------- --------- -----------
--------- --------- --------- -----------
Redeemable preferred stocks............................................... $ 64 $ 15 $ (14) $ 65
--------- --------- --------- -----------
--------- --------- --------- -----------
</TABLE>

The carrying value and estimated fair value of bonds, by contractual
maturity, at December 31, 1994 are shown below. Bonds not due at a single
maturity date have been included in the table in the year of final maturity.
Expected maturities may differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without prepayment
penalties.

<TABLE>
<CAPTION>
CARRYING ESTIMATED
VALUE FAIR VALUE
--------- -----------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less........................................... $ 2,209 $ 2,206
Due after one year through five years............................. 15,234 14,807
Due after five years through ten years............................ 14,613 13,858
Due after ten years............................................... 16,051 15,438
--------- -----------
Subtotal...................................................... 48,107 46,309
Mortgage-backed securities........................................ 17,485 16,885
--------- -----------
Total..................................................... $ 65,592 $ 63,194
--------- -----------
--------- -----------
</TABLE>

Proceeds from the sales of debt securities during 1994, 1993 and 1992 were
$36,041 million, $50,395 million and $41,460 million, respectively. During 1994,
1993 and 1992, respectively, gross gains of $577 million, $1,316 million and
$676 million, and gross losses of $561 million, $96 million and $152 million
were realized on those sales. Realized investment gains and losses are
determined by specific identification.

MORTGAGE LOANS

Mortgage loans are collateralized by properties located throughout the
United States and Canada. At December 31, 1994, approximately 12 percent and 11
percent of the properties are located in California and Illinois, respectively.
Generally, the Company (as the lender) requires that a minimum of one-fourth of
the purchase price of the underlying real estate be paid by the borrower.

55
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

As of December 31, 1994 and 1993, the mortgage loan investments were
categorized as follows:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Office Buildings........................................................ 36% 36%
Retail.................................................................. 17% 18%
Residential............................................................. 21% 20%
Agricultural............................................................ 18% 15%
Other................................................................... 8% 11%
--- ---
100% 100%
--- ---
--- ---
</TABLE>

FINANCIAL INSTRUMENTS

The Company has a securities lending program whereby large blocks of
securities are loaned to third parties, primarily major brokerage firms. Company
policy requires a minimum of 102 percent of the fair value of the loaned
securities to be separately maintained as collateral for the loans. The
collateral is recorded in memorandum records and not reflected in the
accompanying balance sheets. To further minimize the credit risks related to
this lending program, the Company regularly monitors the financial condition of
counterparties to these agreements.

During the normal course of business, the Company agrees with independent
parties to purchase or sell bonds over fixed or variable periods of time. The
off-balance sheet risks related to changes in the quality of the underlying
bonds are mitigated by the fact that commitment periods are generally short in
duration and provisions in the agreements release the Company from its
commitments in case of significant changes in the financial condition of the
independent party or the issuer of the bond.

The Company engages in a variety of derivative transactions with respect to
the general account. Those derivatives, such as forwards, futures, options,
foreign exchange agreements and swaps, which do not themselves generate interest
or dividend income, are acquired or sold in order to hedge or reduce risks
applicable to assets held, or expected to be purchased or sold, and liabilities
incurred or expected to be incurred. The Company does not engage in trading of
these derivatives.

In 1994, the Company engaged in three primary derivatives strategies. The
Company entered into a number of anticipatory hedges using forwards to limit the
interest rate exposures of investments in debt securities expected to be
acquired within one year. The Company also hedged a number of investments in
debt securities denominated in foreign currencies by executing swaps and
forwards to ensure a U.S. dollar rate of return. In addition, the Company
purchased a limited number of interest rate caps to hedge against rising
interest rates on a portfolio of assets which the Company purchased to match the
liabilities which it incurred.

Income and expenses related to derivatives used to hedge or manage risks are
recorded on the accrual basis as an adjustment to the yield of the related
securities over the periods covered by the derivative contracts. Gains and
losses relating to early terminations of interest rate swaps used to hedge or
manage interest rate risk are deferred and amortized over the remaining period
originally covered by the swap. Gains and losses relating to derivatives used to
hedge the risks associated with anticipated transactions are deferred and
utilized to adjust the basis of the transaction once it has closed. If it is
determined that the transaction will not close, such gains and losses are
included in realized capital gains and losses.

Unrealized gains relating to open bond purchase agreements were $4.1 and
$7.0 million at December 31, 1994 and 1993, respectively. Unrealized gains
(losses) relating to open bond sales agreements were $.8 million and $(.2)
million at December, 31 1994 and 1993, respectively.

56
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

ASSETS ON DEPOSIT

As of December 31, 1994 and 1993, the Company had assets on deposit with
regulatory agencies of $5,145 million and $4,966 million, respectively.

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS

The Company has reinsurance agreements with certain of its life insurance
subsidiaries. Reserves for insurance assumed pursuant to these agreements are
included in reserves for life and health insurance and annuities and amounted to
$1,193 million and $1,142 million at December 31, 1994 and 1993, respectively.

In the normal course of business, the Company assumes and cedes reinsurance
with other insurance companies. The financial statements are shown net of ceded
reinsurance. The amounts related to reinsurance agreements, including agreements
described above but excluding certain agreements with non-affiliates for which
the Company provides administrative services, are as follows:

<TABLE>
<CAPTION>
1994 1993 1992
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Reinsurance premiums assumed..................................... $ 237 $ 264 $ 331
Reinsurance ceded:
Premiums..................................................... 77 86 90
Other income................................................. 1 3 51
Reduction in insurance liabilities (at December 31).......... 31 28 36
</TABLE>

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

During 1994, the Company entered into agreements whereby the Company
acquired, in part through reinsurance effective in January, 1995, the group
life, dental, disability, accidental death and dismemberment, vision and
long-term care insurance businesses from Travelers and certain of its
subsidiaries for $403 million, $53 million of which was paid in 1994. In
January, 1995, the Company received assets with a fair market value equal to the
$1,565 million of liabilities assumed under the reinsurance agreements. The
reinsured businesses will be converted to Company contracts at policy
anniversary date, subject to contractholder and regulatory approval.

In 1993, the Company assumed $1,540 million of life insurance and annuity
reserves of a New York life insurance company under rehabilitation and received
assets having a fair value equal to the reserves assumed.

57
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

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

<TABLE>
<CAPTION>
1994 1993 1992
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Balance at January 1....................................... $ 1,588 $ 1,517 $ 1,446
Less reinsurance recoverables.......................... 1 1 --
--------- --------- ---------
Net balance at January 1................................... 1,587 1,516 1,446
--------- --------- ---------
Incurred related to:
Current year........................................... 1,780 1,797 1,803
Prior years............................................ (7) (40) (12)
--------- --------- ---------
Total incurred............................................. 1,773 1,757 1,791
--------- --------- ---------
Paid related to:
Current year........................................... 1,260 1,306 1,327
Prior years............................................ 393 380 394
--------- --------- ---------
Total paid................................................. 1,653 1,686 1,721
--------- --------- ---------
Net balance at December 31................................. 1,707 1,587 1,516
Plus reinsurance recoverables.......................... 1 1 --
--------- --------- ---------
Balance at December 31..................................... $ 1,708 $ 1,588 $ 1,516
--------- --------- ---------
--------- --------- ---------
</TABLE>

6. FEDERAL INCOME TAXES

The Company's federal income tax return is consolidated with certain
affiliates. The consolidating companies have executed a tax allocation
agreement. Under this agreement, the federal income tax provision is computed on
a separate return basis. Members receive reimbursement to the extent that their
losses and other credits result in a reduction of the current year's
consolidated tax liability.

Federal income tax expense has been calculated in accordance with the
provisions of the Internal Revenue Code, as amended (the Code). Under the Code,
the amount of federal income tax expense includes an equity tax calculated by a
prescribed formula that incorporates a differential earnings rate between stock
and mutual life insurance companies.

Total federal income taxes on operations and realized capital gains of $192
million, $596 million and $545 million were incurred in 1994, 1993 and 1992,
respectively.

7. EMPLOYEE BENEFIT PLANS

PENSION PLANS

The Company has defined benefit pension plans covering all eligible
employees and sales representatives of the Company and certain of its
subsidiaries. The Company is both the sponsor and administrator of these plans.
Retirement benefits are based on years of credited service and final average
earnings' history. The Company's funding policy is to make the minimum
contribution required by the Employee Retirement Income Security Act of 1974
(ERISA). Prior to 1993, the Company recognized defined benefit pension plan
costs based on amounts contributed to the plans. In 1992, the United States
tax-qualified plan was fully funded under ERISA. As a result, the Company did
not make a contribution to the plan. Total pension expense of nonqualified plans
of the Company was $10 million in 1992.

58
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

As of January 1, 1993 the Company adopted the provisions of Statement of
Financial Accounting Standards No. 87, EMPLOYERS' ACCOUNTING FOR PENSIONS (SFAS
No. 87), which require accrual basis accounting for pension costs. Components of
the net periodic pension cost (credit) for the years ended December 31, 1994 and
1993 for the defined benefit qualified and non-qualified pension plans are as
follows:

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

The assumed long-term rate of return on assets used in determining the net
periodic pension cost (credit) was 8.5 percent. The Company is recognizing the
unrecognized net asset at transition, attributable to the adoption of SFAS No.
87 in 1993, over the average remaining service period at the transition date of
employees expected to receive benefits under the pension plans.

The funded status of the qualified and non-qualified defined benefit pension
plans and a comparison of the accumulated benefit obligation, plan assets and
projected benefit obligation at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
--------- ---------
(IN MILLIONS)
<S> <C> <C>
Actuarial present value of obligations:
Vested........................................................... $ 2,266 $ 2,297
Non-vested....................................................... 47 120
--------- ---------
Accumulated benefit obligation....................................... $ 2,313 $ 2,417
--------- ---------
--------- ---------
Plan assets at contract value........................................ $ 2,900 $ 3,081
Projected benefit obligation......................................... 2,676 2,728
--------- ---------
Plan assets in excess of projected benefit obligation................ 224 353
Unrecognized prior service cost...................................... 92 5
Unrecognized net loss from past experience different from that
assumed............................................................ 33 1
Unrecognized net asset at transition................................. (365) (374)
--------- ---------
Prepaid pension cost at December 31.................................. $ (16) $ (15)
--------- ---------
--------- ---------
</TABLE>

The prepaid pension cost is a non-admitted asset and is not included in the
accompanying balance sheets.

The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation was 8.5 percent for 1994 and 7.5
percent for 1993 in the United States and 7.25 percent for 1994 and 7.0 percent
for 1993 in Canada. The weighted average assumed rate of increase in future
compensation levels was 5.0 percent in 1994 and 1993. In addition, several other
factors, such as expected retirement dates and mortality, enter into the
determination of the actuarial present value of the accumulated benefit
obligation.

The pension plans' assets are principally comprised of investment contracts
issued by the Company.

59
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

SAVINGS AND INVESTMENT PLAN

The Company sponsors a savings and investment plan available for
substantially all employees under which the Company matches a portion of
employee contributions. During 1994, 1993 and 1992, the Company contributed $42
million, $48 million and $46 million, respectively, to the plan.

OTHER POSTRETIREMENT BENEFITS

The Company also provides certain postretirement health care and life
insurance benefits for retired employees through insurance contracts.
Substantially all of the Company's employees may, in accordance with the plans
applicable to such benefits, become eligible for these benefits if they attain
retirement age, with sufficient service, while working for the Company.

Effective January 1, 1993, the costs of nonpension postretirement benefits
were required to be recognized on an accrual basis in accordance with guidelines
prescribed by insurance regulatory authorities. Such guidelines require the
recognition of a postretirement benefit obligation for current retirees and
fully eligible or vested employees. As prescribed by the guidelines, the Company
has elected to recognize over a twenty year period the unrecognized
postretirement benefit asset and obligation (net asset and obligation at
transition) in existence on January 1, 1993 (effective date of guidelines).

The following table sets forth the postretirement health care and life
insurance plans' combined status reconciled with the amounts included in the
Company's balance sheets at December 31, 1994 and 1993:

<TABLE>
<CAPTION>
1994 1993
------------------------------ ------------------------------
OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED
------------- --------------- ------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Accumulated postretirement benefit obligations of retirees
and fully eligible participants............................ $ (262) $ (787) $ (275) $ (859)
Plan assets (Company insurance contracts) at contract
value...................................................... 393 358 375 331
------ ------ ------ ------
Plan assets in excess of (less than) accumulated
postretirement benefit obligation.......................... 131 (429) 100 (528)
Unrecognized net loss from past experience different from
that assumed and from changes in assumptions............... (6) (44) 21 27
Prior service cost not yet recognized in net periodic
retirement benefit cost.................................... (5) -- -- --
Unrecognized (asset) obligation at transition................ (108) 464 (114) 496
------ ------ ------ ------
Prepaid (Accrued) non-pension postretirement benefit cost at
December 31................................................ $ 12 $ (9) $ 7 $ (5)
------ ------ ------ ------
------ ------ ------ ------
</TABLE>

60
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The components of the net periodic non-pension postretirement benefit cost
for the years ended December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
--------- ---------
(IN MILLIONS)
<S> <C> <C>
Service cost............................................................... $ 31 $ 32
Interest cost on accumulated postretirement benefit obligation............. 76 87
Return on plan assets (Company insurance contracts)........................ (37) (36)
Amortization of transition asset and obligation............................ 18 20
Net amortization and deferrals............................................. (10) (17)
--- ---
Net periodic non-pension postretirement benefit cost....................... $ 78 $ 86
--- ---
--- ---
</TABLE>

The assumed health care cost trend rate used in measuring the accumulated
non-pension postretirement benefit obligation was 11.0 percent in 1994 and 12.0
percent in 1993, gradually decreasing to 6.5 percent and 5.5 percent,
respectively, over twelve years. The weighted average discount rate used in
determining the accumulated postretirement benefit obligation was 8.5 percent
and 7.5 percent at December 31, 1994 and 1993, respectively.

If the health care cost trend rate assumptions were increased one percent,
the accumulated postretirement benefit obligation as of December 31, 1994 and
1993 would be increased 7.1 percent and 7.2 percent, respectively. The effect of
this change on the sum of the service and interest cost components of the net
periodic postretirement benefit cost for the years ended December 31, 1994 and
1993 would be an increase of 7.9 percent and 7.8 percent, respectively.

Prior to 1993, the Company had established reserves to provide for a portion
of the future costs of postretirement health care. The balance of such reserves
was $265 million at December 31, 1992 and was included in the plan assets of the
underfunded plans in determining their unrecognized obligation at transition.

8. LEASES

LEASE INCOME

During 1994, 1993 and 1992, the Company received $1,786 million, $1,482
million and $1,343 million, respectively, in lease income related to its
investment real estate. In accordance with standard industry practice, certain
of the Company's lease agreements with retail tenants result in income that is
contingent on the level of the tenants' sales revenues.

LEASE EXPENSE

The Company has entered into various lease agreements for office space, data
processing and other equipment. Rental expense under such leases was $193
million, $214 million and $193 million for the years ended December 31, 1994,
1993 and 1992, respectively. Future gross minimum rental payments under non-
cancelable leases are as follows (in millions):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
--------------------------------------------------------------
<S> <C>
1995.......................................................... $ 112
1996.......................................................... 94
1997.......................................................... 72
1998.......................................................... 55
1999.......................................................... 38
Thereafter.................................................... 119
---------
Total..................................................... $ 490
---------
---------
</TABLE>

61
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

9. OTHER COMMITMENTS AND CONTINGENCIES

GUARANTEES

The Company has entered into certain arrangements in the course of its
business which, under certain circumstances, may impose significant financial
obligations on the Company. The Company has entered into a support agreement
with a subsidiary whereby the Company has agreed to maintain the subsidiary's
net worth at one dollar or more. At December 31, 1994, the subsidiary's assets,
which principally consist of loans to affiliates, amounted to $2,927 million and
its net worth amounted to $10 million.

In addition, the Company has entered into arrangements with certain of its
subsidiaries and affiliates to assist such subsidiaries and affiliates in
meeting various jurisdictions' regulatory requirements regarding capital and
surplus. The Company has also entered into a support arrangement with respect to
the reinsurance obligations of a subsidiary.

No material payments have been made under these arrangements and it is the
opinion of management that any payments required pursuant to these arrangements
would not likely have a material adverse effect on the Company's financial
position.

LITIGATION

In 1993, the Florida Department of Insurance commenced regulatory
proceedings, and in 1993 and 1994 other governmental authorities (including
other state insurance departments) commenced investigations, with respect to
alleged violations relating to the Company's individual life insurance sales
practices. The Company has entered into consent agreements with respect to
various investigations and proceedings involving the payment of fines and
policyholder restitution payments, including with all insurance departments.
Litigation relating to these practices has been instituted by private parties
and additional investigations and litigation relating to the Company's sales
practices may be commenced.

Various litigation, claims and assessments against the Company, in addition
to the aforementioned and those otherwise provided for in the Company's
financial statements, have arisen in the course of the Company's business,
including in connection with its activities as an insurer, employer, investor
and taxpayer. In certain of these and the other matters referred to in this
note, including actions with multiple plaintiffs, very large and/or
indeterminate amounts, including punitive damages, are sought.

While it is not feasible to predict or determine the ultimate outcome of
these matters, it is the opinion of the Company's management that their outcome,
after consideration of the provisions made in the Company's financial
statements, is not likely to have a material adverse effect on the Company's
financial position.

10. SURPLUS NOTES

In 1993, the Company issued two series of surplus notes in the aggregate
principal amount of $700 million. Interest on the surplus notes is scheduled to
be paid semi-annually; principal payments are scheduled to be paid upon
maturity. Such payments of interest and principal may be made only with the
prior approval of the Superintendent of Insurance of the State of New York
(Superintendent). The carrying values of the surplus notes at December 31, 1994
and 1993 are shown below (in millions):

<TABLE>
<S> <C>
6.30% surplus notes scheduled to mature on November 1, 2003....... $ 400
7.45% surplus notes scheduled to mature on November 1, 2023....... 300
---------
Total..................................................... $ 700
---------
---------
</TABLE>

62
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Subject to the prior approval of the Superintendent, the 7.45% surplus notes
may be redeemed, as a whole or in part, at the election of the Company at any
time on or after November 1, 2003. During 1994, the Company obtained
Superintendent approval for and made total interest payments of $48 million on
the surplus notes.

11. FAIR VALUE INFORMATION

The estimated fair value amounts of financial instruments presented below
have been determined by the Company using market information available as of
December 31, 1994 and 1993 and appropriate valuation methodologies. However,
considerable judgment is necessarily required to interpret market data to
develop the estimates of fair value for financial instruments for which there
are no available market value quotations.

The estimates presented below are not necessarily indicative of the amounts
the Company could have realized in a market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts.

<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
AMOUNT VALUE FAIR VALUE
----------- --------- -----------
(IN MILLIONS)
<S> <C> <C> <C>
DECEMBER 31, 1994:
Assets
Bonds.............................................................................. $ 65,592 $ 63,194
Stocks............................................................................. 3,672 3,660
Mortgage loans..................................................................... 14,524 14,269
Policy loans....................................................................... 3,964 3,645
Cash and short-term investments.................................................... 2,334 2,334
Liabilities
Investment contracts:
Reserves for life and health insurance and annuities............................. 16,354 16,370
Policy proceeds and dividends left with the Company.............................. 3,534 3,519
Premium deposit funds............................................................ 14,006 13,997
Other financial instruments
Bond purchase agreements........................................................... $ 2,755 4.1
Bond sales agreements.............................................................. 1,450 0.8
Interest rate swaps................................................................ 272 (7.1)
Interest rate caps................................................................. 185 (0.1)
Foreign currency swaps............................................................. 36 (0.4)
Foreign currency forwards.......................................................... 4 (0.2) (0.1)
Covered call options............................................................... 25 (1.9) 1.9
Unused lines of credit............................................................. 1,450 1.0
</TABLE>

63
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
AMOUNT VALUE FAIR VALUE
----------- --------- -----------
(IN MILLIONS)
DECEMBER 31, 1993:
<S> <C> <C> <C>
Assets
Bonds.............................................................................. 62,954 67,307
Stocks............................................................................. 3,191 3,204
Mortgage loans..................................................................... 15,460 16,598
Policy loans....................................................................... 3,628 3,650
Cash and short-term investments.................................................... 1,372 1,372
Liabilities
Investment contracts:
Reserves for life and health insurance and annuities............................. 16,852 17,310
Policy proceeds and dividends left with the Company.............................. 2,874 2,918
Premium deposit funds............................................................ 14,720 15,639
Other Financial Instruments
Bond purchase agreements........................................................... 1,090 7.0
Bond sales agreements.............................................................. 86 (0.2)
Interest rate swaps................................................................ 355 3.2
Interest rate caps................................................................. 110 0.1
Interest rate futures.............................................................. 1,375 2.7 0.9
Foreign currency forwards.......................................................... 11 (0.1) (0.1)
Covered call options............................................................... 25 (1.9) 1.9
Unused lines of credit............................................................. 920 0.9
</TABLE>

For bonds that are publicly traded, estimated fair value was obtained from
an independent market pricing service. Publicly traded bonds represented
approximately 77 percent of the carrying value and estimated fair value of the
total bonds as of December 31, 1994 and 76 percent of the carrying value and
estimated fair value of the total bonds as of December 31, 1993. For all other
bonds, estimated fair value was determined by management, based on interest
rates, maturity, credit quality and average life. Included in bonds are loaned
securities with estimated fair values of $5,154 and $6,440 at December 31, 1994
and 1993, respectively. Estimated fair values of stocks were generally based on
quoted market prices, except for investments in common stock of subsidiaries,
which are based on equity in net assets of the subsidiaries. Estimated fair
values of mortgage loans were generally based on discounted projected cash flows
using interest rates offered for loans to borrowers with comparable credit
ratings and for the same maturities. Estimated fair values of policy loans were
based on discounted projected cash flows using U.S. Treasury rates to
approximate interest rates and Company experience to project patterns of loan
accrual and repayment. For cash and short-term investments, the carrying amount
is a reasonable estimate of fair value.

Included in reserves for life and health insurance and annuities, policy
proceeds and dividends left with the Company and premium deposit funds are
amounts classified as investment contracts representing policies or contracts
that do not incorporate significant insurance risk. The fair values for these
liabilities are estimated using discounted projected cash flows, based on
interest rates being offered for similar contracts with maturities consistent
with those remaining for the contracts being valued. Policy proceeds and
dividends left with the Company also include other liabilities without defined
durations. The estimated fair value of such liabilities, which generally are of
short duration or have periodic adjustments of interest rates, approximates
their carrying value.

64
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Estimated fair values of bond purchase/sale agreements were based on fees
charged to enter into similar arrangements or on the estimated cost to terminate
the outstanding agreements. For interest rate and foreign currency swaps,
interest rate caps, interest rate futures, foreign currency forwards, and
covered call options, estimated fair value is the amount at which the contracts
could be settled based on estimates obtained from dealers. The Company had
unused lines of credit under agreements with various banks. The estimated fair
values of unused lines of credit were based on fees charged to enter into
similar agreements.

12. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FOR MUTUAL LIFE INSURANCE COMPANIES

The Company, as a mutual life insurance company, prepares its financial
statements in conformity with accounting practices prescribed or permitted by
the Insurance Department of the State of New York (statutory financial
statements) which currently are considered to be generally accepted accounting
principles (GAAP) for mutual life insurance companies. However, the Financial
Accounting Standards Board has issued Interpretation No. 40, APPLICABILITY OF
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO MUTUAL LIFE INSURANCE AND OTHER
ENTERPRISES (Interpretation). The Interpretation, as amended, is effective for
1996 annual financial statements and thereafter and will no longer allow
statutory financial statements to be described as being prepared in conformity
with GAAP. Upon the effective date of the Interpretation, in order for their
financial statements to be described as being prepared in conformity with GAAP,
mutual life insurance companies will be required to adopt all applicable
authoritative GAAP pronouncements in any general purpose financial statements
that they may issue. The Company has not quantified the effects of the
application of the Interpretation on its financial statements. The Company has
not yet determined whether for general purposes it will continue to issue
statutory financial statements or statements adopting all applicable
authoritative GAAP pronouncements or what state insurance regulatory
requirements will be in this regard.

65
<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors
Metropolitan Life Insurance Company:

We have audited the accompanying statements of assets and liabilities of the
Growth, Income, Money Market, Diversified, International Stock, Stock Index, and
Aggressive Growth Divisions of Metropolitan Life Separate Account UL (the
"Separate Account") as of December 31, 1994 and (i) the related statements of
operations for the year then ended and of changes in net assets for the periods
presented and (ii) the related statement of operations and of changes in net
assets for the Equity Income Division of the Separate Account for the periods
presented. These financial statements are the responsibility of the Separate
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1994 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets of the Growth, Income, Money Market, Diversified,
International Stock, Stock Index and Aggressive Growth Divisions of Metropolitan
Life Separate Account UL at December 31, 1994 and the results of their
operations for the year ended and the changes in their net assets for the
periods presented and the results of operations and the changes in net assets
for the Equity Income Division of Metropolitan Life Separate Account UL for the
periods presented in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, New York
February 21, 1995

66
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1994

<TABLE>
<CAPTION>
MONEY INTERNATIONAL STOCK AGGRESSIVE
GROWTH INCOME MARKET DIVERSIFIED STOCK INDEX GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
----------- ----------- ---------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in Metropolitan Series
Fund, Inc. at Value (Note 1A):
Growth Portfolio (3,126,905 shares;
cost $71,559,090)................... $68,204,061 -- -- -- -- -- --
Income Portfolio (1,349,759 shares;
cost $16,981,527)................... -- $15,277,928 -- -- -- -- --
Money Market Portfolio (408,296
shares; cost $4,376,443)............ -- -- $4,278,942 -- -- -- --
Diversified Portfolio (4,133,830
shares; cost $58,920,188)........... -- -- -- $55,389,191 -- -- --
International Stock Portfolio (931,219
shares; cost $12,140,650)........... -- -- -- -- $11,453,995 -- --
Stock Index Portfolio (351,106 shares;
cost $4,974,203).................... -- -- -- -- -- $4,870,538 --
Aggressive Growth Portfolio (1,168,438
shares; cost $17,903,148)........... -- -- -- -- -- -- $25,769,900
----------- ----------- ---------- ----------- ------------ ---------- -----------
Total Investments................... 68,204,061 15,277,928 4,278,942 55,389,191 11,453,995 4,870,538 25,769,900
Cash and Accounts Receivable.......... -- -- 15,741 159 -- -- --
----------- ----------- ---------- ----------- ------------ ---------- -----------
Total Assets........................ 68,204,061 15,277,928 4,294,683 55,389,350 11,453,995 4,870,538 25,769,900
LIABILITIES........................... 320,471 73,993 -- 307,944 74,237 23,697 177,636
----------- ----------- ---------- ----------- ------------ ---------- -----------
NET ASSETS............................ $67,883,590 $15,203,935 $4,294,683 $55,081,406 $11,379,758 $4,846,841 $25,592,264
----------- ----------- ---------- ----------- ------------ ---------- -----------
----------- ----------- ---------- ----------- ------------ ---------- -----------
</TABLE>

See Notes to Financial Statements.

67
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1994
--------------------------------------------------------------------------------------
MONEY INTERNATIONAL STOCK AGGRESSIVE
GROWTH INCOME MARKET DIVERSIFIED STOCK INDEX GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
----------- ----------- --------- ----------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 2)..... $ 2,102,595 $ 1,095,377 $ 159,064 $ 2,180,187 $ 552,003 $ 166,667 $ 59,310
Expenses:
Mortality and expense
charges (Note 3)..... 573,160 123,709 28,833 445,575 66,988 34,485 157,561
----------- ----------- --------- ----------- ------------ --------- -----------
Net investment income
(loss)................... 1,529,435 971,668 130,231 1,734,612 485,015 132,182 (98,251)
----------- ----------- --------- ----------- ------------ --------- -----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss)
from security
transactions............. 53,162 (9,894) (79,321) 22,275 80,235 5,039 5,076
Unrealized appreciation
(depreciation) of
investments.............. (4,282,800) (1,415,108) 36,172 (3,636,719) (842,359) (129,802) (100,707)
----------- ----------- --------- ----------- ------------ --------- -----------
Net realized and unrealized
(loss) on investments
(Note 1B)................ (4,229,638) (1,425,002) (43,149) (3,614,444) (762,124) (124,763) (95,631)
----------- ----------- --------- ----------- ------------ --------- -----------
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING FROM
OPERATIONS............... $(2,700,203) $ (453,334) $ 87,082 $(1,879,832) $ (277,109) $ 7,419 $(193,882)
----------- ----------- --------- ----------- ------------ --------- -----------
----------- ----------- --------- ----------- ------------ --------- -----------

<CAPTION>
FOR THE PERIOD
JANUARY 1, 1994
TO
MAY 31, 1994
----------------
EQUITY
INCOME
DIVISION
----------------
<S> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 2)..... $ 42,483
Expenses:
Mortality and expense
charges (Note 3)..... 12,585
----------------
Net investment income
(loss)................... 29,898
----------------
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss)
from security
transactions............. 124,362
Unrealized appreciation
(depreciation) of
investments.............. (230,040)
----------------
Net realized and unrealized
(loss) on investments
(Note 1B)................ (105,678)
----------------
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING FROM
OPERATIONS............... $ (75,780)
----------------
----------------
</TABLE>

See Notes to Financial Statements.

68
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
GROWTH DIVISION INCOME DIVISION MONEY MARKET DIVISION
----------------------------- --------------------------- ---------------------------

FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------------
1994 1993 1994 1993 1994 1993
------------- ------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss).................... $ 1,529,435 $ 2,617,052 $ 971,668 $ 609,573 $ 130,231 $ 146,678
Net realized gain (loss)
from security
transactions.............. 53,162 8,035 (9,894) 6,670 (79,321) 6,421
Unrealized appreciation
(depreciation) of
investments............... (4,282,800) 695,731 (1,415,108) (184,720) 36,172 (123,981)
------------- ------------- ------------ ------------ ------------ ------------
Net increase (decrease) in net
assets resulting from
operations.................. (2,700,203) 3,320,818 (453,334) 431,523 87,082 29,118
------------- ------------- ------------ ------------ ------------ ------------
From capital transactions:
Net premiums................ 45,546,952 40,049,492 10,328,856 7,948,255 6,425,154 6,312,949
Net portfolio transfers..... (2,746,223) (2,500,892) 48,939 (631,563) (6,647,524) (1,104,540)
Other net transfers......... (16,398,757) (11,007,354) (3,317,903) (1,839,468) (703,798) (419,843)
Substitutions (Note 4)...... -- -- -- -- -- --
------------- ------------- ------------ ------------ ------------ ------------
Net increase (decrease) in net
assets resulting from
capital transactions........ 26,401,972 26,541,246 7,059,892 5,477,224 (926,168) 4,788,566
------------- ------------- ------------ ------------ ------------ ------------
NET CHANGE IN NET ASSETS...... 23,701,769 29,862,064 6,606,558 5,908,747 (839,086) 4,817,684
Net Assets--beginning of
period...................... 44,181,821 14,319,757 8,597,377 2,688,630 5,133,769 316,085
------------- ------------- ------------ ------------ ------------ ------------
Net Assets--end of period..... $ 67,883,590 $ 44,181,821 $ 15,203,935 $ 8,597,377 $ 4,294,683 $ 5,133,769
------------- ------------- ------------ ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------ ------------

DIVERSIFIED DIVISION
----------------------------

1994 1993
------------- ------------
<S> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss).................... $ 1,734,612 $ 1,659,787
Net realized gain (loss)
from security
transactions.............. 22,275 9,471
Unrealized appreciation
(depreciation) of
investments............... (3,636,719) 85,745
------------- ------------
Net increase (decrease) in net
assets resulting from
operations.................. (1,879,832) 1,755,003
------------- ------------
From capital transactions:
Net premiums................ 41,263,327 31,674,509
Net portfolio transfers..... (4,980,679) (2,096,786)
Other net transfers......... (14,095,050) (7,219,029)
Substitutions (Note 4)...... 2,235,074 --
------------- ------------
Net increase (decrease) in net
assets resulting from
capital transactions........ 24,422,672 22,358,694
------------- ------------
NET CHANGE IN NET ASSETS...... 22,542,840 24,113,697
Net Assets--beginning of
period...................... 32,538,566 8,424,869
------------- ------------
Net Assets--end of period..... $ 55,081,406 $ 32,538,566
------------- ------------
------------- ------------
</TABLE>

See Notes to Financial Statements.

69
<PAGE>
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH
DIVISION
----------------------------
FOR THE
PERIOD
APRIL 30,
1993
(COMMENCE-
MENT OF
INTERNATIONAL STOCK OPERATIONS)
DIVISION STOCK INDEX DIVISION TO
-------------------------- --------------------------
------------------------------------------------------- DECEMBER 31,
1994 1993 1994 1993 1994 1993
------------ ----------- ------------ ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss).................... $ 485,015 $ 80,828 $ 132,182 $ 39,160 $ (98,251) $ 428,816
Net realized gain (loss)
from security
transactions.............. 80,235 4,348 5,039 9,163 5,076 251
Unrealized appreciation
(depreciation) of
investments............... (842,359) 160,860 (129,802) 26,167 (100,707) (70,919)
------------ ----------- ------------ ----------- ------------- ------------
Net increase (decrease) in net
assets resulting from
operations.................. (277,109) 246,036 7,419 74,490 (193,882) 358,148
------------ ----------- ------------ ----------- ------------- ------------
From capital transactions:
Net premiums................ 11,498,165 2,388,448 4,316,325 2,750,898 28,325,697 8,610,628
Net portfolio transfers..... 1,014,621 298,362 (301,802) (234,914) (15,434) 394,049
Other net transfers......... (3,556,411) (433,678) (1,454,580) (525,148) (10,302,089) (1,584,853)
Substitutions (Note 4)...... -- -- -- -- -- --
------------ ----------- ------------ ----------- ------------- ------------
Net increase (decrease) in net
assets resulting from
capital transactions........ 8,956,375 2,253,132 2,559,943 1,990,836 18,008,174 7,419,824
------------ ----------- ------------ ----------- ------------- ------------
NET CHANGE IN NET ASSETS...... 8,679,266 2,499,168 2,567,362 2,065,326 17,814,292 7,777,972
Net Assets--beginning of
period...................... 2,700,492 201,324 2,279,479 214,153 7,777,972 --
------------ ----------- ------------ ----------- ------------- ------------
Net Assets--end of period..... $ 11,379,758 $ 2,700,492 $ 4,846,841 $ 2,279,479 $ 25,592,264 $ 7,777,972
------------ ----------- ------------ ----------- ------------- ------------
------------ ----------- ------------ ----------- ------------- ------------

EQUITY INCOME
DIVISION
-----------------------------
FOR THE
PERIOD
JANUARY 1, 1994

TO
MAY 31, 1994 1993
--------------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss).................... $ 29,898 $ 128,500
Net realized gain (loss)
from security
transactions.............. 124,362 83,779
Unrealized appreciation
(depreciation) of
investments............... (230,040) 193,319
--------------- -----------
Net increase (decrease) in net
assets resulting from
operations.................. (75,780) 405,598
--------------- -----------
From capital transactions:
Net premiums................ 4,262 1,933,101
Net portfolio transfers..... (195,289) (134,339)
Other net transfers......... (119,397) (751,296)
Substitutions (Note 4)...... (2,235,074) --
--------------- -----------
Net increase (decrease) in net
assets resulting from
capital transactions........ (2,545,498) 1,047,466
--------------- -----------
NET CHANGE IN NET ASSETS...... (2,621,278) 1,453,064
Net Assets--beginning of
period...................... 2,621,278 1,168,214
--------------- -----------
Net Assets--end of period..... -- $ 2,621,278
--------------- -----------
--------------- -----------
</TABLE>

70
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994

Metropolitan Life Separate Account UL (the "Separate Account") is a
multi-division unit investment trust registered under the Investment Company Act
of 1940 and presently consists of seven investment divisions. The assets in each
division are invested in shares of the corresponding portfolio of the
Metropolitan Series Fund, Inc. (the "Fund"). Each portfolio has varying
investment objectives relative to growth of capital and income.

The Separate Account was formed by Metropolitan Life Insurance Company
("Metropolitan Life") on December 13, 1988, and registered as a unit investment
trust on January 5, 1990. The assets of the Separate Account are the property of
Metropolitan Life.

A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principles, is set forth below:

1. SIGNIFICANT ACCOUNTING POLICIES

A. VALUATION OF INVESTMENTS

Investments in shares of the Fund are valued at the reported net asset values of
the respective portfolios. A summary of investments of the seven
designated portfolios of the Fund in which the seven investment divisions
of the Separate Account invest as of December 31, 1994 is included as
Note 5. The methods used to value the Fund's investments at December 31,
1994 are described in Note 1A of the Fund's 1994 Annual Report.

B. SECURITY TRANSACTIONS

Purchases and sales are recorded on the trade date. Realized gains and losses on
sales of investments are determined on the basis of identified cost.

C. FEDERAL INCOME TAXES

In the opinion of counsel of Metropolitan Life, the Separate Account will be
treated as a part of Metropolitan Life and its operations, and the
Separate Account will not be taxed separately as a "regulated investment
company" under existing law. Metropolitan Life is taxed as a life
insurance company. The policies permit Metropolitan Life to charge
against the Separate Account any taxes, or reserves for taxes,
attributable to the maintenance or operation of the Separate Account.
Metropolitan Life does not anticipate, under existing law, that any
federal income taxes will be charged against the Separate Account in
determining the value of amounts under a policy.

D. NET PREMIUMS

Metropolitan Life deducts a sales load and a state premium tax charge from
premiums before amounts are allocated to the Separate Account. A charge
is also imposed in connection with certain of the policies to recover a
portion of the Federal income taxes imposed.

2. DIVIDENDS

On April 27, 1994 and December 27, 1994, the Fund declared dividends for all
shareholders of record on April 27, 1994 and December 28, 1994, respectively.
The amount of dividends received by the Separate Account was $6,357,686. The
dividends were paid to Metropolitan Life on April 28, 1994 and December 29,
1994, respectively, and were immediately reinvested in additional shares of the
portfolios in which each of the investment divisions invest. As a result of
these reinvestments, the number of shares of the Fund held by each of the eight
investment divisions increased by the following: Growth Portfolio 96,408 shares,
Income Portfolio

71
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
96,709 shares, Money Market Portfolio 15,185 shares, Diversified Portfolio
162,080 shares, International Stock Portfolio 45,527 shares, Stock Index
Portfolio 12,005 shares, Aggressive Growth Portfolio 2,718 shares and Equity
Income Portfolio 3,459 shares.

3. EXPENSES

With respect to assets in the Separate Account that support certain
policies, Metropolitan Life applies a daily charge against the Separate Account
for the mortality and expense risks assumed by Metropolitan Life. This charge is
equivalent to the effective annual rate of .90% of the average daily value of
the net assets in the Separate Account which are attributable to such policies.

4. SUBSTITUTION OF DIVISION

On June 1, 1994, the net assets of the Equity Income Division were
transferred to the Diversified Division under a substitution plan.

72
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
METROPOLITAN SERIES FUND, INC.

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
GROWTH INCOME MONEY MARKET
PORTFOLIO PORTFOLIO PORTFOLIO
------------ ------------ ------------
VALUE VALUE VALUE
(NOTE 1A) (NOTE 1A) (NOTE 1A)
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace................... $ 20,959,150 (2.8%)
Automotive.................. 16,150,224 (2.2%)
Banking..................... 31,892,350 (4.3%)
Business Services........... 12,260,650 (1.6%)
Chemical.................... 24,521,462 (3.3%)
Computer Software &
Service................... 34,045,574 (4.6%)
Diversified................. 16,033,912 (2.1%)
Drug........................ 26,788,950 (3.6%)
Electrical Equipment........ 19,456,500 (2.6%)
Electronics................. 47,569,025 (6.4%)
Financial Services.......... 25,441,887 (3.4%)
Food & Beverage............. 18,511,087 (2.5%)
Forest Products............. 7,812,500 (1.0%)
Hospital Supply............. 49,427,050 (6.6%)
Hotel & Restaurant.......... 13,197,550 (1.8%)
Insurance................... 54,197,313 (7.3%)
Machinery................... 34,433,888 (4.6%)
Metals & Mining............. 7,420,350 (1.0%)
Office Equipment............ 14,949,000 (2.0%)
Oil......................... 51,062,325 (6.8%)
Oil Service................. 4,657,450 (0.6%)
Personal Care............... 21,715,725 (2.9%)
Railroad.................... 5,214,913 (0.7%)
Recreation.................. 52,022,768 (7.0%)
Retail Trade................ 62,162,599 (8.3%)
Tobacco..................... 15,128,250 (2.0%)
Utilities-Telephone......... 34,371,679 (4.6%)
------------
Total Common Stock 721,404,131 (96.6%)
------------
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Banking..................... $ 9,254,569 (3.4%)
Financial Services.......... 27,734,809 (10.1%)
Trust Certificate/Government
Sponsored................. 5,662,860 (2.0%)
Industrial.................. 29,809,909 (10.8%)
Mortgage Backed............. 12,700,837 (4.6%)
------------
Total Corporate Bonds....... 85,162,984 (30.9%)
------------
Foreign Obligations......... 21,470,745 (7.8%)
Federal Agency Obligations.. 38,268,695 (13.9%)
Federal Treasury
Obligations............... 107,411,913 (39.0%)
Yankee Bonds................ 13,272,164 (4.8%)
------------
180,423,517 (65.5%)
------------
SHORT-TERM OBLIGATIONS
Commercial Paper............ 29,575,000 (4.0%) 4,288,000 (1.5%) $24,636,373 (61.7%)
Federal Agency Obligations.. 10,450,234 (26.1%)
Federal Treasury
Obligations............... 4,681,675 (11.7%)
------------ ------------ ------------
Total Short-Term
Obligations............... 29,575,000 (4.0%) 4,288,000 (1.5%) 39,768,282 (99.5%)
------------ ------------ ------------
TOTAL INVESTMENTS........... 750,979,131 (100.6%) 269,874,501 (97.9%) 39,768,282 (99.5%)
Other Assets Less
Liabilities............... (4,546,013) (-0.6%) 5,784,174 (2.1%) 193,016 (0.5%)
------------ ------------ ------------
NET ASSETS.................... $746,433,118 (100.0%) $275,658,675 (100.0%) $39,961,298 (100.0%)
------------ ------------ ------------
------------ ------------ ------------

<CAPTION>
DIVERSIFIED
PORTFOLIO
------------
VALUE
(NOTE 1A)
<S> <C> <C>
COMMON STOCK
Aerospace................... $ 13,559,212 (1.5%)
Automotive.................. 10,667,124 (1.2%)
Banking..................... 21,998,660 (2.5%)
Business Services........... 7,229,425 (0.8%)
Chemical.................... 14,403,037 (1.6%)
Computer Software &
Service................... 23,676,637 (2.7%)
Diversified................. 9,473,362 (1.1%)
Drug........................ 17,866,706 (2.0%)
Electrical Equipment........ 13,530,300 (1.5%)
Electronics................. 31,022,062 (3.5%)
Financial Services.......... 17,090,300 (1.9%)
Food & Beverage............. 11,832,763 (1.3%)
Forest Products............. 5,244,675 (0.6%)
Hospital Supply............. 32,743,163 (3.7%)
Hotel & Restaurant.......... 8,614,275 (1.0%)
Insurance................... 37,290,913 (4.2%)
Machinery................... 22,783,613 (2.6%)
Metals & Mining............. 5,022,750 (0.6%)
Office Equipment............ 8,989,200 (1.0%)
Oil......................... 33,044,638 (3.7%)
Oil Service................. 3,214,013 (0.4%)
Personal Care............... 14,737,375 (1.7%)
Railroad.................... 3,195,788 (0.3%)
Recreation.................. 34,265,383 (3.8%)
Retail Trade................ 42,133,136 (4.7%)
Tobacco..................... 10,200,500 (1.1%)
Utilities-Telephone......... 21,620,188 (2.4%)
------------
Total Common Stock 475,449,198 (53.4%)
------------
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Banking..................... 11,918,968 (1.3%)
Financial Services.......... 32,054,579 (3.6%)
Trust Certificate/Government
Sponsored................. 7,373,930 (0.8%)
Industrial.................. 38,958,583 (4.4%)
Mortgage Backed............. 12,469,471 (1.4%)
------------
Total Corporate Bonds....... 102,775,531 (11.5%)
------------
Foreign Obligations......... 31,495,592 (3.5%)
Federal Agency Obligations.. 58,653,757 (6.6%)
Federal Treasury
Obligations............... 182,885,804 (20.5%)
Yankee Bonds................ 18,276,008 (2.0%)
------------
291,311,161 (32.6%)
------------
SHORT-TERM OBLIGATIONS
Commercial Paper............ 20,030,000 (2.2%)
Federal Agency Obligations..
Federal Treasury
Obligations...............
------------
Total Short-Term
Obligations............... 20,030,000 (2.2%)
------------
TOTAL INVESTMENTS........... 889,565,890 (99.6%)
Other Assets Less
Liabilities............... 3,259,838 (0.3%)
------------
NET ASSETS.................... $892,825,728 (100.0%)
------------
------------
</TABLE>

73
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
METROPOLITAN SERIES FUND, INC.

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1994--(CONTINUED)

<TABLE>
<CAPTION>
INTERNATIONAL STOCK
PORTFOLIO
-------------------------
VALUE
(NOTE 1A)
<S> <C> <C>
COMMON STOCK
Banks.................................................................................... $ 8,984,741 (3.3%)
Breweries................................................................................ 1,327,022 (0.5%)
Chemicals................................................................................ 7,729,999 (2.8%)
Construction............................................................................. 9,779,253 (3.6%)
Currency Funds........................................................................... 813,668 (0.3%)
Distributors............................................................................. 3,422,179 (1.3%)
Diversified Industrials.................................................................. 4,425,444 (1.6%)
Electricals/Electronics.................................................................. 20,533,757 (7.5%)
Electricity.............................................................................. 1,602,788 (0.6%)
Engineering.............................................................................. 27,125,360 (9.9%)
Engineering--Vehicles.................................................................... 2,670,580 (1.0%)
Extractive Industries.................................................................... 32,111,522 (11.8%)
Food Manufacturing....................................................................... 6,314,833 (2.3%)
Health Care.............................................................................. 773,150 (0.3%)
Hotels & Leisure......................................................................... 5,568,370 (2.0%)
Insurance................................................................................ 3,937,621 (1.4%)
Investment Trusts........................................................................ 1,467,689 (0.5%)
Media.................................................................................... 4,911,999 (1.8%)
Non-ferrous metals....................................................................... 1,948,182 (0.7%)
Offshore Funds........................................................................... 4,350,000 (1.6%)
Oil--Explor. & Production................................................................ 1,306,525 (0.5%)
Oil & Gas................................................................................ 5,041,791 (1.8%)
Other Financial.......................................................................... 14,198,647 (5.2%)
Other Services........................................................................... 34,117,541 (12.5%)
Pharmaceuticals.......................................................................... 8,670,049 (3.2%)
Print, Paper and Packaging............................................................... 2,638,385 (1.0%)
Property................................................................................. 8,292,827 (3.0%)
Retailers--General....................................................................... 6,260,332 (2.3%)
Retailers--Food.......................................................................... 1,421,439 (0.5%)
Spirits, Wines & Ciders.................................................................. 1,250,749 (0.5%)
Steel.................................................................................... 2,441,121 (0.9%)
Support Services......................................................................... 2,670,281 (1.0%)
Telecommunications....................................................................... 2,374,232 (0.9%)
Textiles & Apparel....................................................................... 1,557,229 (0.6%)
Tobacco.................................................................................. 568,299 (0.2%)
Transport................................................................................ 3,120,114 (1.1%)
Water.................................................................................... 971,728 (0.4%)
------------
Total Common Stock....................................................................... 246,699,446 (90.4%)
Convertible Bonds.......................................................................... 1,930,889 (0.7%)
------------
TOTAL INVESTMENTS.......................................................................... 248,600,335 (91.1%)
Other Assets Less Liabilities............................................................ 24,322,044 (8.9%)
------------
NET ASSETS................................................................................. $272,952,379 (100.0%)
------------
------------
</TABLE>

74
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
METROPOLITAN SERIES FUND, INC.

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1994--(CONTINUED)

<TABLE>
<CAPTION>
STOCK
VALUE INDEX
(NOTE 1A) PORTFOLIO
------------ -----------
<S> <C> <C>
COMMON STOCK
Aerospace.................................................................................... $ 6,538,161 (1.8%)
Airlines..................................................................................... 1,331,425 (0.4%)
Automotive................................................................................... 10,870,081 (3.0%)
Banking...................................................................................... 19,680,796 (5.4%)
Beverages.................................................................................... 1,651,187 (5.4%)
Building..................................................................................... .3,720,312 (1.0%)
Chemical..................................................................................... 14,261,861 (3.9%)
Container.................................................................................... 711,675 (0.2%)
Cosmetics.................................................................................... 2,957,800 (0.8%)
Drug......................................................................................... 19,276,560 (5.3%)
Electrical Connectors........................................................................ 1,134,750 (0.3%)
Electrical Equipment......................................................................... 13,073,600 (3.6%)
Electronics.................................................................................. 13,710,752 (3.8%)
Financial Services........................................................................... 8,622,591 (2.4%)
Foods........................................................................................ 10,491,945 (2.9%)
Hospital Management.......................................................................... 3,416,312 (0.9%)
Hospital Supply.............................................................................. 8,736,088 (2.4%)
Hotel & Restaurant........................................................................... 3,564,688 (1.0%)
Industrials--Miscellaneous................................................................... 6,389,914 (1.8%)
Insurance.................................................................................... 9,868,453 (2.7%)
Leisure...................................................................................... 521,950 (0.1%)
Machinery.................................................................................... 5,853,501 (1.6%)
Metals--Aluminum............................................................................. 1,653,226 (0.5%)
Metals--Gold................................................................................. 2,423,993 (0.7%)
Metals--Miscellaneous........................................................................ 1,305,223 (0.4%)
Metals--Steel & Iron......................................................................... 1,567,925 (0.4%)
Office Equipment............................................................................. 18,895,758 (5.2%)
Oil--Crude Producers......................................................................... 486,350 (0.1%)
Oil--Domestic................................................................................ 9,556,192 (2.6%)
Oil--International........................................................................... 21,798,100 (6.0%)
Oil Services................................................................................. 3,072,463 (0.8%)
Paper........................................................................................ 4,911,745 (1.4%)
Photography.................................................................................. 1,844,900 (0.5%)
Printing & Publishing........................................................................ 4,789,701 (1.3%)
Railroad..................................................................................... 3,840,297 (1.1%)
Recreation................................................................................... 9,157,283 (2.5%)
Retail Trade................................................................................. 21,265,402 (5.9%)
Services..................................................................................... 1,877,174 (0.5%)
Shoes........................................................................................ 810,475 (0.2%)
Soaps........................................................................................ 7,569,162 (2.1%)
Textiles & Apparel........................................................................... 953,387 (0.3%)
Tire & Rubber................................................................................ 998,686 (0.3%)
Toys & Musical Instruments................................................................... 341,122 (0.1%)
Transportation--Trucking..................................................................... 417,537 (0.1%)
Utilities--Electric.......................................................................... 12,855,450 (3.5%)
Utilities--Gas Distribution.................................................................. 1,721,001 (0.5%)
Utilities--Gas Pipeline...................................................................... 1,763,626 (0.5%)
Utilities--Telephone......................................................................... 30,036,901 (8.3%)
------------
TOTAL COMMON STOCK............................................................................. 350,297,481 (96.5%)
TOTAL SHORT-TERM OBLIGATIONS--COMMERCIAL PAPER................................................. 2,279,814 (0.6%)
------------
TOTAL INVESTMENTS.............................................................................. 352,577,295 (97.1%)
Other Assets Less Liabilities.................................................................. 10,423,659 (2.9%)
------------
NET ASSETS..................................................................................... $363,000,954 (100.0%)
------------ -----------
------------ -----------
</TABLE>

75
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
METROPOLITAN SERIES FUND, INC.

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1994--(CONCLUDED)

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH
PORTFOLIO
-----------------------
VALUE
(NOTE 1A)
------------
<S> <C> <C>
COMMON STOCK
Airline....................................................................................... $ 5,830,069 (1.0%)
Automotive.................................................................................... 3,646,925 (0.6%)
Business Services............................................................................. 15,348,074 (2.6%)
Chemical...................................................................................... 7,597,100 (1.3%)
Computer Software & Service................................................................... 58,319,949 (9.9%)
Diversified................................................................................... 5,953,812 (1.0%)
Drug.......................................................................................... 4,648,271 (0.8%)
Electrical Equipment.......................................................................... 2,040,694 (0.3%)
Electronics................................................................................... 113,792,622 (19.3%)
Financial Services............................................................................ 2,776,537 (0.5%)
Food & Beverage............................................................................... 6,814,469 (1.2%)
Hospital Supply............................................................................... 53,311,214 (9.0%)
Hotel & Restaurant............................................................................ 27,671,245 (4.7%)
Insurance..................................................................................... 42,157,350 (7.1%)
Machinery..................................................................................... 12,516,325 (2.1%)
Metal & Mining................................................................................ 5,716,525 (1.0%)
Office Equipment.............................................................................. 10,214,419 (1.7%)
Personal Care................................................................................. 12,922,075 (2.2%)
Printing & Publishing......................................................................... 4,873,388 (0.8%)
Recreation.................................................................................... 4,807,875 (0.8%)
Retail Trade.................................................................................. 94,963,253 (16.2%)
Textile & Apparel............................................................................. 21,661,181 (3.7%)
Utilities--Natural Gas........................................................................ 3,747,175 (0.6%)
Utilities--Telephone.......................................................................... 35,004,350 (5.9%)
------------
Total Common Stock............................................................................ 556,334,897 (94.3%)
TOTAL SHORT-TERM OBLIGATIONS--COMMERCIAL PAPER.................................................. 30,634,000 (5.2%)
------------
TOTAL INVESTMENTS............................................................................... 586,968,897 (99.5%)
Other Assets Less Liabilities................................................................... 3,077,952 (0.5%)
------------
NET ASSETS...................................................................................... $590,046,849 (100.0%)
------------
------------
</TABLE>

76
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF ASSETS AND LIABILITIES
(UNAUDITED)

JUNE 30, 1995

<TABLE>
<CAPTION>
MONEY INTERNATIONAL STOCK AGGRESSIVE
GROWTH INCOME MARKET DIVERSIFIED STOCK INDEX GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
----------- ----------- ---------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in Metropolitan Series
Fund, Inc. at Value (Note 1A):
Growth Portfolio (3,569,856 shares;
cost $82,135,301).................. $91,424,018 -- -- -- -- -- --
Income Portfolio (1,562,311 shares;
cost $19,598,981).................. -- $19,669,496 -- -- -- -- --
Money Market Portfolio (365,173
shares; cost $3,906,499)........... -- -- $3,932,909 -- -- -- --
Diversified Portfolio (4,593,281
shares; cost $65,600,448).......... -- -- -- $71,058,058 -- -- --
International Stock Portfolio
(1,189,180 shares; cost
$15,185,058)....................... -- -- -- -- $14,115,567 -- --
Stock Index Portfolio (520,800
shares; cost $7,597,384)........... -- -- -- -- -- $8,660,910 --
Aggressive Growth Portfolio
(1,571,570 shares; cost
$35,466,831)....................... -- -- -- -- -- -- $41,410,867
----------- ----------- ---------- ----------- ------------ ---------- -----------
Total Investments............... 91,424,018 19,669,496 3,932,909 71,058,058 14,115,567 8,660,910 41,410,867
Cash and Accounts Receivable........ 22,293 594 34,035 -- 1,013 10,016 18,900
----------- ----------- ---------- ----------- ------------ ---------- -----------
Total Assets.................... 91,446,311 19,670,090 3,966,944 71,058,058 14,116,580 8,670,926 41,429,767
LIABILITIES........................... 749,121 143,456 37,224 671,125 157,398 59,349 511,694
----------- ----------- ---------- ----------- ------------ ---------- -----------
NET ASSETS............................ $90,697,190 $19,526,634 $3,929,720 $70,386,933 $13,959,182 $8,611,577 $40,918,073
----------- ----------- ---------- ----------- ------------ ---------- -----------
----------- ----------- ---------- ----------- ------------ ---------- -----------
</TABLE>

See Notes to Financial Statements.

77
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL

STATEMENTS OF OPERATIONS

(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1995
--------------------------------------------------------------------------------------
MONEY INTERNATIONAL STOCK AGGRESSIVE
GROWTH INCOME MARKET DIVERSIFIED STOCK INDEX GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
----------- ---------- --------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 2).................... $ 724,688 $ 47,743 $ 1,598 $ 0 $ 19,003 $ 11,316 $ 0
Expenses:
Mortality and expense charges (Note
3)................................... 354,415 74,692 18,015 280,469 55,938 29,387 143,667
----------- ---------- --------- ----------- ------------ ---------- -----------
Net investment income (loss)............ 370,273 (26,949) (16,417) (280,469) (36,935) (18,071) (143,667)
----------- ---------- --------- ----------- ------------ ---------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss) from security
transactions........................... 93,310 (9,268) (13,838) 37,401 21,850 15,109 1,948
Unrealized appreciation (depreciation)
of investments......................... 12,643,746 1,774,114 123,912 8,988,607 (382,836) 1,167,191 6,115,662
----------- ---------- --------- ----------- ------------ ---------- -----------
Net realized and unrealized gain (loss)
on investments (Note 1B)............... 12,737,056 1,764,846 110,074 9,026,008 (360,986) 1,182,300 6,117,610
----------- ---------- --------- ----------- ------------ ---------- -----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS.............. $13,107,329 $1,737,897 $ 93,657 $8,745,539 $ (397,921) $1,164,229 $5,973,943
----------- ---------- --------- ----------- ------------ ---------- -----------
----------- ---------- --------- ----------- ------------ ---------- -----------
</TABLE>

See Notes to Financial Statements.

78
<PAGE>
(This page has been left blank intentionally.)

79
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
MONEY MARKET
GROWTH DIVISION INCOME DIVISION DIVISION
--------------------------------- --------------------------------- ----------------
FOR THE SIX FOR THE SIX FOR THE SIX
MONTHS ENDED FOR THE YEAR MONTHS ENDED FOR THE YEAR MONTHS ENDED
JUNE 30, ENDED JUNE 30, ENDED JUNE 30,
1995 DECEMBER 31, 1995 DECEMBER 31, 1995
(UNAUDITED) 1994 (UNAUDITED) 1994 (UNAUDITED)
---------------- --------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)..................... $ 370,273 $ 1,529,435 $ (26,949) $ 971,668 $ (16,417)
Net realized gain (loss)
from security transactions
........................... 93,310 53,162 (9,268) (9,894) (13,838)
Unrealized appreciation
(depreciation) of
investments ............... 12,643,746 (4,282,800) 1,774,114 (1,415,108) 123,912
---------------- --------------- ---------------- --------------- ----------------
Net increase (decrease) in
net assets resulting from
operations ................ 13,107,329 (2,700,203) 1,737,897 (453,334) 93,657
---------------- --------------- ---------------- --------------- ----------------
From capital transactions:
Net premiums................ 20,023,306 45,546,952 5,069,902 10,328,856 1,772,463
Net portfolio transfers..... (1,830,544) (2,746,223) (691,563) 48,939 (1,794,692)
Other net transfers ........ (8,486,491) (16,398,757) (1,793,537) (3,317,903) (436,391)
Substitutions (Note 4)...... -- -- -- -- --
---------------- --------------- ---------------- --------------- ----------------
Net increase (decrease) in
net assets resulting from
capital transactions....... 9,706,271 26,401,972 2,584,802 7,059,892 (458,620)
---------------- --------------- ---------------- --------------- ----------------
NET CHANGE IN NET ASSETS ..... 22,813,600 23,701,769 4,322,699 6,606,558 (364,963)
Net Assets--beginning of
period ...................... 67,883,590 44,181,821 15,203,935 8,597,377 4,294,683
---------------- --------------- ---------------- --------------- ----------------
Net Assets--end of period .... $ 90,697,190 $ 67,883,590 $ 19,526,634 $ 15,203,935 $ 3,929,720
---------------- --------------- ---------------- --------------- ----------------
---------------- --------------- ---------------- --------------- ----------------

DIVERSIFIED DIVISION
---------------------------------
FOR THE SIX
FOR THE YEAR MONTHS ENDED FOR THE YEAR
ENDED JUNE 30, ENDED
DECEMBER 31, 1995 DECEMBER 31,
1994 (UNAUDITED) 1994
--------------- ---------------- ---------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)..................... $ 130,231 $ (280,469) $ 1,734,612
Net realized gain (loss)
from security transactions
........................... (79,321) 37,401 22,275
Unrealized appreciation
(depreciation) of
investments ............... 36,172 8,988,607 (3,636,719)
--------------- ---------------- ---------------
Net increase (decrease) in
net assets resulting from
operations ................ 87,082 8,745,539 (1,879,832)
--------------- ---------------- ---------------
From capital transactions:
Net premiums................ 6,425,154 16,189,374 41,263,327
Net portfolio transfers..... (6,647,524) (2,674,005) (4,980,679)
Other net transfers ........ (703,798) (6,955,381) (14,095,050)
Substitutions (Note 4)...... -- -- 2,235,074
--------------- ---------------- ---------------
Net increase (decrease) in
net assets resulting from
capital transactions....... (926,168) 6,559,988 24,422,672
--------------- ---------------- ---------------
NET CHANGE IN NET ASSETS ..... (839,086) 15,305,527 22,542,840
Net Assets--beginning of
period ...................... 5,133,769 55,081,406 32,538,566
--------------- ---------------- ---------------
Net Assets--end of period .... $ 4,294,683 $ 70,386,933 $ 55,081,406
--------------- ---------------- ---------------
--------------- ---------------- ---------------
</TABLE>

See Notes to Financial Statements.

80
<PAGE>

<TABLE>
<CAPTION>
AGGRESSIVE
INTERNATIONAL STOCK DIVISION STOCK INDEX DIVISION GROWTH DIVISION
--------------------------------- --------------------------------- ----------------
FOR THE SIX FOR THE SIX FOR THE SIX
MONTHS ENDED FOR THE YEAR MONTHS ENDED FOR THE YEAR MONTHS ENDED
JUNE 30, ENDED JUNE 30, ENDED JUNE 30,
1995 DECEMBER 31, 1995 DECEMBER 31, 1995
(UNAUDITED) 1994 (UNAUDITED) 1994 (UNAUDITED)
---------------- --------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)..................... $ (36,935) $ 485,015 $ (18,071) $ 132,182 $ (143,667)
Net realized gain (loss)
from security transactions
........................... 21,850 80,235 15,109 5,039 1,948
Unrealized appreciation
(depreciation) of
investments ............... (382,836) (842,359) 1,167,191 (129,802) 6,115,662
---------------- --------------- ---------------- --------------- ----------------
Net increase (decrease) in
net assets resulting from
operations ................ (397,921) (277,109) 1,164,229 7,419 5,973,943
---------------- --------------- ---------------- --------------- ----------------
From capital transactions:
Net premiums................ 6,352,969 11,498,165 3,322,077 4,316,325 15,540,837
Net portfolio transfers..... (750,641) 1,014,621 306,186 (301,802) 62,085
Other net transfers ........ (2,624,983) (3,556,411) (1,027,756) (1,454,580) (6,251,056)
Substitutions (Note 4)...... -- -- -- -- --
---------------- --------------- ---------------- --------------- ----------------
Net increase (decrease) in
net assets resulting from
capital transactions....... 2,977,345 8,956,375 2,600,507 2,559,943 9,351,866
---------------- --------------- ---------------- --------------- ----------------
NET CHANGE IN NET ASSETS ..... 2,579,424 8,679,266 3,764,736 2,567,362 15,325,809
Net Assets--beginning of
period ..................... 11,379,758 2,700,492 4,846,841 2,279,479 25,592,264
---------------- --------------- ---------------- --------------- ----------------
Net Assets--end of period .... $ 13,959,182 $ 11,379,758 $ 8,611,577 $ 4,846,841 $ 40,918,073
---------------- --------------- ---------------- --------------- ----------------
---------------- --------------- ---------------- --------------- ----------------

FOR THE YEAR
ENDED
DECEMBER 31,
1994
---------------
<S> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)..................... $ (98,251)
Net realized gain (loss)
from security transactions
........................... 5,076
Unrealized appreciation
(depreciation) of
investments ............... (100,707)
---------------
Net increase (decrease) in
net assets resulting from
operations ................ (193,882)
---------------
From capital transactions:
Net premiums................ 28,325,697
Net portfolio transfers..... (15,434)
Other net transfers ........ (10,302,089)
Substitutions (Note 4)...... --
---------------
Net increase (decrease) in
net assets resulting from
capital transactions....... 18,008,174
---------------
NET CHANGE IN NET ASSETS ..... 17,814,292
Net Assets--beginning of
period ..................... 7,777,972
---------------
Net Assets--end of period .... $ 25,592,264
---------------
---------------
</TABLE>

81
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1995

Metropolitan Life Separate Accont UL (the "Separate Account") is a
multi-division unit investment trust registered under the Investment Company Act
of 1940 and presently consists of seven investment divisions. The assets in each
division are invested in shares of the corresponding portfolio of the
Metropolitan Series Fund, Inc. (the "Fund"). Each portfolio has varying
investment objectives relative to growth of capital and income.

A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principles, is set forth below:

1. SIGNIFICANT ACCOUNTING POLICIES

A. VALUATION OF INVESTMENTS

Investments in shares of the Fund are valued at the reported net asset
values of the respective portfolios.

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 policies permit Metropolitan Life to charge
against the Separate Account any taxes, or reserves for taxes,
attributable to the maintenance or operation of the Separate Account.
Metropolitan Life does not anticipate, under existing law, that any
federal income taxes will be charged against the Separate Account in
determining the value of amounts under a policy.

D. NET PREMIUMS

Metropolitan Life deducts a sales load and a state premium tax charge
from premiums before amounts are allocated to the Separate Account. A
charge is also imposed in connection with certain of the policies to
recover a portion of the Federal income taxes imposed.

2. DIVIDENDS

On April 19, 1995 the Fund declared dividends for all shareholders of record
on April 25, 1995. The amount of dividends received by the Separate Account was
$804,348. The dividends were paid to Metropolitan Life on April 26, 1995 and
were immediately reinvested in additional shares of the portfolios in which the
investment divisions invest. As a result of this reinvestment, the number of
shares of the Fund held by each of the seven investment divisions increased by
the following: Growth Portfolio 30,330 shares, Income Portfolio 3,970 shares,
Money Market Portfolio 150 shares, Diversified Portfolio 0 shares, International
Stock Portfolio 1,581 shares, Stock Index Portfolio 727 shares, and Aggressive
Growth Portfolio 0 shares.

82
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. EXPENSES

4. SUBSTITUTION OF DIVISION

On June 1, 1994, the net assets of the Equity Income Division were
transferred to the Diversified Division under a substitution plan.

83
<PAGE>
APPENDIX TO PROSPECTUS
OPTIONAL INCOME PLANS

The insurance proceeds when the covered person dies, the proceeds payable on
the Final Date, or the cash surrender value payable on full surrender of a
Certificate, instead of being paid in one lump sum, may be applied under one or
more of the following income plans. Values under the income plans do not depend
upon the investment experience of a separate account. The selection of an income
plan can have significant federal income tax consequences associated with the
Certificate proceeds. Owners and beneficiaries should consult with qualified tax
advisers in this regard.

OPTION 1. Interest income

The amount applied will earn interest which will be paid monthly.
Withdrawals of at least $500 each may be made at any time by written request.

OPTION 2. Installment Income for a Stated Period

Monthly installment payments will be made so that the amount applied, with
interest, will be paid over the period chosen (from 1 to 30 years).

OPTION 2A. Installment Income of a Stated Amount

Monthly installment payments of a chosen amount will be made until the
entire amount applied, with interest, is paid.

OPTION 3. Single Life Income-Guaranteed Payment Period

Monthly payments will be made during the lifetime of the payee with a chosen
guaranteed payment period of 10, 15 or 20 years.

OPTION 3A. Single Life Income-Guaranteed Return

Monthly payments will be made during the lifetime of the payee. If the payee
dies before the total amount applied under this plan has been paid, the
remainder will be paid in one sum as a death benefit.

OPTION 4. Joint and Survivor Life Income

Monthly payments will be made jointly to two persons during their lifetime
and will continue during the remaining lifetime of the survivor. A total payment
period of 10 years is guaranteed.

OTHER FREQUENCIES AND PLANS. Instead of monthly payments, the owner may
elect to have payments made quarterly, semiannually or annually. Other income
plans may be arranged with MetLife's approval.

CHOICE OF INCOME PLANS. See "Certificate Benefits--Optional Income Plans,"
page 22 and "Certificate Rights--Surrenders," page 36, regarding how optional
income plans may be chosen. When an income plan starts, a separate contract will
be issued describing the terms of the plan. Specimen contracts may be obtained
from the Administrative Office, and reference should be made to these forms for
further details.

LIMITATIONS. If the payee is not a natural person, the choice of an income
plan will be subject to MetLife's approval. A collateral assignment will modify
a prior choice of income plan. The amount due the assignee will be payable in
one sum and the balance will be applied under the income plan. A choice of an
income plan will not become effective unless each payment under the plan would
be at least $50. Income plan payments may not be assigned and, to the extent
permitted by law, will not be subject to the claims of creditors.

INCOME PLAN RATES. Amounts applied under the interest income and
installment income plans will earn interest at a rate set from time to time by
Metropolitan Life but never less than 3% per year. Life income payments will be
based on a rate set by MetLife and in effect on the date the amount to be
applied becomes payable, but never less than the minimum payments guaranteed in
the Certificate. Such minimum guaranteed payments are based on certain assumed
mortality rates and an interest rate of 3%.

84
<PAGE>
OPTIONAL INSURANCE BENEFITS

Optional insurance benefit riders may be attached to a Certificate, subject
to, their availability under the Group Policy, their availability under state
law, certain insurance underwriting requirements and the payment of additional
premiums. These riders are described in general terms below. Limitations and
conditions are contained in the riders, and the description below is subject to
the specific terms of the riders. A prospective purchaser may obtain a specimen
Certificate with riders from the Administrative Office. The duration, but not
the amount, of rider benefits may depend on the investment experience of a
separate account.

The following riders will be provided to all Owners if elected by the
participating entity:

WAIVER OF MONTHLY DEDUCTION DURING TOTAL DISABILITY. This rider waives the
entire monthly deduction during the "Total Disability" of the covered person if
the covered person is "Totally Disabled" for at least six months beginning prior
to age 60. "Total Disability" or "Totally Disabled" means that because of
sickness or an injury the covered person cannot do his or her job, and cannot do
any other job for which they are fit by education, training or experience.
Monthly deductions will continue to be waived until the earliest of the
following: (a) the date the covered person is no longer totally disabled, or (b)
the date the covered person does not give MetLife proof of Total Disability when
required, or (c) the day before the date the covered person becomes 65 years
old. If there has been an increase in the death benefit resulting from a request
by the Owner and the Owner at the time of the increase did not request or did
not qualify for this rider with respect to such increase, monthly deductions for
charges related to such increase will continue to be made against the cash value
of the Certificate. This could result in the cash value being insufficient to
cover the monthly deductions related to the increase. In such a case, the grace
period and termination provisions of the Certificate would apply only to such
increase in death benefit. Since the monthly deduction with respect to the
increase in the death benefit could reduce the cash value of the Certificate to
zero, it may be advantageous for the Owner, at the time of the total disability,
to reduce the death benefit to that amount which is subject to this rider .

ACCELERATED DEATH BENEFIT. This rider provides for a one-time discounted
payment of all or a portion of the death benefit to the Owner if the covered
person's life span has been drastically limited so that the covered person is
expected to die within six months or twelve months, as specified in the rider,
or is not expected recover from the cause of reduction in life span. In addition
some riders also provide this benefit if the covered person is permanently
confined to a Nursing Home and has a life expectancy of less than two years. The
size of the benefit payment and the maximum benefit are stated in the rider.
There are no premiums or rider fees for this rider. A payment of all the
discounted death benefit will not be subject to any surrender charges.

Upon payment of a portion of the death benefit, the death benefit under the
Certificate is reduced to reflect the amount of the payment. In addition, the
specified face amount, the cash value and the cash surrender value are reduced
by the same proportion as the amount of the reduction of the death benefit
divided by the death benefit prior to the payment. Any outstanding loan is
reduced and paid out of the proceeds of the portion only if such reduction is
necessary to keep the Certificate in force. Moreover, in the case of payment of
all of the death benefit, the amount of any outstanding Certificate loan will be
deducted from the payment.

The payment under this rider may be taxable or may affect eligibility for
benefits under state or federal law. Counsel and other competent advisors should
be consulted to determine the effect on an individual situation.

LIVING BENEFITS. This rider provides benefits in the form of living
benefits to the Owner or covered person when "Unable to Care" for the Covered
Person and when conditions specified in the rider are met. "Unable to Care"
means that the Owner or covered person is unable to perform specified activities
of daily living without human assistance each and every time performance of the
activities is necessary. This may include the following types of activities:
bathing, dressing, transferring/mobility, toileting/continence, and eating. The
amount of living benefits available under this rider will be an amount of up to
50% of the specified face amount on the date when the conditions specified in
this rider are met. However, the amount of Death Benefit payable at the covered
person's death will be reduced by the amount of living benefits paid. Living
benefits will not be paid for conditions resulting from, caused or contributed
by a mental or nervous condition, other than Alzheimer's disease; or alcohol or
drug abuse. Preexisting conditions may not be covered by this rider.

85
<PAGE>
The payment under this rider may be taxable or may affect eligibility for
benefits under state or federal law. Counsel and other competent advisors should
be consulted to determine the effect on an individual situation.

The following riders may be elected by either the participating entity or
the Owner, as set forth in the Policy or Certificate:

ACCIDENTAL DEATH BENEFIT. This rider provides additional insurance equal to
an amount stated in the Certificate if the covered person dies from an accident
prior to age 70. It also provides an additional amount equal to twice the stated
amount if the covered person dies from an accident occurring while the covered
person is a fare-paying passenger on a common carrier. This rider is available
at issue only.

ACCIDENTAL DEATH OR DISMEMBERMENT BENEFIT. In addition to benefits
described under "Accidental Death Benefits," above, this rider provides benefits
if a covered person is injured in an accident if the covered loss occurs not
more than 90 days after the date of an accident and prior to age 70. Covered
losses may include loss of life, a hand, foot or sight of an eye. The amount of
benefits on account of a covered person is the amount specified in the
Certificate.

DEPENDENT LIFE BENEFITS. This rider provides insurance on the life of a
dependent payable to the Owner or other designated beneficiary while the
benefits are in effect for that dependent on the date of death as set forth in
this rider. A dependent may be the Owner's spouse or unmarried child. A child
who may be covered includes a child who is supported solely by you and
permanently living in the home of which you are the head, a child who is legally
adopted or a stepchild who lives in your home. A child may be covered until age
19 and in some cases up to 23 years of age. A dependent child with a physical
handicap or mental retardation may continue to be a dependent. The amount of
dependent term insurance will be specified in the rider.

86
<PAGE>
METLIFE -REGISTERED TRADEMARK-

GV UL

GROUP VARIABLE UNIVERSAL LIFE

PROSPECTUSES FOR

- GROUP VARIABLE UNIVERSAL LIFE
INSURANCE POLICIES AND
CERTIFICATES

ISSUED BY

METROPOLITAN LIFE INSURANCE
COMPANY

- METROPOLITAN SERIES FUND, INC.

[ART]

VERSION 1
ML-GVUL (10/95 EDITION) PRINTED IN
U.S.A.

<TABLE>
<S> <C>
[LOGO] BULK RATE
METLIFE CUSTOMER SERVICE CENTER ZIP+4 BARCODED
177 SOUTH COMMONS DRIVE U.S. POSTAGE PAID
AURORA, ILLINOIS 60507 RUTLAND, VT
ADDRESS CORRECTION REQUESTED PERMIT 220
FORWARDING AND RETURN
POSTAGE GUARANTEED
</TABLE>

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER , 1995

OCTOBER 2, 1995
PROSPECTUS
FOR
GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES AND CERTIFICATES ISSUED UNDER
THE GROUP POLICIES
(Minimum Specified Face Amount For A Certificate-$10,000)
(Minimum Group Size-1,000 eligible lives)

Issued by
METROPOLITAN LIFE INSURANCE COMPANY

The Certificate provides for a death benefit payable at the covered person's
death. The death benefit varies because it includes the Certificate's cash value
in addition to a fixed insurance amount.

The Owner may withdraw or borrow a portion of the Certificate's cash
surrender value, or the Certificate may be fully surrendered, at any time,
subject to certain limitations.

The Owner has the flexibility to vary the frequency and amount of premium
payments, subject to certain restrictions and conditions.

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.
<PAGE>
THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN SERIES FUND, INC., WHICH CONTAINS ADDITIONAL INFORMATION ABOUT THE
FUND.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
1 Madison Avenue, New York, New York 10010 Telephone (800) 523-2894
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
DEFINITIONS...................................... A-3
SUMMARY.......................................... A-5
Who is the Issuer of the Group Policies and
Certificates?................................... A-5
What are Separate Account UL, the Fixed Account
and the Metropolitan Series Fund?............... A-5
What Death Benefit is Available under the
Certificate?.................................... A-6
What Flexibility Does an Owner have to Adjust the
Amount of the Death Benefit?.................... A-6
What Flexibility Does an Owner have in Connection
with Premium Payments?.......................... A-6
What Happens to Certificates when the
Participating Entity's Active Participation in
the Group Policy is Terminated?................. A-6
If the Participating Entity Continues to
Participate in the Group Policy, How Long Will
the Certificate Remain in Force?................ A-7
How are Net Premiums Allocated?.................. A-7
May the Certificate be Surrendered or the Cash
Value Partially Withdrawn?...................... A-7
Is There a "Free Look" Period?................... A-7
What is the Loan Privilege?...................... A-8
What Charges are Assessed in Connection with the
Certificate?.................................... A-8
What is the Tax Treatment of Cash Value?......... A-8
Is the Beneficiary Subject to Federal Income Tax
on the Death Benefit?........................... A-9
Is the Death Benefit or the Cash Value Subject to
Federal Estate Tax?............................. A-9
How should Premium Payments, Owner Requests and
Other Communications be sent to MetLife?........ A-9
SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND.... A-9
The Separate Account............................. A-9
Metropolitan Series Fund......................... A-10
CERTIFICATE BENEFITS............................. A-11
Death Benefit.................................... A-11
Cash Value....................................... A-12
Benefit at Final Date............................ A-20
Optional Income Plans............................ A-20
Optional Insurance Benefits...................... A-20
PAYMENT AND ALLOCATION OF PREMIUMS............... A-20

<CAPTION>
PAGE
---------
<S> <C>
Issuance of a Certificate........................ A-20
Premiums......................................... A-21
Allocation of Premiums and Cash Value............ A-21
Termination of Participating Entity Participation
in the Group Policy............................. A-23
Effect of Termination of Group Policy
Participation on Owners......................... A-23
Certificate Termination and Reinstatement While
the Group Policy is in Effect................... A-24
CHARGES AND DEDUCTIONS........................... A-24
Premium Expense Charges.......................... A-24
Monthly Deduction From Cash Value................ A-24
Charges Against the Separate Account............. A-26
Guarantee of Certain Charges..................... A-26
Other Charges.................................... A-26
ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUES, CASH
SURRENDER VALUES AND ACCUMULATED PREMIUMS....... A-27
CERTIFICATE RIGHTS............................... A-30
Loan Privileges.................................. A-30
Surrender and Withdrawal Privileges.............. A-31
Exchange Privilege............................... A-31
THE FIXED ACCOUNT................................ A-32
General Description.............................. A-32
Fixed Account Cash Value......................... A-32
Death Benefit, Transfer, Withdrawal, Surrender
and Certificate Loan Rights..................... A-33
RIGHTS RESERVED BY METLIFE....................... A-33
OTHER CERTIFICATE PROVISIONS..................... A-33
SALES AND ADMINISTRATION OF THE GROUP POLICIES
AND CERTIFICATES................................ A-34
DISTRIBUTION OF THE GROUP POLICIES AND
CERTIFICATES.................................... A-35
FEDERAL TAX MATTERS.............................. A-35
MANAGEMENT....................................... A-37
VOTING RIGHTS.................................... A-40
Right to Instruct Voting of Fund Shares.......... A-40
REPORTS.......................................... A-40
STATE REGULATION................................. A-41
REGISTRATION STATEMENT........................... A-41
LEGAL MATTERS.................................... A-41
EXPERTS.......................................... A-41
FINANCIAL STATEMENTS............................. A-41
APPENDIX TO PROSPECTUS........................... A-78
</TABLE>

A-2
<PAGE>
DEFINITIONS

BENEFICIARY--The beneficiary is the person or persons designated by the
Owner to receive the insurance proceeds upon the death of the covered person.

CASH SURRENDER VALUE--The cash value less any indebtedness and any accrued
and unpaid monthly deduction.

CASH VALUE--The sum of the Certificate cash values in the Fixed Account, the
investment divisions of the Separate Account and the Loan Account.

CERTIFICATE--The group variable universal life insurance certificates issued
under the group variable universal life insurance policy offered by MetLife and
described in this Prospectus.

CERTIFICATE MONTH--The month beginning on the monthly anniversary.

COVERED PERSON--The person upon whose life the Certificate is issued.

FINAL DATE--The certificate anniversary on which the covered person is age
95 or later if specified in the Certificate.

GENERAL ACCOUNT--The assets of MetLife other than those allocated to the
Separate Account or any other legally-segregated separate account.

GROUP--A participating entity and all Owners and/or people eligible to
become Owners under the participating entity's Group Policy.

A-3
<PAGE>
GROUP POLICY--For ease of reference in this Prospectus, this term includes
both the group variable universal life insurance policy that the participating
entity either participates in, is a party to or owns and which is offered by
MetLife and described in this Prospectus together with any administration
agreement entered into between the participating entity and MetLife.

INDEBTEDNESS--The total of any unpaid Certificate loan and loan interest.

INVESTMENT START DATE--The Date of Receipt of the first premium with respect
to a Certificate.

INVESTMENT DIVISION--A subdivision of the Separate Account. The assets in
each investment division are invested exclusively in the shares of a specified
portfolio.

MINIMUM GROUP SIZE--The minimum number of people in a group that is
necessary before an employer can purchase a Group Policy. The minimum group size
is currently 1,000 lives; however, MetLife reserves the right to issue a Group
Policy or provide coverage to a participating entity that does not meet the
minimum group size.

MONTHLY ANNIVERSARY--The same date in each month as the Date of Group Policy
or the date the Certificate is issued, as applicable. For purposes of the
Separate Account, whenever the monthly anniversary date falls on a date other
than a valuation date, the next valuation date will be deemed to be the monthly
anniversary.

OWNER--The person so designated in the enrollment form for the Certificate
or as subsequently changed.

PAID-UP--An election under the Certificate whereby the Owner may terminate
the death benefit (and any riders in effect) and use all or part of the cash
surrender value as a single premium for a paid-up benefit under the Certificate.
If the paid-up election is made, all or part of the remaining cash value in the
Certificate will be transferred to the General Account and may no longer be
allocated to the Separate Account or the Fixed Account. The Owner will receive
any remaining cash surrender value that is not used to purchase a paid-up
benefit. The paid-up benefit elected must not be more than can be purchased
using the Certificate's cash surrender value or more than the death benefit
under the Certificate at the time the election is made and must not be less than
$10,000.

PORTABLE--A status that occurs when a covered person is no longer part of
the participating entity's group. A Certificate becomes portable when an event
specified in the Certificate occurs. These events may include: termination of
the covered person's employment (other than through retirement) and retirement
as determined by the Participating Entity. An Owner of a portable Certificate
will no longer be deemed to be a member of the participating entity's group for
purposes of determining cost of insurance rates and charges.

PORTFOLIO--A portfolio represents a different class (or series) of stock of
Metropolitan Series Fund, Inc., a mutual fund in which the Separate Account
assets are invested.

PRO RATA BASIS--Allocations made in the same proportion that the
Certificate's cash value in the Fixed Account and the Certificate's cash value
in each investment division of the Separate Account bear to the Certificate's
total cash value (except for the cash value, if any, in the Loan Account) as of
the Date of Receipt of a request.

SPECIFIED FACE AMOUNT--The amount set forth in the Certificate.

A-4
<PAGE>
VALUATION DATE--Each day on which the New York Stock Exchange is open for
trading or, on days other than when the New York Stock Exchange is open, on
which it is determined that there is a sufficient degree of trading in the
Fund's portfolio securities that the current net asset value of its redeemable
securities might be materially affected. Valuations for any date other than a
Valuation Date will be determined as of the next Valuation Date.

SUMMARY

Unless the context indicates otherwise, this summary and the discussion in
the rest of this Prospectus assume that cash surrender values are sufficient to
pay all charges deducted on monthly anniversaries, that no Certificate loans
have been made and that no riders are in effect (see "Loan Privileges--Effect of
a Certificate Loan," page A-30, "Payment and Allocation of Premiums--Certificate
Termination and Reinstatement While the Group Policy is in Effect," page A-24,
and "Appendix to Prospectus," page A-78).

WHO IS THE ISSUER OF THE GROUP POLICIES AND CERTIFICATES?

WHAT ARE SEPARATE ACCOUNT UL, THE FIXED ACCOUNT AND THE METROPOLITAN SERIES
FUND?

The Owner may allocate the net premiums paid under the Certificate to one or
more of the investment divisions of the Separate Account, a separate investment
account of MetLife (see "The Separate Account," page A-9) and/or to a Fixed
Account established by MetLife. In some cases, however, the participating entity
may select the investment divisions available to Owners and may also retain the
right to allocate any net premiums it pays unless and until the covered person
retires (as determined by the participating entity) or the Owner's Certificate
becomes portable.

There are currently seven investment divisions available in the Separate
Account. The assets in each division are invested in a separate class (or
series) of stock of the Fund, a "series" type of mutual fund (see "Metropolitan
Series Fund," page A-10). Each class of stock represents a separate portfolio
within the Fund. The seven portfolios of the Fund which are currently available
to Owners are the Growth Portfolio, the Income Portfolio, the Money Market
Portfolio, the Diversified Portfolio, the Aggressive Growth Portfolio, the
International Stock Portfolio and the Stock Index Portfolio. The International
Stock Portfolio is not available in California. Net premiums allocated to the
Fixed Account are held in the General Account of MetLife.

A-5
<PAGE>
Street Research and GFM are subsidiaries of MetLife and their fees are the sole
responsibility of MetLife, and not the Fund. In addition to the investment
management fees, other direct expenses are charged against the assets of the
Fund.

For a full description of the Fund, see the prospectus for the Fund, which
is attached at the end of this Prospectus, and the Fund's Statement of
Additional Information referred to therein.

WHAT DEATH BENEFIT IS AVAILABLE UNDER THE CERTIFICATE?

In addition, an Owner has the flexibility to add optional insurance benefits
by riders specified in the Certificate. These may include a waiver of monthly
deduction during total disability rider; an accelerated death benefit rider, a
living benefits rider; an accidental death benefit rider; an accidental death or
dismemberment benefit rider; and a dependent life benefits rider (see
"Certificate Benefits--Optional Insurance Benefits," page A-20. The cost of
these optional insurance benefits will be deducted from the cash value as part
of the monthly deduction (see "Charges and Deductions--Monthly Deduction From
Cash Value," page A-24).

Proceeds under the Certificate may be received in cash or under one of the
available optional income plans described in the Appendix to Prospectus on page
A-78 (see "Certificate Benefits--Optional Income Plans," page A-20).

WHAT FLEXIBILITY DOES AN OWNER HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT?

After the first Certificate year, the Owner may increase the specified face
amount of the Certificate on a date or dates determined by the participating
entity and set forth in the Group Policy (see "Certificate Benefits," page
A-11).For employees of a participating entity, automatic increases in face
amount will be made in conjunction with each employee's salary increase on a
date or dates specified by the participating entity. Any increases in the death
benefit are subject to MetLife's underwriting rules (see "Certificate
Benefits--Change in Specified Face Amount," page A-11). Any face amount increase
also will result in additional charges (see "Certificate Benefits--Increases,"
and "Effect of Changes in Specified Face Amount on Charges," page A-11). The
specified face amount may also be decreased by the Owner after the first
Certificate year. The specified face amount may never be less than the minimum
specified face amount set forth in the Certificate. In no event will the
specified face amount be less than $10,000. An increase or decrease in the death
benefit may have tax consequences (see "Federal Tax Matters," page A-35).

WHAT FLEXIBILITY DOES AN OWNER HAVE IN CONNECTION WITH PREMIUM PAYMENTS?

If elected by a participating entity and authorized by the Owner, premiums
are paid through payroll deduction and are remitted to MetLife by such employer
on at least a monthly basis. If payroll deduction is not available, the Owner
may remit premiums to MetLife directly on a quarterly or annual basis. Premium
payments will not be credited to the Owner's Certificate until received by
MetLife. An Owner has considerable flexibility concerning the amount and
frequency of premium payments. An Owner need not pay any specific amount of
minimum premiums. Instead, an Owner may, subject to certain restrictions, make
premium payments in any amount and at any frequency. However, the Owner may be
required to make an unscheduled premium payment in order to keep the Certificate
in force (see "Payment and Allocation of Premiums," page A-20).

WHAT HAPPENS TO CERTIFICATES WHEN THE PARTICIPATING ENTITY'S ACTIVE
PARTICIPATION IN THE GROUP POLICY IS TERMINATED?

A-6
<PAGE>
Certificate is not terminated, different current charges may apply but the
guaranteed charges will not be greater than they were prior to the termination
of the Group Policy. (See "Effect of Termination of the Group Policy
Participation on Owners", page A-23).

IF THE PARTICIPATING ENTITY CONTINUES TO PARTICIPATE IN THE GROUP POLICY, HOW
LONG WILL THE CERTIFICATE REMAIN IN FORCE?

The Certificate will terminate only when its cash surrender value is
insufficient to pay the monthly deduction (see "Charges and Deductions--Monthly
Deduction from Cash Value," page A-24), and the grace period expires without a
sufficient payment being made (see "Certificate Termination and Reinstatement
While the Group Policy is in Effect--Termination," page A-24). Therefore,
failure to pay premiums will not automatically cause the Certificate to
terminate and payment of premiums does not guarantee that the Certificate will
remain in force until its final date.

HOW ARE NET PREMIUMS ALLOCATED?

The portion of the premium available for allocation ("net premium") equals
the premium paid less premium expense charges (see "Charges and
Deductions--Premium Expense Charges," page A-24). The participating entity or
Owner, as applicable, determines in the application for the Group Policy or
enrollment form for the Certificate, respectively, what portions, if any, of net
premiums paid by each are to be allocated to the investment divisions of the
Separate Account and/or to the Fixed Account. Allocations with respect to the
Fixed Account are effective as of the Investment Start Date. Allocations with
respect to the investment divisions of the Separate Account are effective as of
the Allocation Date, as explained more fully under "Payment and Allocation of
Premiums--Allocation of Premiums and Cash Value," page A-21. An Owner or
participating entity, as applicable, may change allocations of future net
premiums at any time without charge by notifying MetLife in writing, subject to
certain limitations (see "Payment and Allocation of Premiums-- Allocation of
Premiums and Cash Value," page A-21). Because investment performance of a
Separate Account investment division (unlike that of the Fixed Account) is not
guaranteed by MetLife, allocation of net premiums to the Separate Account
investment divisions increases the amount of investment risk to the Owner, and
allocation to the Fixed Account decreases such risk. On the other hand, the
potential benefit of the Fixed Account is limited to the return guaranteed by
MetLife plus any discretionary return declared by MetLife from time to time.

Subject to certain restrictions, currently, an Owner may transfer amounts
among the investment divisions of the Separate Account or between the Separate
Account and the Fixed Account without charge (see "Charges and Deductions," page
A-24). In the first 24 Certificate months, an Owner may transfer the entire
amount in the Separate Account to the Fixed Account without charge (see
"Certificate Rights--Exchange Privilege," page A-31 and "The Fixed
Account--Death Benefit, Transfer, Withdrawal, Surrender, and Certificate Loan
Rights," page A-33. An Owner may also elect to participate in one of the
systematic investment strategies (see "Allocation of Premiums and Cash
Value--Systematic Investment Strategies," page A-22).

MAY THE CERTIFICATE BE SURRENDERED OR THE CASH VALUE PARTIALLY WITHDRAWN?

The Owner may surrender the Certificate at any time and receive the cash
surrender value of the Certificate. Subject to certain limitations, the Owner
also may make partial withdrawals from the cash surrender value at any time
prior to the final date (see "Certificate Rights--Surrender and Withdrawal
Privileges," page A-31). Certificates under some Group Policies may be subject
to a transaction charge of up to $25. Surrenders and withdrawals may have
certain tax consequences (see "Federal Tax Matters," page A-35).

IS THERE A "FREE LOOK" PERIOD?

The Certificate provides for a free-look period that lasts until 10 days
after receipt (except where state law requires a longer period for replacement
policies or other reasons) or 45 days after the enrollment form has been
completed, whichever is later. The Owner may return the Certificate within this
period and MetLife will send the Owner a complete refund of any premiums paid
within 7 days. The refund of any premium paid by check, however, may be delayed
until the check has cleared the Owner's bank.

A-7
<PAGE>
or 45 days after the request for the increase has been completed. During this
period, the Owner may elect to terminate the increase, and all Certificate
values will be restored to what they would have been had the increase not
occurred. MetLife will also refund the amount of any premiums paid, to the
extent necessary for the Certificate to continue to be within the definition of
life insurance for federal income tax purposes (see "Premiums--Premium
Limitations," page A-21).

WHAT IS THE LOAN PRIVILEGE?

An Owner may obtain a Certificate loan at any time that the Certificate has
a loan value. Loans may be repaid at any time prior to the Final Date (see
"Certificate Rights--Loan Privileges," page A-30). Certificates under some Group
Policies may be subject to a transaction charge of up to $25. Loans are not
available for Owners who have exercised the paid-up Certificate provision,
except as otherwise required by law.

WHAT CHARGES ARE ASSESSED IN CONNECTION WITH THE CERTIFICATE?

PREMIUM EXPENSE CHARGES. Premium expense charges vary based on the Group
Policy under which the Certificate is issued. These charges may consist of a
charge of .35% of each premium payment to recover a portion of MetLife's
estimated cost for the federal income tax treatment of deferred acquisition
costs ("DAC tax charge") and a state premium tax charge of up to 5% of each
premium payment (see "Charges and Deductions--Premium Expense Charges," page
A-24).

No charges are currently made against the Separate Account for federal or
state income taxes with respect to earnings or capital gains which may be
attributable to the Separate Account. Should MetLife determine that such taxes
will be imposed, MetLife may make deductions from the Separate Account to pay
these taxes (see "Federal Tax Matters," page A-35). The imposition of such taxes
would result in a reduction of the cash value in the Separate Account.

WHAT IS THE TAX TREATMENT OF CASH VALUE?

Cash value under a Certificate is subject to the same federal income tax
treatment as cash value under a conventional fixed benefit life insurance
policy. Under existing tax law, if a Certificate is not a modified endowment
contract as discussed in the following paragraph, a Certificate owner generally
will be taxed on cash value withdrawn from the Certificate, the cash value
received upon surrender of the Certificate or the cash value distributed at the
Final Date of a Certificate only to the extent these amounts, when added to
previous distributions, exceed the total premiums paid. Amounts received upon
surrender or withdrawal or on the Final Date of a Certificate in excess of
premiums paid will be treated as ordinary income.

A-8
<PAGE>
IS THE BENEFICIARY SUBJECT TO FEDERAL INCOME TAX ON THE DEATH BENEFIT?

IS THE DEATH BENEFIT OR THE CASH VALUE SUBJECT TO FEDERAL ESTATE TAX?

The death benefit under the Certificate or the cash value may be subject to
federal estate tax (see "Federal Tax Matters," page A-35).

HOW SHOULD PREMIUM PAYMENTS, OWNER REQUESTS AND OTHER COMMUNICATIONS BE SENT TO
METLIFE?

SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND

THE SEPARATE ACCOUNT

Although the Separate Account is an integral part of MetLife, the Separate
Account is registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940 ("1940 Act").
Registration does not involve supervision of management or investment practices
or policies of the Separate Account or of MetLife by the Commission.

A-9
<PAGE>
METROPOLITAN SERIES FUND

On each Valuation Date, shares of each portfolio are purchased or redeemed
by MetLife for the Separate Account, based on, among other things, the amounts
of net premiums allocated to the Separate Account, dividends and distributions
reinvested, transfers to and among investment divisions, Certificate loans, loan
repayments and benefit payments to be effected pursuant to the terms of the
Certificates as of that date. Such purchases and redemptions for the Separate
Account are effected at the net asset value per share for each portfolio
determined as of 4:00 p.m., New York City time, on that same Valuation Date.

A-10
<PAGE>
CERTIFICATE BENEFITS

DEATH BENEFIT

As long as the Certificate remains in force (see "Certificate Termination
and Reinstatement While the Group Policy is in Effect--Termination," page A-24),
MetLife will, upon due proof of the covered person's death, pay the insurance
proceeds of the Certificate to the named beneficiary. The proceeds may be
received by the beneficiary in a single sum or under one or more of the
available optional income plans as described in the Appendix to Prospectus on
page A-78.

The death benefit is equal to the specified face amount of insurance plus
the cash value.

For the ages not listed, the progression between the listed ages is linear.

The death benefit provides insurance protection as well as possible build-up
of cash value. The death benefit varies as the cash value changes.

If the covered person dies on a date that is not a Valuation Date, the
amount of death benefit proceeds payable will be determined as of the next
Valuation Date.

CHANGE IN SPECIFIED FACE AMOUNT. Subject to certain limitations, an Owner,
after the first Certificate year may request an increase the specified face
amount of a Certificate on a date or dates determined by the participating
entity and set forth in the Group Policy (see "Decreases" and "Increases," on
pages A-11 and A-12). For Owners who are qualifying employees of employers who
are participating entities, automatic increases in face amount will be made in
conjunction with each employee's salary increases on a date or dates determined
by the participating entity, unless such employee notifies MetLife in writing
that no such automatic increases are desired. Any increases in the specified
face amount are subject to MetLife's underwriting rules which may include a
requirement for satisfactory evidence of the covered person's insurability. The
specified face amount may also be decreased by the Owner after the first
Certificate year. An increase or decrease in the death benefit may have tax
consequences (see "Federal Tax Matters," page A-35). Any increase or decrease in
the specified face amount requested by the Owner will become effective on the
monthly anniversary on or next following the date of approval of the request.

DECREASES. The specified face amount remaining in force after any requested
decrease may not be less than the minimum specified face amount as specified in
the Certificate. No decrease in the specified face amount will be permitted if
it would result in total premiums paid exceeding the then current maximum

A-11
<PAGE>
premium limitations determined by Internal Revenue Code rules (see
"Premiums--Premium Limitations," page A-21). For purposes of determining the
cost of insurance charge (see "Charges and Deductions--Cost of Insurance"; "Cost
of Insurance Rate"; and "Rate Class," page A-25), a decrease in the specified
face amount will reduce the specified face amount in the following order: (a)
the specified face amount provided by the most recent increases successively;
and (b) the specified face amount on the Date of Certificate.

INCREASES. Any requirements as to the minimum amount of an increase are
specified in the Certificate. Any increases in specified face amount are subject
to MetLife's underwriting rules.

EFFECT OF CHANGES IN SPECIFIED FACE AMOUNT ON CHARGES. A change in the
specified face amount may affect the net amount at risk which may affect an
Owner's cost of insurance charge (see "Charges and Deductions--Cost of
Insurance;" "Cost of Insurance Rate," "Rate Class," page A-25). This in turn can
affect the level of subsequent cash values and death benefit. A change in the
specified face amount may also affect the Certificate's status as a modified
endowment contract for tax purposes (see "Federal Tax Matters," page A-35).

CASH VALUE

The total cash value of a Certificate at any time is the sum of the
Certificate's cash values in the Fixed Account (see "The Fixed Account," page
A-32), the Loan Account (see "Certificate Rights--Loan Privileges," page A-30),
and the investment divisions of the Separate Account at such time. The
Certificate's cash value in the Separate Account may increase or decrease on
each Valuation Date depending on the investment return of the chosen investment
divisions of the Separate Account (see "Separate Account Net Investment Return,"
below). There is no guaranteed minimum cash value in the Separate Account.

CALCULATION OF SEPARATE ACCOUNT CASH VALUE. The portion of the first net
premium allocated to the investment divisions of the Separate Account under a
Certificate that is issued within the first Group Policy year will automatically
be allocated to the Money Market investment division from the Investment Start
Date to the Allocation Date. Otherwise, on each Valuation Date, the
Certificate's cash value in an investment division of the Separate Account will
equal:

(1) The cumulative amount of all net premium payments, transfers of cash value,
loan repayments and interest credited on Certificate loans that are
allocated to the investment division; minus

(2) Any cash value transferred, surrendered or withdrawn from the investment
division (including transfers to the Loan Account); minus

(3) The portion of all charges and deductions allocated to the Certificate's
cash value in the investment division (see "Charges and Deductions," page
A-24); plus or minus

(4) The cumulative net investment return (discussed below) on the amount of cash
value in the investment division.

The Certificate's total cash value in the Separate Account equals the sum of
the Certificate's cash value in each investment division.

A-12
<PAGE>
Each investment division is credited with a rate of net investment return
equal to its gross rate of investment return during the Valuation Period less
(1) an adjustment for the Separate Account's charge for mortality and expense
risks (equivalent to at least .45% and not more than .90% on an annual basis)
and (2) a charge for MetLife's taxes, if any such tax charge becomes necessary
in the future (see "Charges and Deductions--Charges Against the Separate
Account," page A-26). The investment division's gross rate of investment return
is equal to the rate of increase or decrease in the net asset value per share of
the underlying Fund portfolio over the Valuation Period, adjusted upward to take
appropriate account of any dividends paid by the portfolio during the period.

Depending primarily on the investment experience of the underlying Fund
portfolio, an investment division's net investment return may be either positive
or negative during a Valuation Period.

RATES OF RETURN. The rates of return for the portfolios of the Fund shown
below reflect all charges against the Fund portfolios. However there are
significant charges against the separate account, premiums and the cash value in
each Certificate that are not imposed against the Fund portfolios and are
therefore not reflected. These charges, i.e. charges against premiums, charges
for mortality and expense risks, the administration charge, and the cost of
insurance (see "Charges and Deductions--Premium Expense Charges," and "Monthly
Deduction from Cash Value," page A-24), significantly decrease the rates of
return on a given Certificate. The rate of return is computed in each case by
subtracting the net asset value per share at the beginning of the period from
the net asset value per share at the end of the period, adjusting for dividends
and dividing the result by the net asset value per share at the beginning of the
period. The resulting ratio is then annualized to obtain the Average Annual
Return during the entire period for which rates of return are shown. The
annualization makes the assumption that the rate of return does not vary from
any one year period to another and takes into account the effect of compounding.

Rates of return are useful for reviewing the effectiveness of Fund
management and for comparing the investment returns of the underlying Fund
portfolios. However, for the reasons stated above, no Owner should expect to
receive Fund return. The hypothetical historical illustrations that appear on
pages A-15 to A-20 demonstrate the effect on the underlying Fund Portfolios'
rates of return of all charges against the separate account, premiums and the
cash value in the Policy illustrated.

The first two columns shown for each investment division begin on the later
of the date the portfolio of the Fund in which it invests began operations and
the date the first registration statement relating to such portfolio was
declared effective by the Securities and Exchange Commission and end on the
dates indicated. Other periods shown begin on January 1st and end on December
31st of the following year. Thus the rates of return are based on the actual
historical experience of the Fund. The annual return for the International Stock
Portfolio was increased due to the voluntary assumption by MetLife of certain
expenses for the International Stock Portfolio of the Fund in 1993 (see
"Management of the Fund," in the prospectus for the Fund). This subsidization
affected annual return only by .01%. There was no subsidization in 1994.
<TABLE>
<CAPTION>
6/24/83- 6/24/83- 1/1/84- 1/1/85- 1/1/86- 1/1/87- 1/1/88- 1/1/89- 1/1/90- 1/1/91- 1/1/92-
12/31/94 12/31/83 12/31/84 12/31/85 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92
-------- ------- -------- -------- -------- ------- ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GROWTH........ 241.22% -4.60% 0.61% 34.80% 10.19% 5.67% 9.88% 39.96% -9.98% 33.18% 11.57%
INCOME........ 218.66% 2.00% 13.83% 27.21% 19.58% -1.98% 9.23% 13.42% 9.98% 17.42% 6.90%
MONEY MARKET.. 112.49% 4.86% 10.47% 8.13% 6.72% 6.22% 7.63% 9.25% 8.18% 6.10% 3.73%

<CAPTION>
AVERAGE
1/1/93- 1/1/94- ANNUAL
12/31/93 12/31/94 RETURN
-------- ------- --------
<S> <C> <C> <C>
GROWTH........ 14.41% -3.75% 11.24%
INCOME........ 11.32% -3.32% 10.58%
MONEY MARKET.. 2.90% 3.89% 6.76%
</TABLE>

<TABLE>
<CAPTION>
AVERAGE
7/25/86- 7/25/86- 1/1/87- 1/1/88- 1/1/89- 1/1/90- 1/1/91- 1/1/92- 1/1/93- 1/1/94- ANNUAL
12/31/94 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 RETURN
--------- ------- ------- ------- -------- -------- -------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIVERSIFIED... 112.17% 3.41% 3.54% 8.88% 23.26% -0.89% 24.94% 9.49% 12.79% -3.44% 9.33%
</TABLE>

<TABLE>
<CAPTION>
AVERAGE
4/29/88- 4/29/88- 1/1/89- 1/1/90- 1/1/91- 1/1/92- 1/1/93- 1/1/94- ANNUAL
12/31/94 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 RETURN
--------- ------- -------- -------- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AGGRESSIVE
GROWTH..... 168.40% 4.62% 33.11% -11.35% 66.46% 10.37% 22.66% -3.52% 15.94%
</TABLE>

<TABLE>
<CAPTION>
AVERAGE
5/1/90- 5/1/90- 1/1/91- 1/1/92- 1/1/93- 1/1/94- ANNUAL
12/31/94 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 RETURN
-------- ------- -------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STOCK
INDEX....... 57.49% 1.95% 29.76% 7.44% 9.55% 1.15% 10.22%
</TABLE>

<TABLE>
<CAPTION>
AVERAGE
5/1/91- 5/1/91- 1/1/92- 1/1/93- 1/1/94- ANNUAL
12/31/94 12/31/91 12/31/92 12/31/93 12/31/94 RETURN
-------- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
INTERNATIONAL
STOCK......... 36.43% -1.55% -10.21% 47.76% 4.45% 8.84%
</TABLE>

A-13
<PAGE>
ILLUSTRATIONS. In order to demonstrate how the investment experience of
the portfolios of the Fund will affect the death benefit and cash value of a
Certificate, hypothetical illustrations showing the hypothetical net return of
each investment division are set forth below. These hypothetical illustrations
are based on the actual historical experience of the Fund as if the Separate
Account had been in existence and a Certificate had been issued on the dates
indicated. They do not represent what may happen in the future.

The illustrations are based on the payment of monthly premiums of $100 for a
specified face amount of $100,000 for an individual aged 40. The illustrations
assume that no riders are in effect. The periods illustrated are based on the
periods and rates of return set forth in "Rates of Return" above. Cash surrender
values equal the cash values because the illustrations assume no Certificate
loans have been made.

For each investment division, one illustration is based on the guaranteed
charge rates under a hypothetical representative standard Group Policy, the
other illustration is based as if the current charge rates were in effect during
the period illustrated that would be representative of such a Group Policy. The
actual maximum and current charge rates can be expected to vary from one Group
Policy to another (see "Charges and Deductions," page A-24).

The current illustrations assume: (1) that the covered person is in a rate
class that has standardized cost of insurance charges equal to Table 1 under
Section 79 of the Internal Revenue Code; (2) a $1.50 per Certificate per month
administration charge; (3) a .35% DAC tax charge; (4) a 2.5% premium tax rate;
(5) a daily charge against the Separate Account for mortality and expense risks
equivalent to an effective annual rate of .45% of the average daily value of the
assets in the Separate Account attributable to the Certificates; and (6) no
surrender transaction charge.

Performance may be shown for the systematic investment strategies made
available under the Certificates (see "Allocation of Premiums and Cash
Value--Systematic Investment Strategies," page A-22). Average annual return for
the "Equity Generator," "Equalizer," or "Allocator," systematic investment
strategies may 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 for the applicable investment divisions or the
Fixed Account, at the end of the period, expressed as a percentage. The average
annual return in each case will assume that no withdrawals have occurred and
will not reflect charges against premiums, cost of insurance or other monthly
policy charges.

This Prospectus also contains illustrations based on assumed rates of
return. See "Illustrations Of Death Benefit, Cash Values And Accumulated
Premiums," on pages A-28 to A-29.

A-14
<PAGE>
The following examples show how the hypothetical net return of the
investment division which invests in the Growth Portfolio of the Fund would have
affected benefits for a Certificate dated January 1, 1984 (the first January 1
following the effective date for the Growth Portfolio) if that Certificate
imposed the charges and had the other characteristics discussed on pages A-13
and A-14. These examples assume that net premiums and related cash values were
in this investment division for the entire period.

GROWTH
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED AT
CERTIFICATE YEAR ENDING FUND RATES OF
ON DECEMBER 31ST OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984............................................................... $ 1,247 $ 979 $ 100,979
1985............................................................... 3,080 2,410 102,410
1986............................................................... 4,615 3,602 103,602
1987............................................................... 5,950 4,632 104,632
1988............................................................... 7,789 6,048 106,048
1989............................................................... 12,302 9,358 109,358
1990............................................................... 12,226 9,152 109,152
1991............................................................... 17,685 13,066 113,066
1992............................................................... 21,056 15,393 115,393
1993............................................................... 25,370 18,384 118,384
1994............................................................... 25,581 18,168 118,168
</TABLE>

GROWTH
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED AT
CERTIFICATE YEAR ENDING FUND RATES OF
ON DECEMBER 31ST OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984............................................................... $ 1,247 $ 843 $ 100,843
1985............................................................... 3,080 2,039 102,039
1986............................................................... 4,615 2,996 102,996
1987............................................................... 5,950 3,784 103,784
1988............................................................... 7,789 4,840 104,840
1989............................................................... 12,302 7,476 107,476
1990............................................................... 12,226 7,260 107,260
1991............................................................... 17,685 10,253 110,253
1992............................................................... 21,056 11,922 111,922
1993............................................................... 25,370 14,032 114,032
1994............................................................... 25,581 13,800 113,800
</TABLE>

A-15
<PAGE>
The following examples show how the hypothetical net return of the
investment division which invests in the Income Portfolio of the Fund would have
affected benefits for a Certificate dated January 1, 1984 (the first January 1
following the effective date for the Income Portfolio) if that Certificate
imposed the charges and had the other characteristics discussed on pages A-13
and A-14. These examples assume that net premiums and related cash values were
in this investment division for the entire period.

INCOME
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED AT
CERTIFICATE YEAR ENDING FUND RATES OF
ON DECEMBER 31ST OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984............................................................... $ 1,332 $ 1,045 $ 101,045
1985............................................................... 3,091 2,419 102,419
1986............................................................... 4,992 3,897 103,897
1987............................................................... 6,101 4,750 104,750
1988............................................................... 7,904 6,138 106,138
1989............................................................... 10,252 7,786 107,786
1990............................................................... 12,572 9,387 109,387
1991............................................................... 16,096 11,859 111,859
1992............................................................... 18,465 13,457 113,457
1993............................................................... 21,809 15,748 115,748
1994............................................................... 22,274 15,722 115,722
</TABLE>

INCOME
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED AT
CERTIFICATE YEAR ENDING FUND RATES OF
ON DECEMBER 31ST OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984............................................................... $ 1,332 $ 900 $ 100,900
1985............................................................... 3,091 2,047 102,047
1986............................................................... 4,992 3,241 103,241
1987............................................................... 6,101 3,877 103,877
1988............................................................... 7,904 4,909 104,909
1989............................................................... 10,252 6,219 106,219
1990............................................................... 12,572 7,443 107,443
1991............................................................... 16,096 9,300 109,300
1992............................................................... 18,465 10,409 110,409
1993............................................................... 21,809 11,987 111,987
1994............................................................... 22,274 11,909 111,909
</TABLE>

A-16
<PAGE>
The following examples show how the hypothetical net return of the
investment division which invests in the Money Market Portfolio of the Fund
would have affected benefits for a Certificate dated January 1, 1984 (the first
January 1 following the effective date for the Money Market Portfolio) if that
Certificate imposed the charges and had the other characteristics discussed on
pages A-13 and A-14. These examples assume that net premiums and related cash
values were in this investment division for the entire period.

MONEY MARKET
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED AT
CERTIFICATE YEAR ENDING FUND RATES OF
ON DECEMBER 31ST OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984............................................................... $ 1,268 $ 995 $ 100,995
1985............................................................... 2,623 2,053 102,053
1986............................................................... 4,040 3,155 103,155
1987............................................................... 5,533 4,310 104,310
1988............................................................... 7,206 5,600 105,600
1989............................................................... 9,132 6,927 106,927
1990............................................................... 11,131 8,293 108,293
1991............................................................... 13,047 9,581 109,581
1992............................................................... 14,755 10,707 110,707
1993............................................................... 16,402 11,778 111,778
1994............................................................... 18,267 12,765 112,765
</TABLE>

MONEY MARKET
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED AT
CERTIFICATE YEAR ENDING FUND RATES OF
ON DECEMBER 31ST OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984............................................................... $ 1,268 $ 857 $ 100,857
1985............................................................... 2,623 1,736 101,736
1986............................................................... 4,040 2,617 102,617
1987............................................................... 5,533 3,503 103,503
1988............................................................... 7,206 4,455 104,455
1989............................................................... 9,132 5,510 105,510
1990............................................................... 11,131 6,549 106,549
1991............................................................... 13,047 7,478 107,478
1992............................................................... 14,755 8,227 108,227
1993............................................................... 16,402 8,879 108,879
1994............................................................... 18,267 9,580 109,580
</TABLE>

A-17
<PAGE>
The following examples show how the hypothetical net return of the
investment division which invests in the Diversified Portfolio of the Fund would
have affected benefits for a Certificate dated January 1, 1987 (the first
January 1 following the effective date for the Diversified Portfolio) if that
Certificate imposed the charges and had the other characteristics discussed on
pages A-13 and A-14. These examples assume that net premiums and related cash
values were in this investment division for the entire period.

DIVERSIFIED
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1987............................................................... $ 1,142 $ 896 $ 100,896
1988............................................................... 2,486 1,946 101,946
1989............................................................... 4,393 3,430 103,430
1990............................................................... 5,570 4,339 104,339
1991............................................................... 8,333 6,475 106,475
1992............................................................... 10,419 7,918 107,918
1993............................................................... 13,018 9,733 109,733
1994............................................................... 13,744 10,136 110,136
</TABLE>

DIVERSIFIED
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1987............................................................... $ 1,142 $ 772 $ 100,772
1988............................................................... 2,486 1,644 101,644
1989............................................................... 4,393 2,845 102,845
1990............................................................... 5,570 3,527 103,527
1991............................................................... 8,333 5,157 105,157
1992............................................................... 10,419 6,301 106,301
1993............................................................... 13,018 7,692 107,692
1994............................................................... 13,744 7,923 107,923
</TABLE>

The following examples show how the hypothetical net return of the
investment division which invests in the Stock Index Portfolio of the Fund would
have affected benefits for a Certificate dated January 1, 1991 (the first
January 1 following the effective date for the Stock Index Portfolio) if that
Certificate imposed the charges and had the other characteristics discussed on
pages A-13 and A-14. These examples assume that net premiums and related cash
values were in this investment division for the entire period.

STOCK INDEX
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

A-18
<PAGE>
STOCK INDEX
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

The following examples show how the hypothetical net return of the
investment division which invests in the Aggressive Growth Portfolio of the Fund
would have affected benefits for a Certificate dated January 1, 1989 (the first
January 1 following the effective date for the Aggressive Growth Portfolio) if
that Certificate imposed the charges and had the other characteristics discussed
on pages A-13 and A-14. These examples assume that the net premium and related
cash values were in this investment division for the entire period.

AGGRESSIVE GROWTH
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1989............................................................... $ 1,338 $ 1,049 $ 101,049
1990............................................................... 2,327 1,821 101,821
1991............................................................... 5,437 4,245 104,245
1992............................................................... 7,372 5,740 105,740
1993............................................................... 10,389 8,066 108,066
1994............................................................... 11,207 8,534 108,534
</TABLE>

AGGRESSIVE GROWTH
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
------------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1989............................................................... $ 1,338 $ 904 $ 100,904
1990............................................................... 2,327 1,540 101,540
1991............................................................... 5,437 3,523 103,523
1992............................................................... 7,372 4,681 104,681
1993............................................................... 10,389 6,464 106,464
1994............................................................... 11,207 6,825 106,825
</TABLE>

The following examples show how the hypothetical net return of the
investment division which invests in the International Stock Portfolio of the
Fund would have affected benefits for a Certificate dated January 1, 1992 (the
first January 1 following the effective date for the International Stock
Portfolio) if that Certificate imposed the charges and had the other
characteristics discussed on pages A-13 and A-14. These examples assume that the
net premium and related cash values were in this investment division for the
entire period.

A-19
<PAGE>
INTERNATIONAL STOCK
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON CURRENT CHARGES

INTERNATIONAL STOCK
($100,000 SPECIFIED FACE AMOUNT, ISSUE AGE 40)
BASED ON GUARANTEED CHARGES

BENEFIT AT FINAL DATE

If the covered person is living, MetLife will pay to the Owner the cash
value of the Certificate on the Final Date, reduced by any outstanding
indebtedness (see "Certificate Benefits--Cash Value," page A-12). The Final Date
of a Certificate is the Certificate anniversary on which the covered person is
95 or later, if so requested by the owner and permitted by law (see "Federal Tax
Matters," page A-35).

OPTIONAL INCOME PLANS

During the covered person's lifetime, the Owner may arrange for the cash
surrender value to be paid in a single sum, in an account that earns interest or
under one or more of the available optional income plans. For more specifics
regarding optional income plans, see the Appendix to Prospectus, page A-78.
These choices are also available at the Final Date. If no election is made,
MetLife will place the amount in an account that earns interest. The payee will
have immediate access to all or any part of the account.

OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more of the optional insurance
benefits described in the Appendix to Prospectus, page A-78, may be included
with a Certificate by rider. The cost of any optional insurance benefits will be
deducted as part of the monthly deduction (see "Charges and Deductions--Monthly
Deduction From Cash Value," page A-24). See the Appendix to Prospectus, page
A-78, for a discussion of how certain riders affect the benefits and the
exercise of certain rights under the Certificate.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A CERTIFICATE

A-20
<PAGE>
PREMIUMS

The Owner is not required to pay any specific amount of premiums. MOREOVER
THE PAYMENT OF PREMIUMS WILL NOT GUARANTEE THAT THE CERTIFICATE REMAINS IN
FORCE. Instead, the duration of the Certificate while the Group Policy is in
force depends upon the Certificate's cash surrender value (see "Certificate
Termination and Reinstatement While the Group Policy is in Effect--Termination,"
page A-24).

Subject to the maximum premium limitations described below, an Owner may
make unscheduled premium payments at any time in any amount. The Certificate,
therefore, provides the Owner with the flexibility to vary the frequency and
amount of premium payments to reflect changing financial conditions.

During the first Group Policy year, the portion of the first premium payment
under each Certificate allocated to investment divisions of the Separate Account
will be allocated to the Money Market investment division from the Investment
Start Date until the Allocation Date as discussed in detail under "Allocation of
Net Premiums," below. Thereafter, the portion of a premium payment allocated to
the investment divisions of the Separate Account under such Certificates and any
portion of premium payments allocated to the investment divisions of the
Separate Account under Certificates issued after the first Group Policy year are
credited to the Separate Account as of the Date of Receipt of the premium
payment, together with any necessary allocation instructions in good order from
the participating entity. The portion of each premium payment under each
certificate allocated to the Fixed Account is credited to the Fixed Account as
of the Date of Receipt.

PREMIUM LIMITATIONS. The Certificate will terminate after a grace period
commencing on a monthly anniversary when the cash surrender value is
insufficient to pay the monthly deduction on that date. Except as described
below, the total of all premiums paid, both planned and unplanned, can never
exceed the then current maximum premium limitation determined by Internal
Revenue Code rules relating to the definition of life insurance. If at any time
a premium is paid that would result in total premiums exceeding the then current
maximum premium limitations, MetLife will accept only that portion of the
premium that will make total premiums equal the limit. Any part of the premium
in excess of that amount will be refunded, and no further premiums will be
accepted until allowed by the maximum premium limitations. These limitations
will not apply to any premium that is required to be paid in order to prevent
the Certificate from terminating.

There may be cases where the total of all premiums paid could cause the
Certificate to be classified as a modified endowment contract (see "Federal Tax
Matters," page A-35). The annual statement (see "Reports," page A-40) sent to
each Owner will include information regarding the modified endowment contract
status of a Certificate. In cases where a Certificate is not an irrevocable
modified endowment contract, the annual statement will indicate what action the
Certificate owner can take to reverse the modified endowment contract status of
the Certificate.

ALLOCATION OF PREMIUMS AND CASH VALUE

NET PREMIUMS. The net premium equals the premium paid less premium expense
charges (see "Charges and Deductions--Premium Expense Charges," page A-24).

A-21
<PAGE>
allocation of future net premiums without charge at any time by providing
MetLife with written notification at the Administrative Office. The change will
be effective as of the Date of Receipt of the notice at the Administrative
Office.

A newly-issued Certificate is credited with an investment return commencing
with the date the first premium for that Certificate is received, or, if later,
the Date of Certificate. With one exception, the investment return that
commences on this "Investment Start Date" is based on the allocation among the
Fixed Account and the investment divisions of the Separate Account selected by
the Owner (or, to the extent mentioned in the preceding paragraph, the
participating entity). The one exception is for Certificates that are issued
during the first year that the related Group Policy has been in effect. For
those Certificates, the initial premium payments allocated to the investment
division of the Separate Account will be allocated to and earn the investment
return applicable to the Money Market investment division during the 20 day
period of time from the Investment Start Date to the Allocation Date.
Thereafter, the investment return is based on the investment allocation selected
by the Owner or participating entity as mentioned above.

CASH VALUE TRANSFERS. Except as described below, on and after the
Allocation Date the Owner may transfer cash value among the Fixed Account and
investment divisions of the Separate Account. In some cases, the participating
entity may retain the right to transfer the portion of any cash value
attributable to net premiums it pays rather than the Owner pays among the Fixed
Account and the investment divisions of the Separate Account unless and until
the covered person retires, as determined by the participating entity (if the
covered person is employed by the participating entity) or the Owner's
Certificate becomes portable. In addition, in some cases, the maximum amount
that may be transferred from the Fixed Account in any Certificate year is the
greater of $200 or 25% of the largest amount in the Fixed Account over the last
four Certificate years, or, if the Certificate has been in effect for less than
that period, since the Certificate date. This limit does not apply to a full
surrender, to any loans taken or to any transfers made under a systematic
investment strategy (see "Systematic Investment Strategies," below).The
Certificate includes a description of the Owner's cash value transfer rights.
There is no charge for transfers.

A transfer must be made in either dollar amounts or a percentage in whole
numbers. The minimum amount that may be transferred is the lesser of $200 or the
total amount in an investment division or, if the transfer is from the Fixed
Account, the total amount in the Fixed Account. Transferring cash value from one
or more investment divisions and/or the Fixed Account into one or more other
investment divisions and/or the Fixed Account counts as one transfer. MetLife
will effectuate transfers and determine all values in connection with transfers
as of the Date of Receipt of written notice at the Administrative Office, except
in the limited circumstances described under "Other Certificate
Provisions--Payment Deferment," page A-34, and "The Fixed Account--Death Benefit
Transfer, Withdrawal, Surrender and Certificate Loan Rights," page A-33.

Transfers are not taxable transactions under current law. Transfer requests
must be in writing in a form acceptable to MetLife, or in another form of
communication acceptable to MetLife.

A-22
<PAGE>
to be genuine. In the event that these transfer procedures are instituted and in
the further event that an Owner who has elected to use such procedures
encounters difficulty with them, such Owner should make the request to the
Administrative Office.

TERMINATION OF PARTICIPATING ENTITY PARTICIPATION IN THE GROUP POLICY

Participation in the Group Policy will terminate if the participating entity
decides to terminate its participation in the Group Policy. In addition, MetLife
may also terminate the participating entity's participation in the Group Policy
if during any twelve month period, the aggregate specified face amount for all
Owners under the Group Policy or the number of Certificates falls by certain
amounts or below the minimum permissible levels established by MetLife. Both the
participating entity and MetLife must provide ninety days' written notice to the
other as well to the Owners before terminating participation in the Group
Policy. Termination of participation in the Group Policy means that the
participating entity will no longer remit premiums to MetLife through payroll
deduction and that no new Certificates will be issued under the participating
entity's group. Owners of portable Certificates as defined in the Certificate as
of the Certificate monthly anniversary next following the termination of the
participating entity's participation in the Group Policy and Owners who
exercised the paid up Certificate provision as of a date not later than the last
Certificate monthly anniversary immediately prior to notice of termination being
sent to Owners will remain Owners of the Certificates.

EFFECT OF TERMINATION OF GROUP POLICY PARTICIPATION ON OWNERS

A-23
<PAGE>
life insurance product. If the Owner does not elect to be covered under the new
product or if the new product does not provide coverage for the Owner, the
Certificate's cash surrender value will be transferred to the Owner. If the
participating entity replaces the Group Policy with a life insurance product
that does not accumulate cash value, Certificates will be terminated and Owners
will receive their cash surrender value. In this case and in any other case
where Owners receive their cash surrender value, Owners may purchase an annuity
product from MetLife instead. If the participating entity does not replace the
Group Policy with another life insurance product, then, depending on the terms
of the Certificate, Owners may have the option of electing to become Owners of
portable Certificates or Owners of paid-up Certificates, or Owners may have the
option of electing the standard conversion rights set forth in the Certificate
or receiving the cash surrender value of their Certificates. If an Owner becomes
the Owner of a portable Certificate, the current cost of insurance may change
but will never be higher than the guaranteed cost of insurance. If an Owner
elects the standard conversion rights, insurance provided will be substantially
less (and in some cases nominal) than the insurance provided under the
Certificate. The Owner will receive any cash surrender value not used to
purchase such standard conversion right. In addition, a transaction charge of up
to $25 may apply if the participating entity terminates its participation in the
Group Policy.

CERTIFICATE TERMINATION AND REINSTATEMENT WHILE THE GROUP POLICY IS IN EFFECT

TERMINATION. If the cash surrender value on any monthly anniversary is
insufficient to cover the monthly deduction, MetLife will notify the Owner and
any assignee of record of that shortfall. The Owner will then have a grace
period of the greater of 61 days, measured from the Certificate monthly
anniversary, or 30 days after the date notice is mailed, to make sufficient
payment. Failure to make a sufficient payment within the grace period will
result in termination of the Certificate without any cash surrender value. If
the covered person dies during the grace period, the insurance proceeds will
still be payable, but any accrued and unpaid monthly deductions will be deducted
from the proceeds.

REINSTATEMENT. Unless the Group Policy is terminated and the Owner would
not have been permitted to retain the Certificate on a portable or paid up basis
(see, "Effect of Termination of Group Policy Participation on Owners" page
A-23), a terminated Certificate may be reinstated any time within 3 years (or
longer where required by state law) after the end of the grace period and before
the Final Date by submitting the following items to MetLife: (1) a written
request for reinstatement; (2) evidence of insurability satisfactory to MetLife;
and (3) a premium that, after the deduction of the premium expense charges (see
"Charges and Deductions-- Premium Expense Charges," below), is large enough to
cover the monthly deductions for at least the two Certificate months commencing
with the effective date of reinstatement.

The date of reinstatement will be the date of approval of the request for
reinstatement. The terms of the original Certificate, including the insurance
rates provided therein, will apply to the reinstated Certificate. A reinstated
Certificate is subject to a new two year period of contestability (see "Other
Certificate Provisions-- Incontestability," page A-34).

CHARGES AND DEDUCTIONS
PREMIUM EXPENSE CHARGES

TAX CHARGES. Two charges are currently made for taxes related to premiums.
These taxes include any federal, state or local taxes measured by or based on
the amount of premiums received by MetLife. A charge of .35% of each premium
payment is made for the purpose of recovering a portion of the federal income
tax treatment of deferred acquisition costs of MetLife that is determined by the
amount of premiums received in connection with the Certificate. MetLife
represents that this charge is reasonable in relation to MetLife's increased
federal income tax burden under the Internal Revenue Code resulting from the
receipt of premiums. An additional charge is made for state premium taxes.
Premium taxes vary from state to state, and may be zero in some cases. One rate
will be charged for each group. The initial charge for each group will be an
estimate of anticipated taxes to be incurred on behalf of each Group Policy
during the first Group Policy year. For each group policy year after the first
Group Policy year, the state premium tax charge will be based on

A-24
<PAGE>
anticipated taxes taking into account actual state and local premium taxes
incurred on behalf of each Group Policy in the prior year and known factors
affecting the coming year's taxes. This charge may vary based on changes in the
law or charges in the residences of the Owners. This charge may vary from 0 to
5% of premium. MetLife will waive this charge for Internal Revenue Code section
1035 exchanges from another MetLife policy to the Certificate. MetLife does not
anticipate making a profit on this charge.

MONTHLY DEDUCTION FROM CASH VALUE

The monthly deduction from cash value includes the cost of insurance charge,
the charge for optional insurance benefits added by rider (see "Certificate
Benefits--Optional Insurance Benefits," page A-20), and the administration
charge. The cost of insurance charge, and the administration charge are
discussed separately in the paragraphs that follow. The charges that comprise
the monthly deduction can vary depending upon the Group Policy under which an
Owner's Certificate is issued. The Certificate describes the charges applicable
to each Owner.

The monthly deduction accrues on each monthly anniversary commencing with
the Date of Certificate; however, the actual deduction may be made up to 45 days
after each such monthly anniversary. It will be allocated among the Fixed
Account and each investment division on the Separate Account on a Pro Rata
Basis. See "Payment and Allocation of Premiums--Issuance of a Certificate," page
A-20, regarding when insurance coverage starts under a newly issued Certificate.

The insurance amount will be affected by changes in the specified face
amount of the Certificate (see "Certificate Benefits--Death Benefits," page
A-11). The insurance amount and therefore the cost of insurance will be greater
if the specified face is increased. If the minimum death benefit is in effect
(see "Death Benefit-- Minimum Death Benefit," page A-11), then the cost of
insurance will vary directly with the cash value.

COST OF INSURANCE RATE. Cost of insurance rates are based on the age and
rate class of the covered person and group mortality characteristics and the
particular characteristics (such as the rate class structure and portability
features) under the Group Policy that are agreed to by MetLife and the
participating entity. The actual monthly cost of insurance rates will be based
on MetLife's expectations as to future experience. They will not, however, be
greater than the guaranteed cost of insurance rates set forth in the
Certificate. These guaranteed rates may be up to 150% of the maximum rates that
could be charged based on the 1980 CSO Table. The maximum guaranteed rates are
higher than the 1980 CSO Table because MetLife uses simplified underwriting and
guaranteed issue procedures whereby the covered person may not be required to
submit to a medical or paramedical examination, and may provide coverage to
groups that present substandard risk characteristics according to underwriting
criteria. The current cost of insurance rates for most groups are lower than
100% of the 1980 CSO Table. Any change in the cost of insurance rates will apply
to all persons of the same insuring age, rate class and group. MetLife reviews
its cost of insurance rates annually and adjusts the rates from time to time
based on several factors including the number of Certificates in force for each
group, the number of Certificates in the group surrendered or becoming portable
during the period and the actual experience of the group.

A-25
<PAGE>
smoker divisions are provided, a covered person who is in the nonsmoker division
of a rate class will have a lower cost of insurance than a covered person in the
smoker division of the same rate class, even if each covered person has an
identical Certificate.

ADMINISTRATION CHARGE. The administration charge is a charge which may be
up to $3.00 per Certificate per month as specified in the Certificate. The
Certificate will describe the administration charge applicable to each Owner.

CHARGES AGAINST THE SEPARATE ACCOUNT

CHARGE FOR MORTALITY AND EXPENSE RISKS. A daily charge is made against the
Separate Account for mortality and expense risks assumed by MetLife. The amount
of the charge is equivalent to an effective annual rate of at least .45% and is
guaranteed not to exceed an effective annual rate of .90%. of the average daily
value of the assets in the Separate Account which are attributable to the
Policies. MetLife reserves the right, if permitted by applicable law, to change
the structure of mortality and expense risk charge so that it is charged on a
monthly basis as a percentage of cash value attributable to the separate account
or so that it is charged as a component of the monthly combined charge.

The mortality risk assumed is that covered persons may live for a shorter
period of time than estimated and, thus, a greater amount of death benefits than
expected will be payable. The expense risk assumed is that expenses incurred in
issuing and administering the Certificates will be greater than estimated.
MetLife will realize a gain if the charges prove ultimately to be more than
sufficient to cover the actual costs of such mortality and expense commitments.
If the charges are not sufficient, the loss will fall on MetLife. If its
estimates of future mortality and expense experience are accurate, MetLife
anticipates that it will realize a profit from the mortality and expense risk
charge; however if such estimates are inaccurate, MetLife could incur a loss.

Differences in the mortality and expense risk charge rates applicable to
different Group Policies will be determined by MetLife based on differences in
the levels of mortality and expense risks under those Policies. Differences in
mortality and expense risk arise principally from the fact that (a) the factors
discussed above under "Monthly Deduction From Cash Value" on page A-24 on which
the cost of insurance and administration charges are based are more uncertain in
some cases than in others and (b) MetLife's ability to recover any unexpected
mortality and administrative expense costs from the cost of insurance and
administration charges will also vary from case to case depending on the maximum
rates for such charges agreed upon by MetLife and the participating entity.
MetLife will determine cost of insurance, administration, and mortality and
expense risk charge rates pursuant to its established actuarial procedures, and
in doing so MetLife will not discriminate unreasonably or unfairly against
Owners of Certificates under any Group Policy.

GUARANTEE OF CERTAIN CHARGES

MetLife guarantees, and may not increase the rates specified in the
Certificate for the following charges: the charge for the estimated cost of
Federal income tax treatment of deferred acquisition costs, apart from any
change in the law; the maximum cost of insurance charge; the maximum
administration charge; and the maximum charge for mortality and expense risks
with respect to the Certificates.

A-26
<PAGE>
OTHER CHARGES

FUND INVESTMENT MANAGEMENT FEE AND EXPENSES. Shares of the Fund are
purchased for the Separate Account at their net asset value, which reflects Fund
fees and expenses as described more fully under "What are Separate Account UL,
the Fixed Account and the Metropolitan Series Fund?", page A-5 and in the
attached prospectus for the Fund.

The Certificates do not impose any charges for sales expenses. Such expenses
will be paid from other sources, including any excess accumulated charges for
mortality and expense risks under the Certificates, any other gains attributable
to operations with respect to the Certificates and MetLife's general assets and
surplus.

ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUES AND ACCUMULATED PREMIUMS

The tables on pages A-28 and A-29 illustrate the way in which a
Certificate's death benefit and cash value could vary over an extended period of
time assuming that all premiums are allocated to and remain in the Separate
Account for the entire period shown and hypothetical gross investment rates of
return for the Fund (i.e., investment income and capital gains and losses,
realized or unrealized) equivalent to constant gross (after tax) annual rates of
0%, 6% and 12%. The tables are based on the payment of monthly premiums (see
"Premiums--Premium Limitations," page A-21), for a specified face amount of
$100,000 for an individual who is age 40. Cash surrender values equal the cash
values because the illustrations assume no Certificate loans have been made.

The guaranteed illustrations assume: (1) that the covered person is in a
rate class that has maximum guaranteed cost of insurance charges equal to 100%
of the maximum rates that could be charged based on the 1980 CSO Table; (2) a
$3.00 per Certificate per month administration charge; (3) a .35% DAC tax charge
(4) a 2.5% premium tax rate; (5) a daily charge against the Separate Account for
mortality and expense risks equivalent to an effective annual rate of .90% of
the average daily value of the assets in the Separate Account attributable to
the Certificates; and (6) a surrender transaction charge of $25.

The current illustrations assume: (1) that the covered person is in a rate
class that does not distinguish between smoker and nonsmoker and has current
standardized cost of insurance charges equal to Table 1 under Section 79 of the
Internal Revenue Code. Comparable illustrations for a covered person in
MetLife's standard smoker underwriting risk classification or in a substandard
risk classification would show lower cash values and, therefore, a lower death
benefit. Conversely, comparable illustrations for a covered person in MetLife's
standard nonsmoker underwriting risk classification would show higher cash
values and cash surrender values and, therefore, a higher death benefit; (2) a
$1.50 per Certificate per month administration charge; (3) a .35% DAC tax
charge; (4) a 2.5% premium tax rate; (5) a daily charge against the Separate
Account for mortality and expense risks equivalent to an effective annual rate
of .45% of the average daily value of the assets in the Separate Account
attributable to the Certificates; and (6) no surrender transaction charge.

The amounts shown for the death benefits and cash values also take into
account the daily charge to the Fund for investment management services
equivalent to an annual rate of .392857% of the average daily value of the
aggregate net assets of the Fund (an average of the rates for the seven
available portfolios of the Fund) and .124286% for direct fund expenses. Taking
account of the charges for investment management services, other Fund expenses
and the current charge for mortality and expense risks, the gross annual
investment rates of return of 0%, 6% and 12% correspond to actual (or net)
annual rates of: -.96%, 4.98% and 10.92%, respectively. With the guaranteed
charges, the gross annual investment rates of return of 0%, 6% and 12%
correspond to actual (or net) annual rates of: -1.41%, 4.50% and 10.42%,
respectively.

Columns on page A-28 are based on the guaranteed maximum charge rates under
a hypothetical representative standard Group Policy; columns on page A-29 are
based on the current charge rates that would be representative of such a Group
Policy (see "Monthly Deduction From Cash Value--Cost of Insurance Rate," page
A-25). The actual maximum current charge rates can be expected to vary from one
Group Policy to another.

A-27
<PAGE>
The second column of the tables shows the amount which would accumulate if
an amount equal to the annual planned premium were invested to earn interest,
after taxes, at 5% compounded annually.

GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTICATE(1)
ISSUE AGE 40
SPECIFIED FACE AMOUNT: $100,000
GUARANTEED CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF AT 5% RATES OF RETURN OF RATES OF RETURN OF
CERTIFICATE INTEREST -------------------------- -----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------------------------------ ----------- ------- ------- ------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1............................ $ 1,232 $ 809 $ 835 $ 860 $100,809 $100,835 $100,860
2............................ 2,526 1,579 1,679 1,781 101,579 101,679 101,781
3............................ 3,885 2,310 2,532 2,768 102,310 102,532 102,768
4............................ 5,311 2,998 3,390 3,823 102,998 103,390 103,823
5............................ 6,809 3,643 4,252 4,953 103,643 104,252 104,953

6............................ 8,382 4,244 5,117 6,162 104,244 105,117 106,162
7............................ 10,033 4,797 5,980 7,456 104,797 105,980 107,456
8............................ 11,767 5,301 6,840 8,842 105,301 106,840 108,842
9............................ 13,588 5,755 7,693 10,326 105,755 107,693 110,326
10........................... 15,499 6,154 8,535 11,912 106,154 108,535 111,912

15........................... 26,590 7,109 12,288 21,518 107,109 112,288 121,518

20........................... 40,746 5,730 14,352 34,281 105,730 114,352 134,281

25........................... 58,812 955 12,920 50,637 100,955 112,920 150,637

30........................... 81,870 0(3) 4,639 70,018 0(3) 104,639 170,018
<FN>
------------------------------
(1) Assumes monthly payments $100 paid at the beginning of each Certificate
month. The values would vary from those shown if the amount or frequency of
payments varies.

(3) Zero value in cash value, cash surrender value and death benefit indicate
termination of insurance coverage in the absence of a sufficient additional
premium payment; see "Payment and Allocation of Premiums -- Termination,"
on page A-24 for further details.
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVEST-MENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND DIFFERENT
RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT, CASH VALUE AND CASH
SURRENDER VALUE FOR A CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE
ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF
YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL CERTIFICATE
YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED
ACCOUNT. NO REPRESENTATIONS CAN BE MADE BY METLIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

A-28
<PAGE>
GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE(1)
ISSUE AGE 40
SPECIFIED FACE AMOUNT: $100,000
CURRENT CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF AT 5% RATES OF RETURN OF RATES OF RETURN OF
CERTIFICATE INTEREST -------------------------- --------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
--------------------------------- ----------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1............................... $ 1,232 $ 939 $ 969 $ 999 $100,939 $100,969 $100,999
2............................... 2,526 1,869 1,986 2,107 101,869 101,986 102,107
3............................... 3,885 2,789 3,054 3,335 102,789 103,054 103,335
4............................... 5,311 3,701 4,175 4,698 103,701 104,175 104,698
5............................... 6,809 4,605 5,352 6,210 104,605 105,352 106,210

6............................... 8,382 5,356 6,440 7,734 105,356 106,440 107,734
7............................... 10,033 6,100 7,582 9,425 106,100 107,582 109,425
8............................... 11,767 6,836 8,780 11,301 106,836 108,780 111,301
9............................... 13,588 7,566 10,038 13,381 107,566 110,038 113,381
10.............................. 15,499 8,289 11,359 15,689 108,289 111,359 115,689

15.............................. 26,590 10,686 17,724 30,103 110,686 117,724 130,103

20.............................. 40,746 11,390 24,002 52,172 111,390 124,002 152,172

25.............................. 58,812 9,601 29,148 85,908 109,601 129,148 185,908

30.............................. 81,870 2,452 29,379 135,207 102,452 129,379 235,207
<FN>
------------------------------
(1) Assumes monthly payments of $100 paid at the beginning of each Certificate
month. The values would vary from those shown if the amount or frequency of
payments varies.

A-29
<PAGE>
CERTIFICATE RIGHTS

LOAN PRIVILEGES

ALLOCATION OF CERTIFICATE LOAN. MetLife will allocate a Certificate loan
among the Fixed Account and the investment divisions of the Separate Account on
a Pro Rata Basis.

INDEBTEDNESS. Indebtedness equals the outstanding Certificate loan and loan
interest. If, on a monthly anniversary, indebtedness exceeds the cash value
minus the monthly deduction, MetLife will notify the Owner and any assignee of
record. If a sufficient payment is not made to MetLife within the greater of 61
days, measured from the such monthly anniversary, or 30 days after the date
notice of the start of the grace period is mailed, the Certificate will
terminate without value. The Certificate may, however, later be reinstated,
subject to certain conditions (see "Certificate Termination and Reinstatement
While the Group Policy is in Effect," page A-24).

A-30
<PAGE>
REPAYMENT OF INDEBTEDNESS. Indebtedness may be repaid any time before the
Final Date while the covered person is living. If not repaid, MetLife will
deduct indebtedness from any amount payable under the Certificate. As of the
Date of Receipt of the repayment, the Certificate's cash value in the
Certificate Loan Account securing indebtedness will be allocated among the Fixed
Account and the investment divisions of the Separate Account in the same
proportion that net premiums are being allocated to those accounts at the time
of repayment. The owner should designate whether a payment is intended as a loan
repayment or a premium payment. Any payment for which no designation is made
will be treated as a premium payment.

SURRENDER AND WITHDRAWAL PRIVILEGES

Subject to the limitations set forth below, at any time before the earlier
of the death of the covered person and the Final Date, the Owner may make a
partial withdrawal or totally surrender the Certificate by sending a written
request to Administrative Office. The maximum amount available for surrenders or
withdrawal is the cash surrender value on the Date of Receipt of the request.
Certificates under some Group Policies may be subject to a transaction charge of
up to $25 (or, if less, 2% of the amount withdrawn) for each surrender,
withdrawal or partial withdrawal. This charge would be used to defray MetLife's
costs on effecting the transaction and it would not be designed to yield any
profit to MetLife. No transaction charge will apply to the termination of a
Certificate due to the termination of the Group Policy by either the
participating entity or MetLife. For any tax consequences in connection with a
partial withdrawal or surrender, see "Federal Tax Matters," page A-35.

EXCHANGE PRIVILEGE

During the first 24 Certificate months following the issuance of the
Certificate, the Owner may exercise the Certificate exchange privilege, which
results in the transfer at any one time of the entire amount in the Separate
Account to the Fixed Account, and the allocation of all future net premiums to
the Fixed Account. This will, in effect, serve as an exchange of the Certificate
for the equivalent of a flexible premium fixed benefit life insurance policy. No
charge will be imposed on such transfer in exercising this exchange privilege.
Moreover, the Owner may subsequently transfer amounts back to one or more of the
investment divisions of the Separate Account at any time, within the limitations
described in "Allocation of Premiums and Cash Value--Cash Value Transfers," on
page A-22. Similarly, during the first 24 months following an increase in the
specified face amount requested by the Owner, the Owner may request a one time
charge-free transfer of the Separate Account cash value attributable to the
increase to the Fixed Account, including a transfer in the amount of any premium
payments that have been deemed attributable to the increase.

In those states which require it, the Owner may also, during the first 24
Certificate months following the issuance of the Certificate, without charge, on
one occasion exchange any Certificate still in force for a flexible premium
fixed benefit life insurance policy issued by MetLife. Upon such exchange, the
Certificate's cash value will be transferred to the general account of MetLife.

A-31
<PAGE>
THE FIXED ACCOUNT

GENERAL DESCRIPTION

FIXED ACCOUNT CASH VALUE

The guaranteed and excess interest are credited each Valuation Date. Once
credited, that interest will be guaranteed and become part of the Certificate's
cash value in the Fixed Account. The portion of the monthly deduction that is
deducted from the Fixed Account will be charged against the most recent premiums
paid and interest credited thereto.

A-32
<PAGE>
DEATH BENEFIT, TRANSFER, WITHDRAWAL, SURRENDER, AND CERTIFICATE LOAN RIGHTS

Amounts in the Fixed Account are generally subject to the same rights and
limitations as are amounts allocated to the investment divisions of the Separate
Account with respect to transfers, withdrawals, surrenders and Certificate loans
(see "Certificate Benefits--Death Benefit," "Allocation of Premiums and Cash
Value--Cash Value Transfers;" "Loan Privileges," "Surrender and Withdrawal
Privileges," pages A-11, A-22, A-30 and A-31). However, transfers from the Fixed
Account may be subject to additional limitations as described under "Allocation
of Premiums and Cash Value" page A-21.

MetLife reserves the right to delay transfers, withdrawals, surrenders and
the payment of the Certificate loans allocated to the Fixed Account for up to
six months (see "Other Certificate Provisions--Payment and Deferment," page
A-34). Payments to pay premiums on another policy with MetLife will not be
delayed.

RIGHTS RESERVED BY METLIFE

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

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

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

- To change the way MetLife assesses charges, but without increasing the
aggregate amount charged to the Fixed Account or the Separate Account in
connection with the Certificates.

- To make any other necessary technical changes in the Certificate in order
to conform with any action the above provisions permit MetLife to take.

OTHER CERTIFICATE PROVISIONS

BENEFICIARY. The beneficiary is the person or persons to whom the insurance
proceeds are payable upon the covered person's death. The Owner may name a
contingent beneficiary to become the beneficiary if all the beneficiaries die
while the covered person is alive. If no beneficiary or contingent beneficiary
is alive when the covered person dies, the Owner (or the Owner's estate) will be
the beneficiary. While the covered person is alive, the Owner may change any
beneficiary or contingent beneficiary.

If more than one beneficiary is alive when the covered person dies, they
will be paid in equal shares, unless the Owner has chosen otherwise.

A-33
<PAGE>
INCONTESTABILITY. MetLife will not contest the validity of a Certificate
after it has been in force during the covered person's lifetime for two years
from the Date of Certificate (or date of reinstatement if a terminated
Certificate is reinstated) except with respect to certain optional insurance
benefits that may be added subsequent to the Date of Certificate. MetLife will
not contest the validity of any increase requested by an Owner in the death
benefit after such increase has been in force during the covered person's
lifetime for two years from its effective date.

MISSTATEMENT OF AGE. If the covered person's age as stated in the
enrollment form for a Certificate is not correct, benefits under a Certificate
will be adjusted to reflect the correct age.

As with traditional life insurance, MetLife can delay payment of the entire
insurance proceeds or other Certificate benefits if entitlement to payment is
being questioned or is uncertain.

The description throughout this Prospectus of the features of the
Certificates is subject to the specific terms of the Certificates.

SALES AND ADMINISTRATION OF THE GROUP POLICIES AND CERTIFICATES

A-34
<PAGE>
Company, a wholly-owned subsidiary of MetLife, and Metropolitan Life Separate
Account E of MetLife, each of which is registered as a unit investment trust
under the 1940 Act. Finally, MetLife acts as principal underwriter for other
forms of variable universal life insurance policies, premiums for which may also
be allocated to the Separate Account.

BONDING. The directors, officers and employees of MetLife are bonded in the
amount of $50,000,000, subject to a $5,000,000 deductible.

DISTRIBUTION OF THE GROUP POLICIES AND CERTIFICATES

Group Policies and Certificates may also be sold through other registered
broker-dealers who have entered into selling agreements with MetLife.
Commissions or fees which are payable to a broker-dealer or third party
administrator ("TPA") are set forth in MetLife's schedules of group insurance
commission rates. Payments or commissions to broker-dealers or TPAs normally
consist of two elements. The first element is based on the lowest premium
sufficient to keep the Certificate in force. Under this element, a commission is
payable to a maximum of 15% of premium, as described above, and is based upon
the services provided by the broker-dealer or TPA. The second element is a per
Certificate payment, based upon total number of Certificates issued under the
Group Policy. Maximum first year payments and renewal payments per Certificate
are specified in MetLife's schedules of group insurance commission rates. In no
event will commissions exceed the maximum percentage of gross premium commission
payable under New York State law, for all Certificates.

All payments and commissions are paid by MetLife. They do not result in any
charges against the Group Policy or Certificates in addition to those set forth
under "Charges and Deductions", page A-24. Since the Group Policies and
Certificates will first be offered for sale pursuant to this prospectus, no
compensation has yet been paid.

FEDERAL TAX MATTERS

The following description is a brief summary of some of the tax rules,
primarily related to federal income and estate taxes, which in the opinion of
MetLife are currently in effect.

Under existing tax law, an Owner generally will be taxed on cash value
withdrawn from the Certificate and cash value received upon surrender of the
Certificate. Under most circumstances, unless a Certificate is a modified
endowment contract as discussed below, and unless the distribution occurs during
the first 15 Certificate years, only the amount withdrawn, received upon
surrender or distributed at the Final Date of a Certificate that exceeds the
total premiums paid (less previous non-taxable withdrawals) will be treated as
ordinary income. During the first 15 Certificate years, cash distributions from
a Certificate, made as a result of a Certificate change that reduces the death
benefit or other benefits under a Certificate, will be taxable to the Owner,
under a complex formula, to the extent that cash value exceeds premiums paid
(less previous non-taxable withdrawals).

A-35
<PAGE>
allows for the correction of an inadvertent failure to diversify. Failure to
comply with the rules found in the regulations would result in immediate
taxation to Owners of all positive investment experience credited to a
Certificate for the period of non-compliance and until such time as a settlement
of the matter is reached with the Internal Revenue Service.

In the case of a modified endowment contract, amounts received before death
including Certificate loans, are treated first as income (to the extent of gain)
and then as recovered investment. For purposes of determining the amount
includible in income, all modified endowment contracts issued by the same
company (or affiliate) to the same Owner during any calendar year will be
treated as one modified endowment contract. Finally, an additional 10% income
tax is generally imposed on the taxable portion of amounts received before age
59 1/2 under a modified endowment contract.

In general, a modified endowment contract is a life insurance contract
entered into or, generally, materially changed after June 20, 1988 that fails to
meet a "7-pay test". Each Certificate is tested separately for purposes of the
7-pay test. Under the 7-pay test, if the amount of premiums paid under the life
insurance contract at any time during the first 7 Certificate years exceeds the
sum of the net level premiums which would have been paid if the contract
provided for paid-up future benefits after the payment of 7 level annual
payments, the contract is a modified endowment contract. A Certificate may have
to be reviewed under the 7-pay test even after the first seven Certificate years
in the case of certain events such as a material modification of the Certificate
as discussed below. If there is a reduction in benefits under the Certificate
during any 7-pay testing period, the 7-pay test is applied using the reduced
benefits level. Any distribution made within two years before a Certificate
fails the 7-pay test is treated as made in anticipation of such failure.

A Certificate should be reviewed upon issuance, upon making a cash
withdrawal, upon making a change in future benefits and upon making a material
modification to the Certificate to determine to what extent, if any, these tax
rules apply. A material modification to a Certificate includes, but is not
limited to, any requested increase in the future benefits provided under the
Certificate. However, in general, increases that are attributable to the payment
of premiums necessary to fund the lowest death benefit payable in the first 7
Certificate years will not be considered material modifications. The annual
statement sent to each Owner will include information regarding the modified
endowment contract status of a Certificate (see "Premiums--Premium Limitations,"
page A-21).

A-36
<PAGE>
The death benefit payable under the Certificate is includable in the covered
person's gross estate for federal estate tax purposes if the death benefit is
paid to the covered person's estate or if the death benefit is paid to a
beneficiary other than the estate and the covered person either possessed
incidents of ownership in the Certificate at the time of death or transferred
incidents of ownership in the Certificate to another person within three years
of death.

State and local income, estate, inheritance and other tax consequences of
ownership or receipt of Certificate proceeds depend on the circumstances of each
covered person, Owner or beneficiary.

The foregoing summary does not purport to be complete or to cover all
situations. Counsel and other competent advisors should be consulted for more
complete information.

MANAGEMENT

The present directors and the senior officers and secretary of Metropolitan
Life are listed below, together with certain information concerning them:

DIRECTORS, OFFICERS-DIRECTORS

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH METLIFE
-------------------------------- -------------------------------------------------- ----------------------------------
<S> <C> <C>
Theodossios Athanassiades....... President and Chief Operating Officer, President, Chief Operating Officer
Metropolitan Life Insurance Company, and Director
One Madison Avenue,
New York, NY 10010.
Curtis H. Barnette.............. Chairman and Chief Executive Officer Director
Bethlehem Steel Corp.,
1170 Eighth Avenue,
Martin Tower 2118,
Bethlehem, PA 18016-7699.
Joan Ganz Cooney................ Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023
John J. Creedon................. Retired President Director
and Chief Executive Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700
New York, NY 10166
A. Luis Ferre................... President and Publisher, Director
El Nuevo Dia,
P.O. Box 297,
San Juan, PR 00902
</TABLE>

A-37
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH METLIFE
-------------------------------- -------------------------------------------------- ----------------------------------
<S> <C> <C>
James R. Houghton............... Chairman of the Board and Director
Chief Executive Officer,
Corning Incorporated,
HQE 2-08
Corning, NY 14831.
Harry P. Kamen.................. Chairman of the Board and Chairman of the Board,
Chief Executive Officer, Chief Executive Officer and
Metropolitan Life Insurance Company, Director
One Madison Avenue,
New York, NY 10010.
Helene L. Kaplan................ Of Counsel, Skadden, Arps, Slate, Director
Meagher & Flom,
919 Third Avenue,
New York, NY 10022.
Richard J. Mahoney.............. Chairman of the Executive Committee, Director
Monsanto Company - Mail Code D1V
800 N. Lindbergh Blvd.,
St. Louis, MO 63167.
Allen E. Murray................. Retired Chairman of the Board Director
and Chief Executive Officer,
Mobil Corporation,
P.O. Box 2072
New York, NY 10163.
John J. Phelan, Jr.............. Retired Chairman and Chief Executive Director
Officer, New York Stock Exchange, Inc.,
P.O. Box 312,
Mill Neck, NY 11765
John B. M. Place................ Former Chairman of the Board, Director
Crocker National Corporation,
111 Sutter Street, 4th Fl.,
San Francisco, CA 94104.
Hugh B. Price................... President and Chief Executive Officer, Director
National Urban League, Inc.,
500 East 62nd Street
New York, NY 10021
Robert G. Schwartz.............. Retired Chairman of the Board, Director
President and Chief Executive Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700
New York, NY 10166.
Ruth J. Simmons................. President Director
College Hall 20
Smith College
North Hampton, MA 01063
William S. Sneath............... Retired Chairman of the Board, Director
Union Carbide Corporation,
41 Leeward Lane,
Riverside, CT 06878.
John R. Stafford................ Chairman of the Board, President Director
and Chief Executive Officer,
American Home Products Corporation,
Five Giralda Farms
Madison, NJ 07940.
</TABLE>

A-38
<PAGE>
OFFICERS*

<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METLIFE
--------------------------------------------- ------------------------------------------------------------------------
<S> <C>
Harry P. Kamen............................... Chairman of the Board and Chief Executive Officer
Theodossios Athanassiades.................... President and Chief Operating Officer
Stewart G. Nagler............................ Senior Executive Vice-President and Chief Financial Officer
Gary A. Beller............................... Executive Vice-President and Chief Legal Officer
Robert H. Benmosche.......................... Executive Vice President
Anthony C. Cannatella........................ Executive Vice-President
Gerald Clark................................. Executive Vice-President and Chief Investment Officer
Robert J. Crimmins........................... Executive Vice-President
C. Robert Henrikson.......................... Executive Vice-President
John D. Moynahan, Jr......................... Executive Vice-President
Catherine A. Rein............................ Executive Vice-President
John H.Tweedie............................... Executive Vice-President
Richard M. Blackwell......................... Senior Vice-President and General Counsel
Alexander D. Brunini......................... Senior Vice-President
Paul R. Crotty............................... Senior Vice-President
James B. Digney.............................. Senior Vice-President
William T. Friedewald........................ Senior Vice-President and Chief Medical Director
Frederick P. Hauser.......................... Senior Vice-President & Controller
Anne E. Hayden............................... Senior Vice-President
Jeffrey J. Hodgman........................... Senior Vice-President
Leland C. Launer, Jr......................... Senior Vice-President
Terence I. Lennon............................ Senior Vice-President
David A. Levene.............................. Senior Vice-President and Chief Actuary
James M. Logan............................... Senior Vice-President
Francis P. Lynch............................. Senior Vice-President
Thomas F. McDermott.......................... Senior Vice-President
John C. Morrison............................. Senior Vice-President
Dominick A. Prezzano......................... Senior Vice-President
Leo T. Rasmussen............................. Senior Vice-President
Vincent P. Reusing........................... Senior Vice-President
Robert E. Sollmann........................... Senior Vice-President
Thomas L. Stapleton.......................... Senior Vice-President & Tax Director
Arthur G. Typermass.......................... Senior Vice-President & Treasurer
James A. Valentino........................... Senior Vice-President
Judy E. Weiss................................ Senior Vice-President
Stephen E. White............................. Senior Vice-President
Richard F. Wiseman........................... Senior Vice-President
Harvey M. Young.............................. Senior Vice-President
Christine N. Markussen....................... Vice-President and Secretary
</TABLE>

------------------------
* The principal occupation of each officer, except for Gary A. Beller, Robert H.
Benmosche and Terence I. Lennon during the last five years has been as an
officer of MetLife. The business address of each officer is 1 Madison Avenue,
New York, New York 10010. Gary A. Beller has been an officer of Metropolitan
Life since November, 1994; prior thereto, he was a Consultant and Executive
Vice-President and General Counsel of the American Express Company. Robert H.
Benmosche has been an Officer of Metropolitan Life since September, 1995;
prior thereto, he was an executive Vice-President of Paine Webber. Terence I.
Lennon has been an officer of Metropolitan Life since March, 1994; prior
thereto, he was Assistant Deputy Superintendent and Chief Examiner of the New
York State Department of Insurance.

A-39
<PAGE>
VOTING RIGHTS

RIGHT TO INSTRUCT VOTING OF FUND SHARES

Fund shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies (including
the Certificates) or annuity contracts and for which no timely instructions are
received will be voted in the same proportion as the shares for which voting
instructions are received by that separate account. Fund shares held in the
general account 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 MetLife or an affiliate
determines that it is permitted to vote any such shares of the Fund in its own
right, it may elect to do so subject to the then current interpretation of the
1940 Act or any rules there-under.

Each Owner having a voting interest will be sent voting instruction
soliciting material and a form for giving voting instructions to MetLife.

Current interpretations and rules under the 1940 Act permit Fund shares to
be voted in a manner contrary to Owner voting instructions under certain
circumstances. 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 to Owners.

REPORTS

Owners will receive promptly statements of significant transactions such as
change in specified face amount, transfers among investment divisions, partial
withdrawals, increases in loan principal by the Owner, loan repayments,
termination for any reason, reinstatement and premium payments. Owners whose
premiums are automatically remitted under payroll deduction plans do not receive
confirmation of premium payments from MetLife apart from that provided by their
bank or employer. A statement will be sent at least annually to the Owner within
thirty days after the period covered summarizing all of the above transactions
and deductions of charges occurring during that Certificate year and setting
forth the status of the death benefit, cash and cash surrender values, amounts
in the investment divisions and Fixed Account, any policy loan and unpaid loan
interest added to loan principal. Any statement will also discuss the modified
endowment contract status of a Certificate (see "Premiums--Premium Limitations,"
page A-21). In addition, an Owner will be sent semiannual reports containing
financial statements for the Fund, as required by the 1940 Act.

A-40
<PAGE>
STATE REGULATION

REGISTRATION STATEMENT

LEGAL MATTERS

EXPERTS

The financial statements of Metropolitan Life Separate Account UL as of
December 31, 1994 and for the two years then ended and the financial statements
of Metropolitan Life Insurance Company as of December 31, 1994 and 1993 and for
the three years ended December 31, 1994 included in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.

FINANCIAL STATEMENTS

The financial statements of MetLife included in this Prospectus should be
considered only as bearing upon the ability of MetLife to meet its obligations
under the Group Policies and Certificates.

A-41
<PAGE>
INDEPENDENT AUDITORS' REPORT

Metropolitan Life Insurance Company:

Deloitte & Touche LLP
New York, New York
February 10, 1995

A-42
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
BALANCE SHEETS
DECEMBER 31, 1994 AND 1993

See accompanying notes to financial statements.

A-43
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND SURPLUS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

See accompanying notes to financial statements.

A-44
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

See accompanying notes to financial statements.

A-45
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

1. ACCOUNTING POLICIES

INVESTED ASSETS AND RELATED RESERVES

Impairments of individual investments that are considered to be other than
temporary are recognized when incurred.

A-46
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Net realized capital (losses) or gains are presented net of federal capital
gains tax and transfers to the IMR.

POLICY RESERVES

INCOME AND EXPENSES

SEPARATE ACCOUNT OPERATIONS

2. UNCONSOLIDATED SUBSIDIARIES AND OTHER AFFILIATES

The unamortized excess of the purchase price of non-insurance subsidiaries
over the fair value of net assets acquired was $129 million and $133 million at
December 31, 1994 and 1993, respectively.

A-47
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

3. METRAHEALTH

4. INVESTMENTS

DEBT SECURITIES

The carrying value, gross unrealized gain (loss) and estimated fair value of
bonds and redeemable preferred stocks (debt securities), by category, as of
December 31, 1994 and 1993 are shown below.

A-48
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

MORTGAGE LOANS

A-49
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

As of December 31, 1994 and 1993, the mortgage loan investments were
categorized as follows:

FINANCIAL INSTRUMENTS

A-50
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

ASSETS ON DEPOSIT

As of December 31, 1994 and 1993, the Company had assets on deposit with
regulatory agencies of $5,145 million and $4,966 million, respectively.

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS

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

A-51
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

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

6. FEDERAL INCOME TAXES

Total federal income taxes on operations and realized capital gains of $192
million, $596 million and $545 million were incurred in 1994, 1993 and 1992,
respectively.

7. EMPLOYEE BENEFIT PLANS

PENSION PLANS

A-52
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The prepaid pension cost is a non-admitted asset and is not included in the
accompanying balance sheets.

The pension plans' assets are principally comprised of investment contracts
issued by the Company.

A-53
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

SAVINGS AND INVESTMENT PLAN

OTHER POSTRETIREMENT BENEFITS

A-54
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The components of the net periodic non-pension postretirement benefit cost
for the years ended December 31, 1994 and 1993 are as follows:

8. LEASES

LEASE INCOME

LEASE EXPENSE

A-55
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

9. OTHER COMMITMENTS AND CONTINGENCIES

GUARANTEES

LITIGATION

10. SURPLUS NOTES

A-56
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

11. FAIR VALUE INFORMATION

A-57
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

A-58
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

12. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FOR MUTUAL LIFE INSURANCE COMPANIES

A-59
<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors
Metropolitan Life Insurance Company:

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1994 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

DELOITTE & TOUCHE LLP
New York, New York
February 21, 1995

A-60
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1994

See Notes to Financial Statements.

A-61
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1994
--------------------------------------------------------------------------------------
MONEY INTERNATIONAL STOCK AGGRESSIVE
GROWTH INCOME MARKET DIVERSIFIED STOCK INDEX GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
----------- ----------- --------- ----------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 2)..... $ 2,102,595 $ 1,095,377 $ 159,064 $ 2,180,187 $ 552,003 $ 166,667 $ 59,310
Expenses:
Mortality and expense
charges (Note 3)..... 573,160 123,709 28,833 445,575 66,988 34,485 157,561
----------- ----------- --------- ----------- ------------ --------- -----------
Net investment income
(loss)................... 1,529,435 971,668 130,231 1,734,612 485,015 132,182 (98,251)
----------- ----------- --------- ----------- ------------ --------- -----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss)
from security
transactions............. 53,162 (9,894) (79,321) 22,275 80,235 5,039 5,076
Unrealized appreciation
(depreciation) of
investments.............. (4,282,800) (1,415,108) 36,172 (3,636,719) (842,359) (129,802) (100,707)
----------- ----------- --------- ----------- ------------ --------- -----------
Net realized and unrealized
(loss) on investments
(Note 1B)................ (4,229,638) (1,425,002) (43,149) (3,614,444) (762,124) (124,763) (95,631)
----------- ----------- --------- ----------- ------------ --------- -----------
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING FROM
OPERATIONS............... $(2,700,203) $ (453,334) $ 87,082 $(1,879,832) $ (277,109) $ 7,419 $(193,882)
----------- ----------- --------- ----------- ------------ --------- -----------
----------- ----------- --------- ----------- ------------ --------- -----------

See Notes to Financial Statements.

A-62
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
GROWTH DIVISION INCOME DIVISION MONEY MARKET DIVISION
----------------------------- --------------------------- ---------------------------

DIVERSIFIED DIVISION
----------------------------

See Notes to Financial Statements.

A-63
<PAGE>
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH
DIVISION
----------------------------
FOR THE
PERIOD
APRIL 30,
1993
(COMMENCE-
MENT OF
INTERNATIONAL STOCK OPERATIONS)
DIVISION STOCK INDEX DIVISION TO
-------------------------- --------------------------
------------------------------------------------------- DECEMBER 31,
1994 1993 1994 1993 1994 1993
------------ ----------- ------------ ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss).................... $ 485,015 $ 80,828 $ 132,182 $ 39,160 $ (98,251) $ 428,816
Net realized gain (loss)
from security
transactions.............. 80,235 4,348 5,039 9,163 5,076 251
Unrealized appreciation
(depreciation) of
investments............... (842,359) 160,860 (129,802) 26,167 (100,707) (70,919)
------------ ----------- ------------ ----------- ------------- ------------
Net increase (decrease) in net
assets resulting from
operations.................. (277,109) 246,036 7,419 74,490 (193,882) 358,148
------------ ----------- ------------ ----------- ------------- ------------
From capital transactions:
Net premiums................ 11,498,165 2,388,448 4,316,325 2,750,898 28,325,697 8,610,628
Net portfolio transfers..... 1,014,621 298,362 (301,802) (234,914) (15,434) 394,049
Other net transfers......... (3,556,411) (433,678) (1,454,580) (525,148) (10,302,089) (1,584,853)
Substitutions (Note 4)...... -- -- -- -- -- --
------------ ----------- ------------ ----------- ------------- ------------
Net increase (decrease) in net
assets resulting from
capital transactions........ 8,956,375 2,253,132 2,559,943 1,990,836 18,008,174 7,419,824
------------ ----------- ------------ ----------- ------------- ------------
NET CHANGE IN NET ASSETS...... 8,679,266 2,499,168 2,567,362 2,065,326 17,814,292 7,777,972
Net Assets--beginning of
period...................... 2,700,492 201,324 2,279,479 214,153 7,777,972 --
------------ ----------- ------------ ----------- ------------- ------------
Net Assets--end of period..... $ 11,379,758 $ 2,700,492 $ 4,846,841 $ 2,279,479 $ 25,592,264 $ 7,777,972
------------ ----------- ------------ ----------- ------------- ------------
------------ ----------- ------------ ----------- ------------- ------------

EQUITY INCOME
DIVISION
-----------------------------
FOR THE
PERIOD
JANUARY 1, 1994

A-64
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994

A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principles, is set forth below:

1. SIGNIFICANT ACCOUNTING POLICIES

A. VALUATION OF INVESTMENTS

Investments in shares of the Fund are valued at the reported net asset
values of the respective portfolios. A summary of investments of the
seven designated portfolios of the Fund in which the seven investment
divisions of the Separate Account invest as of December 31, 1994 is
included as Note 5. The methods used to value the Fund's investments at
December 31, 1994 are described in Note 1A of the Fund's 1994 Annual
Report.

B. SECURITY TRANSACTIONS

Purchases and sales are recorded on the trade date. Realized gains and
losses on sales of investments are determined on the basis of identified
cost.

C. FEDERAL INCOME TAXES

In the opinion of counsel of Metropolitan Life, the Separate Account will
be treated as a part of Metropolitan Life and its operations, and the
Separate Account will not be taxed separately as a "regulated investment
company" under existing law. Metropolitan Life is taxed as a life
insurance company. The policies permit Metropolitan Life to charge
against the Separate Account any taxes, or reserves for taxes,
attributable to the maintenance or operation of the Separate Account.
Metropolitan Life does not anticipate, under existing law, that any
federal income taxes will be charged against the Separate Account in
determining the value of amounts under a policy.

D. NET PREMIUMS

Metropolitan Life deducts a sales load and a state premium tax charge
from premiums before amounts are allocated to the Separate Account. A
charge is also imposed in connection with certain of the policies to
recover a portion of the Federal income taxes imposed.

2. DIVIDENDS

A-65
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
96,709 shares, Money Market Portfolio 15,185 shares, Diversified Portfolio
162,080 shares, International Stock Portfolio 45,527 shares, Stock Index
Portfolio 12,005 shares, Aggressive Growth Portfolio 2,718 shares and Equity
Income Portfolio 3,459 shares.

3. EXPENSES

4. SUBSTITUTION OF DIVISION

On June 1, 1994, the net assets of the Equity Income Division were
transferred to the Diversified Division under a substitution plan.

A-66
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
METROPOLITAN SERIES FUND, INC.

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
GROWTH INCOME MONEY
PORTFOLIO PORTFOLIO MARKET
------------ ------------ PORTFOLIO
VALUE VALUE -----------
(NOTE 1A) (NOTE 1A) VALUE
(NOTE 1A)
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace................... $ 20,959,150 (2.8%)
Automotive.................. 16,150,224 (2.2%)
Banking..................... 31,892,350 (4.3%)
Business Services........... 12,260,650 (1.6%)
Chemical.................... 24,521,462 (3.3%)
Computer Software &
Service................... 34,045,574 (4.6%)
Diversified................. 16,033,912 (2.1%)
Drug........................ 26,788,950 (3.6%)
Electrical Equipment........ 19,456,500 (2.6%)
Electronics................. 47,569,025 (6.4%)
Financial Services.......... 25,441,887 (3.4%)
Food & Beverage............. 18,511,087 (2.5%)
Forest Products............. 7,812,500 (1.0%)
Hospital Supply............. 49,427,050 (6.6%)
Hotel & Restaurant.......... 13,197,550 (1.8%)
Insurance................... 54,197,313 (7.3%)
Machinery................... 34,433,888 (4.6%)
Metals & Mining............. 7,420,350 (1.0%)
Office Equipment............ 14,949,000 (2.0%)
Oil......................... 51,062,325 (6.8%)
Oil Service................. 4,657,450 (0.6%)
Personal Care............... 21,715,725 (2.9%)
Railroad.................... 5,214,913 (0.7%)
Recreation.................. 52,022,768 (7.0%)
Retail Trade................ 62,162,599 (8.3%)
Tobacco..................... 15,128,250 (2.0%)
Utilities-Telephone......... 34,371,679 (4.6%)
------------
Total Common Stock 721,404,131 (96.6%)
------------
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Banking..................... $ 9,254,569 (3.4%)
Financial Services.......... 27,734,809 (10.1%)
Trust Certificate/Government
Sponsored................. 5,662,860 (2.0%)
Industrial.................. 29,809,909 (10.8%)
Mortgage Backed............. 12,700,837 (4.6%)
------------
Total Corporate Bonds....... 85,162,984 (30.9%)
------------
Foreign Obligations......... 21,470,745 (7.8%)
Federal Agency Obligations.. 38,268,695 (13.9%)
Federal Treasury
Obligations............... 107,411,913 (39.0%)
Yankee Bonds................ 13,272,164 (4.8%)
------------
180,423,517 (65.5%)
------------
SHORT-TERM OBLIGATIONS
Commercial Paper............ 29,575,000 (4.0%) 4,288,000 (1.5%) $24,636,373 (61.7%)
Federal Agency Obligations.. 10,450,234 (26.1%)
Federal Treasury
Obligations............... 4,681,675 (11.7%)
------------ ------------ -----------
Total Short-Term
Obligations............... 29,575,000 (4.0%) 4,288,000 (1.5%) 39,768,282 (99.5%)
------------ ------------ -----------
TOTAL INVESTMENTS........... 750,979,131 (100.6%) 269,874,501 (97.9%) 39,768,282 (99.5%)
Other Assets Less
Liabilities............... (4,546,013) (-0.6%) 5,784,174 (2.1%) 193,016 (0.5%)
------------ ------------ -----------
NET ASSETS.................... $746,433,118 (100.0%) $275,658,675 (100.0%) $39,961,298 (100.0%)
------------ ------------ -----------
------------ ------------ -----------

<CAPTION>
DIVERSIFIED
PORTFOLIO
------------

(NOTE 1A)

<S> <C> <C>
COMMON STOCK
Aerospace................... $ 13,559,212 (1.5%)
Automotive.................. 10,667,124 (1.2%)
Banking..................... 21,998,660 (2.5%)
Business Services........... 7,229,425 (0.8%)
Chemical.................... 14,403,037 (1.6%)
Computer Software &
Service................... 23,676,637 (2.7%)
Diversified................. 9,473,362 (1.1%)
Drug........................ 17,866,706 (2.0%)
Electrical Equipment........ 13,530,300 (1.5%)
Electronics................. 31,022,062 (3.5%)
Financial Services.......... 17,090,300 (1.9%)
Food & Beverage............. 11,832,763 (1.3%)
Forest Products............. 5,244,675 (0.6%)
Hospital Supply............. 32,743,163 (3.7%)
Hotel & Restaurant.......... 8,614,275 (1.0%)
Insurance................... 37,290,913 (4.2%)
Machinery................... 22,783,613 (2.6%)
Metals & Mining............. 5,022,750 (0.6%)
Office Equipment............ 8,989,200 (1.0%)
Oil......................... 33,044,638 (3.7%)
Oil Service................. 3,214,013 (0.4%)
Personal Care............... 14,737,375 (1.7%)
Railroad.................... 3,195,788 (0.3%)
Recreation.................. 34,265,383 (3.8%)
Retail Trade................ 42,133,136 (4.7%)
Tobacco..................... 10,200,500 (1.1%)
Utilities-Telephone......... 21,620,188 (2.4%)
------------
Total Common Stock 475,449,198 (53.4%)
------------
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Banking..................... 11,918,968 (1.3%)
Financial Services.......... 32,054,579 (3.6%)
Trust Certificate/Government
Sponsored................. 7,373,930 (0.8%)
Industrial.................. 38,958,583 (4.4%)
Mortgage Backed............. 12,469,471 (1.4%)
------------
Total Corporate Bonds....... 102,775,531 (11.5%)
------------
Foreign Obligations......... 31,495,592 (3.5%)
Federal Agency Obligations.. 58,653,757 (6.6%)
Federal Treasury
Obligations............... 182,885,804 (20.5%)
Yankee Bonds................ 18,276,008 (2.0%)
------------
291,311,161 (32.6%)
------------
SHORT-TERM OBLIGATIONS
Commercial Paper............ 20,030,000 (2.2%)
Federal Agency Obligations..
Federal Treasury
Obligations...............
------------
Total Short-Term
Obligations............... 20,030,000 (2.2%)
------------
TOTAL INVESTMENTS........... 889,565,890 (99.6%)
Other Assets Less
Liabilities............... 3,259,838 (0.3%)
------------
NET ASSETS.................... $892,825,728 (100.0%)
------------
------------
</TABLE>

A-67
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
METROPOLITAN SERIES FUND, INC.

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1994--(CONTINUED)

A-68
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
METROPOLITAN SERIES FUND, INC.

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1994--(CONTINUED)

A-69
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
METROPOLITAN SERIES FUND, INC.

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1994--(CONCLUDED)

A-70
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
MONEY INTERNATIONAL STOCK AGGRESSIVE
GROWTH INCOME MARKET DIVERSIFIED STOCK INDEX GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
----------- ----------- ---------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in Metropolitan Series
Fund, Inc. at Value (Note 1A):
Growth Portfolio (3,569,856 shares;
cost $82,135,301).................. $91,424,018 -- -- -- -- -- --
Income Portfolio (1,562,311 shares;
cost $19,598,981).................. -- $19,669,496 -- -- -- -- --
Money Market Portfolio (365,173
shares; cost $3,906,499)........... -- -- $3,932,909 -- -- -- --
Diversified Portfolio (4,593,281
shares; cost $65,600,448).......... -- -- -- $71,058,058 -- -- --
International Stock Portfolio
(1,189,180 shares; cost
$15,185,058)....................... -- -- -- -- $14,115,567 -- --
Stock Index Portfolio (520,800
shares; cost $7,597,384)........... -- -- -- -- -- $8,660,910 --
Aggressive Growth Portfolio
(1,571,570 shares; cost
$35,466,831)....................... -- -- -- -- -- -- $41,410,867
----------- ----------- ---------- ----------- ------------ ---------- -----------
Total Investments............... 91,424,018 19,669,496 3,932,909 71,058,058 14,115,567 8,660,910 41,410,867
Cash and Accounts Receivable........ 22,293 594 34,035 1,013 10,016 18,900
----------- ----------- ---------- ----------- ------------ ---------- -----------
Total Assets.................... 91,446,311 19,670,090 3,966,944 71,058,058 14,116,580 8,670,926 41,429,767
LIABILITIES........................... 749,121 143,456 37,224 671,125 157,398 59,349 511,694
----------- ----------- ---------- ----------- ------------ ---------- -----------
NET ASSETS............................ $90,697,190 $19,526,634 $3,929,720 $70,386,933 $13,959,182 $8,611,577 $40,918,073
----------- ----------- ---------- ----------- ------------ ---------- -----------
----------- ----------- ---------- ----------- ------------ ---------- -----------
</TABLE>

See Notes to Financial Statements.

A-71
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL

STATEMENTS OF OPERATIONS

(UNAUDITED)

See Notes to Financial Statements.

A-72
<PAGE>
(This page has been left blank intentionally.)

A-73
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
MONEY MARKET
GROWTH DIVISION INCOME DIVISION DIVISION
--------------------------------- --------------------------------- ----------------
FOR THE SIX FOR THE SIX FOR THE SIX
MONTHS ENDED FOR THE YEAR MONTHS ENDED FOR THE YEAR MONTHS ENDED
JUNE 30, ENDED JUNE 30, ENDED JUNE 30,
1995 DECEMBER 31, 1995 DECEMBER 31, 1995
(UNAUDITED) 1994 (UNAUDITED) 1994 (UNAUDITED)
---------------- --------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)..................... $ 370,273 $ 1,529,435 $ (26,949) $ 971,668 $ (16,417)
Net realized gain (loss)
from security transactions
........................... 93,310 53,162 (9,268) (9,894) (13,838)
Unrealized appreciation
(depreciation) of
investments ............... 12,643,746 (4,282,800) 1,774,114 (1,415,108) 123,912
---------------- --------------- ---------------- --------------- ----------------
Net increase (decrease) in
net assets resulting from
operations ................ 13,107,329 (2,700,203) 1,737,897 (453,334) 93,657
---------------- --------------- ---------------- --------------- ----------------
From capital transactions:
Net premiums................ 20,023,306 45,546,952 5,069,902 10,328,856 1,772,463
Net portfolio transfers..... (1,830,544) (2,746,223) (691,563) 48,939 (1,794,692)
Other net transfers ........ (8,486,491) (16,398,757) (1,793,537) (3,317,903) (436,391)
Substitutions (Note 4)...... -- -- -- -- --
---------------- --------------- ---------------- --------------- ----------------
Net increase (decrease) in
net assets resulting from
capital transactions....... 9,706,271 26,401,972 2,584,802 7,059,892 (458,620)
---------------- --------------- ---------------- --------------- ----------------
NET CHANGE IN NET ASSETS ..... 22,813,600 23,701,769 4,322,699 6,606,558 (364,963)
Net Assets - beginning of
period ...................... 67,883,590 44,181,821 15,203,935 8,597,377 4,294,683
---------------- --------------- ---------------- --------------- ----------------
Net Assets - end of period ... $ 90,697,190 $ 67,883,590 $ 19,526,634 $ 15,203,935 $ 3,929,720
---------------- --------------- ---------------- --------------- ----------------
---------------- --------------- ---------------- --------------- ----------------

DIVERSIFIED DIVISION
---------------------------------
FOR THE SIX
FOR THE YEAR MONTHS ENDED FOR THE YEAR
ENDED JUNE 30, ENDED
DECEMBER 31, 1995 DECEMBER 31,
1994 (UNAUDITED) 1994
--------------- ---------------- ---------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)..................... $ 130,231 $ (280,469) $ 1,734,612
Net realized gain (loss)
from security transactions
........................... (79,321) 37,401 22,275
Unrealized appreciation
(depreciation) of
investments ............... 36,172 8,988,607 (3,636,719)
--------------- ---------------- ---------------
Net increase (decrease) in
net assets resulting from
operations ................ 87,082 8,745,539 (1,879,832)
--------------- ---------------- ---------------
From capital transactions:
Net premiums................ 6,425,154 16,189,374 41,263,327
Net portfolio transfers..... (6,647,524) (2,674,005) (4,980,679)
Other net transfers ........ (703,798) (6,955,381) (14,095,050)
Substitutions (Note 4)...... -- -- 2,235,074
--------------- ---------------- ---------------
Net increase (decrease) in
net assets resulting from
capital transactions....... (926,168) 6,559,988 24,422,672
--------------- ---------------- ---------------
NET CHANGE IN NET ASSETS ..... (839,086) 15,305,527 22,542,840
Net Assets - beginning of
period ...................... 5,133,769 55,081,406 32,538,566
--------------- ---------------- ---------------
Net Assets - end of period ... $ 4,294,683 $ 70,386,933 $ 55,081,406
--------------- ---------------- ---------------
--------------- ---------------- ---------------
</TABLE>

See Notes to Financial Statements.

A-74
<PAGE>
<TABLE>
<CAPTION>
AGGRESSIVE
INTERNATIONAL STOCK DIVISION STOCK INDEX DIVISION GROWTH DIVISION
--------------------------------- --------------------------------- ----------------
FOR THE SIX FOR THE SIX FOR THE SIX
MONTHS ENDED FOR THE YEAR MONTHS ENDED FOR THE YEAR MONTHS ENDED
JUNE 30, ENDED JUNE 30, ENDED JUNE 30,
1995 DECEMBER 31, 1995 DECEMBER 31, 1995
(UNAUDITED) 1994 (UNAUDITED) 1994 (UNAUDITED)
---------------- --------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)..................... $ (36,935) $ 485,015 $ (18,071) $ 132,182 $ (143,667)
Net realized gain (loss)
from security transactions
........................... 21,850 80,235 15,109 5,039 1,948
Unrealized appreciation
(depreciation) of
investments ............... (382,836) (842,359) 1,167,191 (129,802) 6,115,662
---------------- --------------- ---------------- --------------- ----------------
Net increase (decrease) in
net assets resulting from
operations ................ (397,921) (277,109) 1,164,229 7,419 5,973,943
---------------- --------------- ---------------- --------------- ----------------
From capital transactions:
Net premiums................ 6,352,969 11,498,165 3,322,077 4,316,325 15,540,837
Net portfolio transfers..... (750,641) 1,014,621 306,186 (301,802) 62,085
Other net transfers ........ (2,624,983) (3,556,411) (1,027,756) (1,454,580) (6,251,056)
Substitutions (Note 4)...... -- -- -- -- --
---------------- --------------- ---------------- --------------- ----------------
Net increase (decrease) in
net assets resulting from
capital transactions....... 2,977,345 8,956,375 2,600,507 2,559,943 9,351,866
---------------- --------------- ---------------- --------------- ----------------
NET CHANGE IN NET ASSETS ..... 2,579,424 8,679,266 3,764,736 2,567,362 15,325,809
Net Assets - beginning of
period ..................... 11,379,758 2,700,492 4,846,841 2,279,479 25,592,264
---------------- --------------- ---------------- --------------- ----------------
Net Assets - end of period ... $ 13,959,182 $ 11,379,758 $ 8,611,577 $ 4,846,841 $ 40,918,073
---------------- --------------- ---------------- --------------- ----------------
---------------- --------------- ---------------- --------------- ----------------

FOR THE YEAR
ENDED
DECEMBER 31,
1994
---------------
<S> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)..................... $ (98,251)
Net realized gain (loss)
from security transactions
........................... 5,076
Unrealized appreciation
(depreciation) of
investments ............... (100,707)
---------------
Net increase (decrease) in
net assets resulting from
operations ................ (193,882)
---------------
From capital transactions:
Net premiums................ 28,325,697
Net portfolio transfers..... (15,434)
Other net transfers ........ (10,302,089)
Substitutions (Note 4)...... --
---------------
Net increase (decrease) in
net assets resulting from
capital transactions....... 18,008,174
---------------
NET CHANGE IN NET ASSETS ..... 17,814,292
Net Assets - beginning of
period ..................... 7,777,972
---------------
Net Assets - end of period ... $ 25,592,264
---------------
---------------
</TABLE>

A-75
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1995

A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principles, is set forth below:

1. SIGNIFICANT ACCOUNTING POLICIES

A. VALUATION OF INVESTMENTS

Investments in shares of the Fund are valued at the reported net asset
values of the respective portfolios.

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 policies permit Metropolitan Life to charge
against the Separate Account any taxes, or reserves for taxes,
attributable to the maintenance or operation of the Separate Account.
Metropolitan Life does not anticipate, under existing law, that any
federal income taxes will be charged against the Separate Account in
determining the value of amounts under a policy.

D. NET PREMIUMS

Metropolitan Life deducts a sales load and a state premium tax charge
from premiums before amounts are allocated to the Separate Account. A
charge is also imposed in connection with certain of the policies to
recover a portion of the Federal income taxes imposed.

2. DIVIDENDS

A-76
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. EXPENSES

4. SUBSTITUTION OF DIVISION

On June 1, 1994, the net assets of the Equity Income Division were
transferred to the Diversified Division under a substitution plan.

A-77
<PAGE>
APPENDIX TO PROSPECTUS
OPTIONAL INCOME PLANS

OPTION 1. Interest income

The amount applied will earn interest which will be paid monthly.
Withdrawals of at least $500 each may be made at any time by written request.

OPTION 2. Installment Income for a Stated Period

Monthly installment payments will be made so that the amount applied, with
interest, will be paid over the period chosen (from 1 to 30 years).

OPTION 2A. Installment Income of a Stated Amount

Monthly installment payments of a chosen amount will be made until the
entire amount applied, with interest, is paid.

OPTION 3. Single Life Income--Guaranteed Payment Period

Monthly payments will be made during the lifetime of the payee with a chosen
guaranteed payment period of 10, 15 or 20 years.

OPTION 3A. Single Life Income--Guaranteed Return

OPTION 4. Joint and Survivor Life Income

Monthly payments will be made jointly to two persons during their lifetime
and will continue during the remaining lifetime of the survivor. A total payment
period of 10 years is guaranteed.

OTHER FREQUENCIES AND PLANS. Instead of monthly payments, the owner may
elect to have payments made quarterly, semiannually or annually. Other income
plans may be arranged with MetLife's approval.

CHOICE OF INCOME PLANS. See "Certificate Benefits--Optional Income Plans,"
page A-20 and "Certificate Rights--Surrenders," page A-31, regarding how
optional income plans may be chosen. When an income plan starts, a separate
contract will be issued describing the terms of the plan. Specimen contracts may
be obtained from the Administrative Office, and reference should be made to
these forms for further details.

A-78
<PAGE>
OPTIONAL INSURANCE BENEFITS

The following riders will be provided to all Owners if elected by the
participating entity:

ACCELERATED DEATH BENEFIT. This rider provides for a one-time discounted
payment of all or a portion of the death benefit to the Owner if the covered
person's life span has been drastically limited so that the covered person is
expected to die within six months or twelve months, as specified in the rider,
or is not expected recover from the cause of reduction in life span. In
addition, some riders also provide this benefit if the covered person is
permanently confined to a Nursing Home and has a life expectancy of less than
two years. The size of the benefit payment and the maximum benefit are stated in
the rider. There are no premiums or rider fees for this rider.

A-79
<PAGE>
The payment under this rider may be taxable or may affect eligibility for
benefits under state or federal law. Counsel and other competent advisors should
be consulted to determine the effect on an individual situation.

The following riders may be elected by either the participating entity or
the Owner, as set forth in the Policy or Certificate:

A-80
<PAGE>
METLIFE -REGISTERED TRADEMARK-

GV UL

GROUP VARIABLE UNIVERSAL LIFE

PROSPECTUSES FOR

- GROUP VARIABLE UNIVERSAL LIFE
INSURANCE POLICIES AND
CERTIFICATES

ISSUED BY

METROPOLITAN LIFE INSURANCE
COMPANY

- METROPOLITAN SERIES FUND, INC.

[ART]

VERSION 2
ML-GVUL (10/95 EDITION) PRINTED IN
U.S.A.

PART II
CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

Cross-Reference Table.

Form of Supplement to the Prospectus, consisting of 2 pages.

The Prospectus--Version No. 1, consisting of 86 pages.

The Prospectus--Version No. 2, consisting of 80 pages.

Undertaking to File Reports, filed with the initial filing of this
Registration Statement on April 14, 1995.

Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933,
filed with the initial filing of this Registration Statement on April 14,
1995.

Representation, Description and Undertaking pursuant to rule
6e-3(T)(b)(13)(iii)(F) under the Investment Company Act of 1940, filed
with the initial filing of this Registration Statement on April 14, 1995.

The signatures.

Written Consents of the following persons:

Christopher P. Nicholas (included in Exhibit 3 below)

Steven J. Abramson (filed with Exhibit 6 below)

Deloitte & Touche LLP

The following exhibits:

<TABLE>
<S> <C> <C> <C> <C>
1.A (1) -- Resolution of Board of Directors of Metropolitan Life effecting the
establishment of Metropolitan Life Separate Account........................... *
(2) --Not Applicable
(3) --(a) Not Applicable
--(b) Form of Selected Broker Agreement......................................... +
--(c) Schedule of sales commissions............................................. ****
(4) --Not applicable
(5) --(a) Specimen Group Variable Universal Life Insurance Policy (including any
alternate pages as required by state law) with form of riders, if any..... ++
--(b) Specimen Group Variable Universal Life Insurance Certificate issued under
the Group Variable Universal Life Policy (including any alternate pages as
required by state law) with form of riders, if any........................ ++
(6) --Charter and By-Laws of Metropolitan Life...................................... *
(7) --Not Applicable
(8) --Not Applicable
(9) --Not Applicable
(10) --(a) Application Form for Policy and Form of Receipt........................... +
--(b) Enrollment Form for Certificate and Form of Receipt....................... +
--(c) Request For Systematic Transfer Option Form............................... +
2. -- Opinion and consent of Counsel as to the legality of the securities being
sold.......................................................................... ++
3. --Not Applicable
4. --Not Applicable
</TABLE>

II-1
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
5. --Included as Exhibit 27 below
6. -- Opinion and consent of Steven J. Abramson relating to the Group Variable
Universal Life Insurance Policies, including representations required under
the terms of an SEC exemptive order (File No. 812-9452) permitting the
deduction of a charge to compensate MetLife for the tax impact of deferral of
acquisition costs............................................................. +
7. -- Form of Notice of Cancellation Right and Request for Cancellation relating to
Group Variable Universal Life Insurance Certificates pursuant to Rule
6e-3(T)(b)(13)(viii) under the Investment Company Act of 1940................. +
8. --Powers of Attorney............................................................ **
9. -- Method of Computing Exchange pursuant to Rule 6e-3(T)(b)(13)(v)(B) under the
Investment Company Act of 1940 (not required because there will be no cash
value adjustments)
10. -- Memoranda describing certain procedures filed pursuant to Rule
6e-3(T)(b)(12)(iii)........................................................... +
11. -- Statement of Metropolitan Life pursuant to Rule 27d-2 under the Investment
Company Act of 1940........................................................... ***
27. -- Financial Data Schedule of Separate Account UL (period ending June 30,
1995)......................................................................... +
<FN>
------------------------
+ Filed herewith.
* Incorporated by reference to the initial filing of the Registration
Statement of Separate Account UL (File No. 33-32813) on January 5, 1990.
** Powers of Attorney for signatories other than Theodossios Athanassiades,
Harry P. Kamen Stewart G. Nagler and Curtis H. Barnette were filed with the
filing of Post-Effective Amendment No. 1 to the Registration Statement of
Separate Account UL (File No. 33-32813) on March 1, 1991. Powers of
Attorney for Theodossios Athanassiades and Harry P. Kamen were filed with
the initial filing of the Registration Statement of Separate Account UL
(File No. 33-57320) on January 22, 1993. A Power of Attorney for Stewart G.
Nagler was filed with Pre-Effective Amendment No. 1 of the Registration
Statement of Separate Account UL (File No. 33-57320) on July 29, 1993. A
Power of Attorney for Curtis H. Barnette was filed with the initial filing
of this Registration Statement of Separate Account UL (File No. 33-91226)
on April 14, 1995. The foregoing Powers of Attorney are incorporated herein
by reference. Powers of Attorney for Hugh B. Price and Ruth J. Simmons are
filed herewith.
***Incorporated herein by reference to the filing of Post-Effective Amendment
No. 3 to the Registration Statement of Separate Account UL (File No.
33-47927) on April 21, 1995.
****Incorporated by reference from the sections entitled "Distribution of the
Group Policies and Certificates" in the prospectuses that are included in
this amended Registration Statement.
++Incorporated herein by reference to the initial filing of this Registration
Statement of Separate Account UL (File No. 33-91226) on April 14, 1995.
</TABLE>

II-2
<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, METROPOLITAN
LIFE INSURANCE COMPANY HAS DULY CAUSED THIS AMENDED REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, AND ITS SEAL
TO BE HEREUNTO AFFIXED AND ATTESTED, ALL IN THE CITY OF NEW YORK, STATE OF NEW
YORK, THIS 8TH DAY OF SEPTEMBER, 1995.

<TABLE>
<S> <C>
METROPOLITAN LIFE
(SEAL) INSURANCE COMPANY

By: /s/ RICHARD M. BLACKWELL
----------------------------------------
RICHARD M. BLACKWELL, ESQ.
SENIOR VICE-PRESIDENT & GENERAL COUNSEL
Attest: /s/ CHARLES B. LYNCH
-------------------------------------
CHARLES B. LYNCH, ESQ.
ASSISTANT SECRETARY
</TABLE>

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDED
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------------- -------------------------------------- -----------------------
<C> <S> <C>

* Chairman of the Board,
--------------------------------------------------- Chief Executive Officer
HARRY P. KAMEN and Director (Principal
Executive Officer)

* President, Chief Operating Officer and
---------------------------------------- Director
THEODOSSIOS ATHANASSIADES

* Senior Executive Vice-President and
---------------------------------------- Chief Financial Officer (Principal
STEWART G. NAGLER Financial Officer)

* Senior Executive Vice-President and
---------------------------------------- Controller (Principal Accounting
FREDERICK P. HAUSER Officer)

* Director
----------------------------------------
CURTIS H. BARNETTE

* Director
----------------------------------------
JOAN GANZ COONEY

* Director
----------------------------------------
JOHN J. CREEDON

*By /s/ CHRISTOPHER P. NICHOLAS September 8, 1995
------------------------------------
CHRISTOPHER P. NICHOLAS, ESQ.
ATTORNEY-IN-FACT
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------------- -------------------------------------- -----------------------
<C> <S> <C>

* Director
----------------------------------------
A. LUIS FERRE

* Director
----------------------------------------
JAMES R. HOUGHTON

* Director
----------------------------------------
HELENE L. KAPLAN

* Director
----------------------------------------
RICHARD J. MAHONEY

* Director
----------------------------------------
ALLEN E. MURRAY

* Director
----------------------------------------
JOHN J. PHELAN, JR.

* Director
----------------------------------------
JOHN B. M. PLACE

* Director
----------------------------------------
HUGH B. PRICE

* Director
----------------------------------------
ROBERT G. SCHWARTZ

* Director
----------------------------------------
RUTH J. SIMMONS

* Director
----------------------------------------
WILLIAM S. SNEATH

* Director
----------------------------------------
JOHN R. STAFFORD

*By /s/ CHRISTOPHER P. NICHOLAS September 8, 1995
------------------------------------
CHRISTOPHER P. NICHOLAS, ESQ.
ATTORNEY-IN-FACT
</TABLE>

II-4
<PAGE>

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
METROPOLITAN LIFE SEPARATE ACCOUNT UL, CERTIFIES THAT IT HAS DULY CAUSED THIS
AMENDED REGISTRATION STATEMENT TO BE SIGNED, ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED, AND ITS SEAL TO BE HEREUNTO AFFIXED AND ATTESTED, ALL
IN THE CITY OF NEW YORK, STATE OF NEW YORK THIS 8TH DAY OF SEPTEMBER, 1995.

<TABLE>
<C> <S>
METROPOLITAN LIFE
SEPARATE ACCOUNT UL
(REGISTRANT)

By: METROPOLITAN LIFE
INSURANCE COMPANY
(DEPOSITOR)

(SEAL) By: /s/ RICHARD M. BLACKWELL
----------------------------------
RICHARD M. BLACKWELL, ESQ.
SENIOR VICE-PRESIDENT
AND GENERAL COUNSEL

Attest: /s/ CHARLES B. LYNCH
------------------------------------
CHARLES B. LYNCH, ESQ.
ASSISTANT SECRETARY
</TABLE>

II-5
<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Pre-Effective Amendment No. 1 to Registration
Statement No. 33-91226 of our report dated February 21, 1995 relating to
Metropolitan Life Separate Account UL, and of our report dated February 10, 1995
relating to Metropolitan Life Insurance Company appearing in the Prospectuses,
which are a part of such Registration Statement, and to the reference to us
under the heading "Experts" in such Prospectuses.

DELOITTE & TOUCHE LLP
New York, New York
September 6, 1995

II-6

<PAGE>

Exhibit 1.A(3)(b)

SELECTED BROKER AGREEMENT

Agreement dated ______________, 1995, by and between Metropolitan Life
Insurance Company ("MetLife" or "Distributor"), a New York corporation, and
_____________________ ("Broker"), a __________________ corporation.

WITNESSETH:

In consideration of the mutual promises contained herein, the parties
hereto agree as follows:

A. DEFINITIONS

(1) Applicant - An entity that applies to become a participating entity in
the group variable universal life insurance policy and/or an individual that
applies to become the owner of a group variable universal life insurance
certificate issued under a group variable universal life insurance policy, as
applicable.

(2) GVUL Policies - The GVUL Policies are group variable universal life
insurance policies and certificates issued under such policies that are issued
by MetLife and listed in the attached Schedule A as amended from time to time.

(3) Variable Contracts - Other variable contracts issued by MetLife which
the Distributor may from time to time underwrite and make available to Broker
for distribution and which are listed in the attached Schedule A as amended from
time to time, including variable annuity, variable life insurance, and other
variable insurance contracts and certificates.
<PAGE>

(4) Registration Statements - Registration statements and amendments filed
with the Securities and Exchange Commission relating to GVUL Policies or
Variable Contracts, including those for any relevant funding vehicle.

(5) Prospectus - The prospectuses and Statements of Additional Information
included within the Registration Statements referred to herein or filed pursuant
to Rules 424 and 497 under the Securities Act of 1933, as amended.

(6) 1934 Act - The Securities Exchange Act of 1934, as amended.

(7) SEC - the Securities and Exchange Commission.

B. REPRESENTATIONS BY DISTRIBUTOR AND BROKER

Both Distributor and Broker agree to comply with all applicable rules and
regulations of the National Association of Securities Dealers, Inc. ("NASD"),
federal and state securities laws, and insurance laws, as well as with all other
state or federal laws, rules or regulations that are now or may hereafter become
applicable to the transactions which are the subject of this Agreement.

C. AGREEMENTS OF DISTRIBUTOR

(1) Distributor hereby authorizes Broker, during the term of this
Agreement, to solicit applications for the GVUL Policies and Variable Contracts
listed in the attached Schedule A, as amended from time to time, provided that
there is an effective

2
<PAGE>

Registration Statement relating to such GVUL Policies and such other Variable
Contracts and, provided further, that Broker shall not solicit applications for
GVUL Policies or Variable Contracts except in those states or jurisdictions in
which such GVUL Policies or Variable Contracts are qualified for sale under all
applicable securities and insurance laws as listed in the attached Schedule A,
as amended from time to time. Broker understands that no territory is
exclusively assigned hereunder and that Distributor may enter into agreements
with other brokers regarding the sale of such GVUL Policies and Variable
Contracts.

(2) Distributor, during the term of this Agreement, will notify Broker of
the issuance by the SEC of any stop order with respect to a Registration
Statement or the initiation of any proceedings for that purpose or for any other
purpose relating to the registration and/or offering of GVUL Policies and
Variable Contracts and of any other action or circumstances that may prevent the
lawful sale of the GVUL Policies and the Variable Contracts in any state or
jurisdiction.

(3) During the term of this Agreement, Distributor shall advise Broker of
any amendment to any Registration Statement or supplement to any Prospectus.

(4) Distributor reserves the right at any time to suspend sales or
withdraw the offering of GVUL Policies and Variable Contracts in its discretion
and without prior notice to the Broker.

(5) The performance or receipt of services pursuant to this

3
<PAGE>

Agreement shall in no way impair the absolute control of the business and
operations of each of the parties by its own Board of Directors.

Pursuant to the foregoing, MetLife shall specifically retain ultimate
authority:

(i) to appoint and discharge agents marketing insurance on its behalf;

(ii) to direct the marketing of its insurance products and services;

(iii) to review and approve all advertising concerning its insurance
products and services;

(iv) to underwrite all insurance policies issued by it;

(v) to cancel risks;

(vi) to handle all matters involving claims adjusting and payment;

(vii) to prepare all policy and certificate forms and amendments; and

(viii) to maintain custody of, responsibility for and control of all
investments.

D. AGREEMENTS OF BROKER

(1) Broker represents and agrees that it is a registered broker/dealer
under the 1934 Act and in such other jurisdictions as the business transacted by
it requires, is a member in good standing of the NASD, has obtained any other
approvals, licenses, authorizations, orders or consents which are necessary to
enter into this Agreement and to perform its duties hereunder, and is

4
<PAGE>

bonded as required by all applicable laws and regulations. Broker further
represents that the agents or representatives of Broker who will be soliciting
applications for GVUL Policies and Variable Contracts will be duly licensed
registered representatives or principals of Broker, will be appropriately
licensed under applicable insurance laws and will have received a level of
qualification with the NASD appropriate for the relevant GVUL Policies and
Variable Contracts.

(2) Commencing at such time as Distributor and Broker shall agree upon,
Broker agrees to use its best efforts to find purchasers of the GVUL Policies
and Variable Contracts. In meeting its obligation to use its best efforts to
solicit applications for the GVUL Policies and Variable Contracts, Broker shall,
during the term of this Agreement, engage in the following activities:

(a) Continuously utilize those training, sales, advertising, and
promotional materials which have been approved by the Distributor;

(b) Establish and implement reasonable procedures for periodic
inspection and supervision of sales practices of its agents or representatives
and submit periodic reports to Distributor, as may be requested, on the results
of such inspections and the compliance with such procedures; provided however
that Broker shall retain sole responsibility for the supervision, inspection and
control of its agents and representatives;

5
<PAGE>

(c) Take reasonable steps to ensure that the various representatives
appointed by it shall not make recommendations to an applicant to purchase a
GVUL Policy or a Variable Contract in the absence of reasonable grounds to
believe that the purchase of a GVUL Policy or a Variable Contract is suitable
for such applicant consistent with the suitability guidelines provided by
Distributor from time to time.

(3) This Agreement does not authorize the Broker, its agents or
representatives to collect premiums or other charges on behalf of MetLife. Any
such authorization will be set forth under a separate administrative agreement.

(4) Broker shall act as an independent contractor, and nothing herein
contained shall constitute Broker, its agents or representatives, or any
employees thereof as employees of Distributor in connection with the
solicitation of applications for GVUL Policies or Variable Contracts. Broker,
its agents or representatives, and its employees shall not hold themselves out
to be employees of Distributor in this connection or in any dealings with the
public. Broker is not a principal underwriter or agent of any MetLife separate
account or any funding medium therefor.

(5) Broker agrees that any material it develops, approves or uses for
sales, training, explanatory or other purposes in connection with the
solicitation of applicants for GVUL Policies or Variable Contracts hereunder
other than generic advertising material which does not make specific reference
to Distributor,

6
<PAGE>

the GVUL Policies or the Variable Contracts will not be used without the prior
written consent of Distributor.

(6) Solicitation and other activities by Broker shall be undertaken only
in accordance with applicable laws and regulations. Broker represents that no
commissions, or portions thereof, or other compensation for the sale of GVUL
Policies or Variable Contracts will be paid to any person or entity which is not
duly licensed and appointed by MetLife as a life insurance and variable contract
broker or agent of MetLife in the appropriate states or other jurisdictions.
Broker shall ensure that such agents or representatives fulfill any training
requirements necessary to be licensed. Broker understands and acknowledges that
neither it nor its agents or representatives is authorized by Distributor to
give any information or make any representation in connection with this
Agreement or the offering of the GVUL Policies or the Variable Contracts or any
relevant funding vehicle other than those contained in the Prospectus or other
solicitation material authorized in writing by Distributor and agrees to take
all reasonable steps necessary to insure that no representations are made or
information given that is not contained in the Prospectus or such other
solicitation material. The Prospectus for a GVUL Policy or Variable Contract,
for any relevant funding vehicle, and any supplements or amendments thereto,
shall be delivered to every applicant for that GVUL Policy or Variable Contract,
provided that any Statement of Additional Information shall be delivered only to
any applicant

7
<PAGE>

who requests one except where otherwise required by law.

(7) Neither Broker nor its agents or representatives shall have authority
on behalf of Distributor to: make, alter or discharge any GVUL Policy, Variable
Contract or other form; receive any monies or payments due, or to become due, to
MetLife except as set forth in Section D(3) of this Agreement; adjust or settle
any claim or commit Distributor with respect thereto, or bind Distributor or any
of its affiliates in any way; or enter into legal proceedings in connection with
any matter pertaining to Distributor's business without its prior written
consent, unless Broker is named in such proceedings. Broker shall not expend,
nor contract for the expenditure of, the funds of Distributor nor shall Broker
possess or exercise any authority on behalf of the Distributor other than that
expressly conferred on Broker by this Agreement.

(8) Broker agrees to prepare any forms necessary to comply with
applicable state insurance laws or regulations or received from Distributor
in connection with the sale of GVUL Policies or Variable Contracts as
replacement for other insurance or annuity products and to send such forms to
Distributor. In the alternative, if such forms are not required but information
with respect to replacement is required, Broker will transmit such information
in writing to Distributor. Broker further agrees to notify Distributor when
sales of GVUL Policies or Variable Contracts are replacement contracts. Such
notification shall not be later than the time that Broker submits to Distributor
the

8
<PAGE>

information required to calculate commissions payable hereunder.

(9) Broker agrees to furnish Distributor or any appropriate regulatory
authority with any information or reports in connection with its
responsibilities under this Agreement which such person may reasonably request
in order to ascertain whether the operations of Distributor related to the GVUL
Policies and Variable Contracts are being conducted in a manner consistent with
applicable laws or regulations.

E. COMPENSATION

(1) Distributor shall arrange for payment of any commissions to Broker or
its designee as compensation for the sale of each GVUL Policy or Variable
Contract sold by an agent or representative of Broker. The amount of such
compensation, if any, shall be paid monthly and shall be based on a schedule
which is determined by agreement of Distributor and Broker. Distributor shall
identify to Broker with each such payment the name or names of the agent(s) or
representative(s) of Broker who solicited each GVUL Policy or Variable Contract
covered by the payment. Broker will be responsible for issuing checks,
statements or forms for tax purposes and other administrative duties connected
with compensation of such agents or representatives.

(2) Any indebtedness of Broker to Distributor shall be a first lien
against any monies payable hereunder. The right of Broker, or any person
claiming through Broker to receive any compensation provided by this Agreement,
shall be subordinate to

9
<PAGE>

the right of Distributor to offset such compensation against any indebtedness of
the Broker to Distributor.

(3) Neither Broker nor any of its agents or representatives shall have any
right to withhold or deduct any part of any purchase payment it shall receive
for purposes of payment of commission or otherwise.

(4) No compensation shall be payable, and any compensation already paid
shall be returned to Distributor on request, under each of the following
conditions:

(a) If Distributor, in its sole discretion, determines not to issue
the GVUL Policy or Variable Contract applied for,

(b) if Distributor refunds the premium paid by the applicant, upon
the exercise of applicant's right of withdrawal pursuant to any
"free-look" privilege,

(c) if Distributor refunds the premium paid by applicant as a result
of a complaint by applicant, recognizing that Distributor has
sole discretion to refund premiums paid by applicants, or

(d) if Distributor determines that any person signing an application
who is required to be licensed or any other person or entity
receiving compensation for soliciting purchases of the GVUL
Policies or Variable Contracts is not duly licensed to sell the
GVUL Policies or Variable Contracts in the

10
<PAGE>

jurisdiction of such attempted sale.

(5) Broker, either directly or by reimbursing Distributor on request,
shall pay all other expenses of soliciting applications for the GVUL Policies or
Variable Contracts, including but not limited to expenses relating to sales
literature and advertisements originated by Broker.

F. COMPLAINTS AND INVESTIGATIONS

(1) Broker and Distributor jointly agree to cooperate fully in any
insurance regulatory investigation or proceeding or judicial proceeding arising
in connection with the GVUL Policies or the Variable Contracts. Broker and
Distributor further agree to cooperate fully in any securities regulatory
investigation or proceeding or judicial proceeding with respect to Broker,
Distributor, their affiliates and their agents or representatives to the extent
that such investigation or proceeding is in connection with the GVUL Policies or
Variable Contracts.

(2) Both the Broker and Distributor jointly agree to investigate any
customer complaint in connection with the GVUL Policies or the Variable
Contracts. The term customer complaint shall mean an oral or written
communication either directly from the purchaser of or applicant for a GVUL
Policy or a Variable Contract or his/her legal representative, or indirectly
from a regulatory agency to which he or she or his/her legal representative has
expressed a grievance.

(3) Such cooperation referred to in Sections F(1) and F(2) of this
Agreement shall include, but is not limited to, each

11
<PAGE>

party promptly notifying the other of the receipt of notice of any such
investigation, proceeding, or customer complaint, forwarding to the other party
a copy of any written materials in connection with the matter (or a written
statement of an oral complaint) and such additional information as may be
necessary to furnish a complete understanding of same, and, in the case of a
customer complaint, consulting with the other party, prior to responding
thereto, and, thereafter, providing each other with copies of all written
responses.

(4) Notwithstanding Sections F(1), F(2) and F(3), Distributor retains
discretion to resolve complaints or grievances of applicants, policyholders or
others with respect to the GVUL Policies and Variable Contracts.

G. RECORDS AND ADMINISTRATION

(1) Once a GVUL Policy or Variable Contract has been issued, it will be
mailed to the applicant, accompanied by any applicable Notice of Withdrawal
Right and additional appropriate documents. Distributor will confirm or cause
to be confirmed to customers of Broker all GVUL Policy and Variable Contract
transactions, as and to the extent legally required and will administer all of
the GVUL Policies or Variable Contracts after they have been delivered, but may
from time to time require assistance from Broker.

(2) Broker will maintain all books and records as required by Rules 17a-3
and 17a-4 under the 1934 Act, except to the extent

12
<PAGE>

that Distributor may agree to maintain any such records on Broker's behalf.
Records subject to any such agreement shall be maintained by Distributor as
agent for Broker in compliance with said rules, and such records shall be and
remain the property of Broker and be at all times subject to inspection by the
SEC in accordance with Section 17(a) of that Act. Nothing contained herein
shall be construed to affect MetLife's right to ownership and control of all
pertinent records and documents pertaining to its business operations including,
without limitation, its operations relating to the GVUL Policies and Variable
Contracts, which right is hereby recognized and affirmed. Distributor and
Broker agree that each shall retain all records pertaining to MetLife's GVUL
Policies and Variable Contracts operations as required by the 1934 Act, and the
rules and regulations thereunder and by any other applicable law or regulation,
as confidential information and neither party shall reveal or disclose such
confidential information to any third party unless such disclosure is authorized
by the party affected thereby or unless such disclosure is expressly required by
applicable federal or state regulatory authorities, except, however, that
nothing contained herein shall be deemed to interfere with any document, record
or other information which by law, is a matter of public record.

H. INDEMNIFICATION

(1) Distributor will indemnify and hold harmless Broker from any and all
losses, claims, damages or liabilities

13
<PAGE>

(or actions in respect thereof), to which Broker may become subject, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Prospectus for any of the GVUL Policies,
Variable Contracts or any relevant funding vehicle or any amendments or
supplements thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; and will reimburse
Broker for any legal or other expenses reasonably incurred by it in connection
with investigating or defending against such loss, claim, damage, liability or
action in respect thereof; provided, however, that Distributor shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any such
Prospectus, amendment or supplement in reliance upon and in conformity with
information furnished by Broker specifically for use in the preparation thereof.

Distributor shall not indemnify Broker for any action where an applicant
for any of the GVUL Policies or Variable Contracts was not furnished or sent or
given, at or prior to written confirmation of the sale of a GVUL Policy or
Variable Contract, a copy of the appropriate Prospectus(es), any Statement of
Additional Information, if requested, and any supplements or

14
<PAGE>

amendments to either furnished to Broker by Distributor. The foregoing
indemnities shall, upon the same terms and conditions, extend to and inure to
the benefit of each director and officer of Broker and any person controlling
it.

(2) Broker will indemnify and hold harmless Distributor against any
losses, claims, damages or liabilities (or actions in respect thereof), to which
Distributor may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Prospectus for any of the GVUL Policies, Variable Contracts or any relevant
funding vehicle or any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein or necessary to
make the statements therein not misleading, in each case to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in any such Prospectus, amendment or supplement, in reliance upon and in
conformity with information furnished to Distributor by Broker specifically for
use in the preparation thereof; and will reimburse Distributor for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending against any such loss, claim, damage, liability or action. The
foregoing indemnities shall, upon the same terms and conditions, extend to and
inure to the benefit of each director and officer of Distributor and any person
controlling it.

15
<PAGE>

(3) Broker shall indemnify and hold harmless Distributor from any and all
losses, claims, damages or liabilities (or actions in respect thereof) to which
Distributor may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or result from
negligent, improper, fraudulent or unauthorized acts or omissions by Broker,
its employees, agents, representatives or principals, including but not limited
to improper solicitation of applications for the GVUL Policies or Variable
Contracts, except as stated herein. Broker shall indemnify and hold harmless
Distributor for any losses, claims, damages or liabilities (or actions in
respect thereof) to which Distributor may become subject, insofar as the losses,
claims, damages or liabilities (or action in respect thereof) arise out of or
are based upon any unauthorized use of sales materials or advertisements or any
oral or written misrepresentations or any unlawful sales practices concerning
the GVUL Policies or Variable Contracts by Broker, its employees, agents,
representatives or principals, except as stated below. Broker shall indemnify
and hold Distributor harmless for any penalties, losses or liabilities resulting
from Distributor improperly paying any compensation under this Agreement, unless
such improper payment was caused by Distributor's negligence or willful
misconduct. Unless such improper payment was caused by Broker's negligence or
willful misconduct, the indemnity under the immediately preceding sentence shall
be limited to all compensation payable to and by

16
<PAGE>

Broker pursuant to this Agreement. The foregoing indemnities shall, upon the
same terms and conditions, extend to and inure to the benefit of each director
and officer of Distributor and any person controlling it.

(4) Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may
otherwise have to any indemnified party. In case any such action shall be
brought against any indemnified party, and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate in, and, to the extent that it shall wish, jointly with any other
indemnifying party, similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of
investigation.

I. TERM OF AGREEMENT

(1) This Agreement shall continue in force for one year from its effective
date and thereafter shall automatically be

17
<PAGE>

renewed every year for a further one year period; provided that either party may
unilaterally terminate this Agreement with or without cause upon thirty (30)
days' written notice to the other party of its intention to do so.

(2) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except (a) the agreements contained in Section F, G and
H hereof; and (b) the obligation to settle accounts hereunder. Except with
respect to records maintained by or on behalf of Broker pursuant to Rules 17a-3
and 17a-4 under the 1934 Act, Broker shall return to Distributor, within 30 days
after the effective date of termination, any and all records in its possession
which have been specifically maintained in connection with MetLife's operations
related to the GVUL Policies or Variable Contracts. It is expressly understood
by Broker and Distributor that Distributor's obligation to pay renewal
commissions to Broker for sales of GVUL Policies and Variable Contracts
hereunder does not survive the termination of this Agreement.

J. ASSIGNABILITY

This Agreement shall not be assigned by either party without the written
consent of the other.

K. MODIFICATION

This Agreement may only be modified in writing signed by both parties.

L. NOTICES

Notices to be given hereunder shall be addressed as follows:

18
<PAGE>

Distributor: Metropolitan Life Insurance Company
Group Life
501 US Highway 22
Bridgewater, New Jersey 08830

Attention: H. Koransky

Broker:

Attention:

M. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

In Witness Whereof, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

METROPOLITAN LIFE INSURANCE COMPANY
(Distributor)

By___________________________________

(Broker)

By___________________________________

<PAGE>

Exhibit 1.A(10) (a)

<S> <C>

- DRAFT -

DO NOT WRITE IN THE ABOVE SPACE-FOR MetLife USE ONLY

__________________________________________________________________________________________________________________________________

ABC COMPANY Group Variable Universal Life Enrollment Form
__________________________________________________________________________________________________________________________________

EMPLOYEE NAME Last First Middle Employee Social Security No. Sex (M/F)

__________________________________________________________________________________________________________________________________
Address No. Street Employee Birthdate(Mo./Day./Yr.) Annual Salary

__________________________________________________________________________________________________________________________________
City State Zip Pay Frequency / / Weekly / / Bi Weekly / / Monthly

__________________________________________________________________________________________________________________________________
Daytime Phone Employer Location (city, state, zipcode) Employment Date (mo./day/yr.)

__________________________________________________________________________________________________________________________________

SECTION 1 Employee Coverage
__________________________________________________________________________________________________________________________________

A. Select ONE coverage: / / GROUP UNIVERSAL LIFE [00000] / / GROUP VARIABLE UNIVERSAL LIFE [11111]

B. [Select the base pay multiple of coverage amount desired. Plan maximum is [$500,000]; Plan minimum is the greater of
[$10,000] or 1 x your Basic Annual Salary.
[ / / 1x / / 2x / / 3x / / 4x / / 5x] Basic Annual Salary.

Round this amount to the next higher [$5,000] if not already an even multiple. This is your chosen Face Amount of Coverage:
$ ____________.]

GUL GVUL
[C. Monthly Cost of Insurance (see rate sheet) C.__________ C.__________

D. (GUL Only) EXTRA Monthly Contribution D.__________ N/A
MINIMUM [$10]

(GVUL Only) EXTRA Monthly Contribution
MINIMUM [AMOUNT = TO MONTHLY COST OF INSURANCE] N/A D.__________

E. Monthly Administration Fee (see rate sheet) E.__________ E.__________

F. Total Monthly Premium [employee] = C + D + E F.__________ F.__________

* IF YOU SELECT GVUL (GROUP VARIABLE UNIVERSAL LIFE), PLEASE COMPLETE ATTACHED SUPPLEMENT.]

__________________________________________________________________________________________________________________________________

[SECTION 2 Dependent Coverage

__________________________________________________________________________________________________________________________________

SPOUSE NAME Last First Middle Spouse Birthdate (mo./day/yr.) Social Security No.

__________________________________________________________________________________________________________________________________

A. Spouse Coverage (check box for coverage desired)
/ / $10,000
/ / $20,000

B. Monthly Cost of Insurance (see rate sheet) B. _________

C. Child(ren) Coverage (check box for coverage desired)
/ / $2,000 / / $10,000

D. Monthly Cost of Insurance (flat amount) D._________

E. Total (dependent) = B+ D E._________
__________________________________________________________________________________________________________________________________

SECTION 3 Expected Monthly Premium

__________________________________________________________________________________________________________________________________

A. Employee Coverage + Dependent Coverage (F{SECTION 1}+E{SECTION 2}) A._________

__________________________________________________________________________________________________________________________________
<PAGE>

- DRAFT -

__________________________________________________________________________________________________________________________________

IMPORTANT

__________________________________________________________________________________________________________________________________

All Enrollees must answer the following question:

Has any person to be insured been hospitalized during the past 90 days?
Employee Spouse Child(ren)

/ / Yes* / / No / / Yes* / / No / / Yes* / / No
__________________________________________________________________________________________________________________________________]

__________________________________________________________________________________________________________________________________

SECTION 4 Medical Information

__________________________________________________________________________________________________________________________________

Please answer Questions "A" through "E" if: 1) the above question has been answered "yes" for any person to be insured; or 2) you
are enrolling for a coverage amount between $_______and $_____ ; or 3) if spouse coverage amount exceeds $_____ ; or 4) if you are
enrolling after your initial eligibility period.

Employee Spouse Child(ren)
A. In the past three years, has any person to be insured
received treatment or been told they had:
1) Cancer, Leukemia, Hodgkins Disease or other
associated malignancies?
-or-
2) Heart Disease, stroke or other related cardiovascular
disease? / / Y* / / N / / Y* / / N / / Y* / / N

B. Within the past two years, has any person to be insured
had persistent cough, pneumonia, chest discomfort, muscle
weakness, unexplained weight loss of ten pounds or more,
swollen glands, patches in mouth, visual disturbance, or
recurring diarrhea, fever or infection? / / Y* / / N / / Y* / / N / / Y* / / N

C. Has any request for Life or Health Insurance, by any
person to be insured, been declined, postponed or
issued other than as applied for? / / Y* / / N / / Y* / / N / / Y* / / N

D. Is any person to be insured receiving, entitled to receive
upon timely application, any benefit due to sickness or
injury (other than medical expense benefits) under any
private policy or plan or governmental program whether
insured or non-insured? / / Y* / / N / / Y* / / N / / Y* / / N

E. Employee: Height _______ Weight___________ Spouse: Height ________ Weight _________

* IF YOU ANSWERED "YES" TO ANY OF THE ABOVE QUESTIONS, PLEASE GIVE DETAILS, INCLUDING ENROLLEE NAME, DATES, DIAGNOSIS, TREATMENT,
AND NAME AND ADDRESS OF THE HEALTH CARE PROVIDER(S) AND HOSPITAL(S):
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________

SECTION 5 Medical Authorization

__________________________________________________________________________________________________________________________________

For underwriting and claim purposes, I hereby authorize any physician or other practitioner, hospital, clinic, other medically
related facility, insurance company, or other organization to furnish MetLife on my behalf, with information in his/her or its
possession, including the findings relating to medical, psychiatric or psychological care, or examination, or surgical treatment
given to the undersigned or any of my covered children. This authorization shall be valid for two years, and a photocopy of this
authorization shall be considered as effective and valid as the original.

EMPLOYEE SIGNATURE X __________________________________
DATE_____________________

SPOUSE SIGNATURE X _____________________________________
DATE_____________________

DEPENDENT (CHILD) SIGNATURE (IF AGE 14 OR OVER)X_____________________
DATE__________
__________________________________________________________________________________________________________________________________
<PAGE>

- DRAFT -

__________________________________________________________________________________________________________________________________

SECTION 6 Beneficiary Information

__________________________________________________________________________________________________________________________________

EMPLOYEE'S PRIMARY BENEFICIARY DESIGNATION
NO WHITE OUTS OR CROSS OUTS ALLOWED IN THIS SECTION.

Name Relationship Date of Birth Address Share %

__________________________________________________________________________________________________________________________________

TOTAL 100%

CONTINGENT BENEFICIARY DESIGNATION
IN THE EVENT SAID PRIMARY BENEFICIARY(IES) PREDECEASE(S) ME, I DESIGNATE AS CONTINGENT BENEFICIARY(IES):

Name Relationship Date of Birth Address Share %

__________________________________________________________________________________________________________________________________

TOTAL 100%

THE EMPLOYEE IS AUTOMATICALLY THE BENEFICIARY FOR DEPENDENT COVERAGE.

__________________________________________________________________________________________________________________________________

SECTION 7 Election - or - Election Not To Participate

__________________________________________________________________________________________________________________________________

IMPORTANT - One of the boxes must be checked:
If you select Group Variable Universal Life, please complete the attached supplement.

/ / I elect to participate in the Plan and certify that I have read the information on the reverse side of this enrollment form and
authorize deductions from my salary for the required contributions.

/ / I elect not to participate in the Plan and understand that evidence of insurability will be required if I enroll after the
initial enrollment period.

EMPLOYEE SIGNATURE X __________________________________ DATE_____________________

__________________________________________________________________________________________________________________________________

SECTION 8 For Benefit Administrator

__________________________________________________________________________________________________________________________________

Benefit Administrator's Signature X __________________________________ Date_____________________
Benefit Administrator's Phone Number ( )____________________________ Plan Eff. Date __________

__________________________________________________________________________________________________________________________________

IF YOU HAVE ANY QUESTIONS CALL TOLL FREE 1-800-???-???? FROM 7 AM TO 5 PM
(CENTRAL TIME)

__________________________________________________________________________________________________________________________________

MetLife - Group Variable Life, P.O. Box 2006, Aurora, IL 60507-2006

White Copy - MetLife Yellow Copy - Corporate Benefits Pink Copy - Employee

</TABLE>

<PAGE>

Exhibit 1.A(10) (b)

SUPPLEMENT TO ENROLLMENT FORM FOR GROUP VARIABLE UNIVERSAL LIFE

EMPLOYEE NAME Last First Middle

________________________________________________________________________________

SECTION 1: INVESTMENT OBJECTIVE

What is your main investment objective for investment of net premium?
SELECT ONLY ONE.

[ ] PRESERVATION OF CAPITAL: Protecting your investment. Applicable
investment divisions [are the Fixed Account and Money Market Portfolio].
[If this is your main objective, GUL coverage may be more suitable and
appropriate to your situation.]

[ ] INCOME: Generating the highest possible income with prudent investment
risk and preservation of capital. [Applicable investment division is
Income Portfolio.]

[ ] GROWTH & INCOME: Achieving a high return while attempting to limit
investment risk and preserve capital. Applicable investment divisions are
[Diversified, Stock Index and Growth Portfolios].

[ ] GROWTH: Achieving long term growth of your investment over time; income is
secondary. Applicable investment divisions are [Stock Index and Growth
Portfolios].

[ ] AGGRESSIVE GROWTH: Achieving maximum long term growth of investments by
accepting above average risk. Applicable investment divisions are
[Aggressive Growth and International Stock Portfolios].

SECTION 2: SELECTION OF INVESTMENT DIVISIONS (ACCOUNT ALLOCATION)

Generally, you should select those Investment Divisions/Account which agree with
your investment objective (as described in Section 1). You may also select
investments which are less risky than your investment objective. If you desire
to select more risky investments, please provide a written explanation. Higher
degrees of risk generally imply higher potential returns, but with more
volatility. Lower risk generally implies lower potential returns, but with less
volatility or variation.

Select the percentage of net premium to be allocated to selected Investment
Divisions/Account. For each Investment Division/Account, percentage allocated
must be at least 10% and a whole number (no fractions). Enter zero for any
division/account to which no allocation is made. Percentages allocated will
apply to future net premiums unless changed by the Certificate Owner. Refer to
the Prospectus for information on investment objectives and past performance for
the Investment Divisions/Account being offered in your group's plan. (NOTE:
SUM OF ALL ALLOCATIONS MUST TOTAL 100%)

[____ % Fixed Account (General Account) Low Risk
_____ % Money Market Portfolio Low Risk
_____ % Income Portfolio Low/Moderate Risk
_____ % Diversified Portfolio Low/Moderate Risk
_____ % Stock Index Portfolio Moderate Risk
_____ % Growth Portfolio Moderate Risk
_____ % International Stock Portfolio High Risk
_____ % Aggressive Growth Portfolio High Risk]
100%
<PAGE>

EXPLANATION OF INVESTMENT DIVISION/ACCOUNTS SELECTED (Note: It is only
necessary to complete this section if any Investment Division/Account selected
has higher risk than your investment objective.)

________________________________________________________________________________

SECTION 3: SYSTEMATIC TRANSFER OPTIONS

Are you interested in any of the systematic transfer options (Equity Generator,
Equalizer or Allocator) as described in the Prospectus?
[ ] Yes [ ] No

If YES, select ONE of these options by completing the Request for Systematic
Transfer Option Form (included in your Enrollment Packet). You may also select
one of these options at a later date as specified in the Prospectus after
enrolling in GVUL.

SECTION 4: FINANCIAL INFORMATION - To help ensure suitability, please
indicate your current Net Savings and Investments (not including personal
residence, home furnishings or personal automobiles).

<TABLE>

[ ] $0 -$9,999 [ ] $20,000 - $39,999 [ ] $60,000 - $99,999 [ ] Over $200,000
[ ] $10,000 - $19,999 [ ] $40,000 - $59,999 [ ] $100,000 - $199,000

</TABLE>

SECTION 5: STATEMENT OF UNDERSTANDING

Do you understand that under the certificate (exclusive of any optional
benefits):

(i) the amount of death benefit in excess of the Specified Face Amount for
GVUL may increase or decrease depending on the certificate's
investment experience? (refer to page [ ] of the GVUL Prospectus)
(ii) the duration of the death benefit for GVUL may increase or decrease
depending on the certificate's investment experience? (refer to page
[ ] of the GVUL Prospectus)
(iii) the cash value may increase or decrease depending on the certificate's
investment experience? (refer to page [ ] of the GVUL Prospectus)

IT IS UNDERSTOOD THAT, AS SPECIFIED IN SECTION 5 ABOVE, THE AMOUNT AND/OR THE
DURATION OF THE DEATH BENEFIT AND THE AMOUNT OF THE CASH VALUE MAY INCREASE OR
DECREASE BASED ON THE INVESTMENT EXPERIENCE OF THE APPLICABLE SEPARATE ACCOUNT
AND ARE NOT GUARANTEED.

I have received a Group Variable Universal Life (GVUL) Prospectus dated [October
1, 1995], and understand the Statement of Understanding above.

____________ _________________________________________________________

Date Signature of Owner

____________ _________________________________________________________

Date Signature of Broker/Dealer or Registered Representative

<PAGE>

Exhibit 1.A(10) (c)

REQUEST FOR SYSTEMATIC TRANSFER OPTION FORM

(* NOTE: IT IS ONLY NECESSARY TO COMPLETE THIS FORM IF YOU ARE SELECTING ONE OF
THE OPTIONS LISTED BELOW.)

1. I AM INTERESTED IN ONE OF THE SYSTEMATIC TRANSFER OPTIONS: Equity Generator,
or Equalizer, or Allocator as described in the Prospectus and outlined below.

[ ] YES, I am interested in one of these systematic transfer options.
I've selected the option I'm interested in below.

[ ] NO, I am not interested in any of these options now.

Note: If you are not interested now, or would like to possibly select
one of these options at a later date, you may enroll subject to the
provisions detailed in the Prospectus.

2. * SYSTEMATIC TRANSFER OPTIONS - Select ONE of the following:

[ ] EQUITY GENERATOR - In each certificate month that at least $20 is
earned as interest in the Fixed Account, interest earned that month will be
transferred to the [Stock Index] Investment Division.

[ ] EQUALIZER - At the beginning of each certificate month, the amount in
the Fixed Account will be balanced with the amount in the [Stock Index]
Investment Division. A transfer will be made from one Division to the other, so
that the amounts in both Divisions are equal.

[ ] ALLOCATOR (DOLLAR COST AVERAGING) - Each certificate month, funds
will be transferred from the [Money Market] Investment Division to the Fixed
Account or to any other available Investment Division as long as possible as
specified by the certificate owner below. I understand that my selection must
allow the "Allocator" to remain in effect for at least three months. Select one
of the three transfer choices below:

[ ] AS LONG AS POSSIBLE

Transfer $ ________ per month to Fixed Account

Transfer $ ________ per month to ____________________________ Division

Transfer $ ________ per month to ____________________________ Division
________________________________________________________________________________

[ ] FOR THE SPECIFIED NUMBER OF MONTHS AS INDICATED BELOW:

Transfer $ ________ per month for ______ months to Fixed Account.

Transfer $ ________ per month for ______ months to
____________________________ Division

________________________________________________________________________________
<PAGE>

[ ] TRANSFER A TOTAL OF $____________ IN EQUAL MONTHLY INSTALLMENTS OVER
______ MONTHS TO THE:

[ ] Fixed Account [ ] Growth Investment Division

[ ] Income Investment Division [ ] International Stock Investment
Division

[ ] Diversified Investment Division [ ] Aggressive Growth Investment
Division

[ ] Stock Index Investment Division]

__________________________________ _________________________________

Signature of Certificate Owner Date

* NOTE: YOU MAY MAKE CHANGES TO ANY OF YOUR SYSTEMATIC TRANSFER OPTIONS
SUBJECT TO THE LIMITATIONS SPECIFIED IN THE PROSPECTUS, OR RECEIVE COPIES OF
THIS FORM BY CONTACTING METLIFE'S GVUL CUSTOMER SERVICE AT 1-800-523-2894.

<PAGE>

Exhibit 6

September 8, 1995

Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010

Dear Sirs:

This opinion is furnished in connection with the filing of Pre-Effective
Amendment No. 1 to Registration Statement No. 33-91226 on Form S-6
("Registration Statement") which covers premiums received under Group Variable
Universal Life Insurance Policies with a minimum group size of 200 eligible
lives ("Small Group Policies") and premium received under Group Variable
Universal Life Insurance Polices with a minimum group size of 1000 eligible
lives ("Large Group Policies") offered by Metropolitan Life Insurance Company
("MLIC") in each State where they have been approved by appropriate State
insurance authorities. As a Vice-President and Actuary of MLIC, I have reviewed
the Small Group Policy form and the Large Group Policy form and I am familiar
with the Registration Statement and Exhibits thereto. In my opinion:

(1) The illustrations of death benefits, cash values, cash surrender values and
accumulated premiums for the Small Group Policy on pages 15 to 22 and on
pages 31 to 34 of the prospectus relating to the Small Group Policies
included in the Registration Statement ("Small Group Prospectus"), based on
the assumptions stated in the illustrations, are consistent with the
provisions of the Small Group Policies. Such assumptions, including the
assumed current charge levels, are reasonable. The Small Group Policies
have not been designed so as to make the relationship between premiums and
benefits, as shown in the illustrations on pages 15 to 22 and on pages 31
to 34, appear to be correspondingly more favorable to a prospective
purchaser of a certificate under the Small Group Policy for males age 40 in
the underwriting categories specified in the illustrations, than to
prospective purchasers of certificates under Small Group Policies for a
male at other ages or in other underwriting classes or for a female. Nor
were the particular illustrations shown selected for the purpose of making
this relationship appear more favorable.
<PAGE>

(2) The illustrations of the amount of surrender charge which would be taken
upon the surrender of a particular certificate issued pursuant to a Small
Group Policy on page 31, based on the assumptions stated in the
illustrations, are consistent with the provisions of the Small Group
Policy.

(3) The charge for federal taxes that is imposed under the Small Group Policies
is reasonable in relation to MLIC's increased tax burden under Section 848
of the Internal Revenue Code of 1986, resulting from MLIC's receipt of
premiums under such Small Group Policies. The cost to MLIC of capital used
to satisfy its increased tax burden under Section 848 is, in essence,
MLIC's targeted after-tax rate of return. The targeted after-tax rate of
return is reasonable and the factors taken into account by MLIC in
determining such targeted after-tax rate of return are appropriate factors
to consider.

(4) The illustrations of death benefits, cash values, and accumulated premiums
for the Large Group Policy on pages A-14 to A-20 and on pages A-27 to A-29
of the prospectus relating to the Large Group Policies included in the
Registration Statement ("Large Group Prospectus"), based on the assumptions
stated in the illustrations, are consistent with the provisions of the
Large Group Policies. Such assumptions, including the assumed current
charge levels, are reasonable. The Large Group Policies have not been
designed so as to make the relationship between premiums and benefits, as
shown in the illustrations on pages A-14 to A-20 and on pages A-27 to A-29,
appear to be correspondingly more favorable to a prospective purchaser of a
certificate under the Large Group Policy for males age 40 in the
underwriting risk categories specified in the illustrations, than to
prospective purchasers of certificates under Large Group Policies for a
male at other ages or in other underwriting classes or for a female. Nor
were the particular illustrations shown selected for the purpose of making
this relationship appear more favorable.

(5) The charge for federal taxes that is imposed under the Large Group Policies
is reasonable in relation to MLIC's increased tax burden under Section 848
of the Internal Revenue Code of 1986, resulting from MLIC's receipt of
premiums under such Large Group Policies. The cost to MLIC of capital used
to satisfy its increased tax burden under Section 848 is, in essence,
MLIC's targeted after-tax rate of return. The targeted after-tax rate of
return is reasonable and the factors taken into account by MLIC in
determining such targeted after-tax rate of return are appropriate factors
to consider.
<PAGE>

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in each of
the Small Group Prospectus and the Large Group Prospectus.

Very truly yours,

/s/ Steven J. Abramson
-----------------------
Steven J. Abramson
Vice-President and
Actuary

<PAGE>

Exhibit 7

METROPOLITAN LIFE INSURANCE COMPANY
177 South Commons Drive
Aurora, Illinois 60507

Date of Mailing: [11/14/95]
Group Identification Number: [933406396 UM]
Thebe Smith Certificate Number: [1234]
824 Middle Cove Insured: [Thebe D. Smith]
Piano, TX 75023 Plan: Group Variable Universal
Life
Premium Mode: Payroll Deduction
Planned Premium Payment: [$60.50/monthly]

NOTICE OF FREE LOOK RIGHT

We are sending you this notice to comply with the laws administered by the
Securities and Exchange Commission. Please read this notice and keep it with
your records.

You recently purchased a Group Variable Universal Life Certificate from us. The
certificate's cash value will vary with the investment experience of the
investment divisions of MetLife Separate Account UL to which amounts are
allocated and the fixed rates of interest earned by allocations to the General
Account, as discussed in the certificate. Please examine your certificate. You
have the right to surrender the certificate without charge and return it and
receive a full refund of all premiums paid (Free Look Right). The deadline for
exercising this Free Look Right is the latest of:

- 10 days after you received the certificate except where state law requires
a longer period for replacement policies);

- 45 days from the date you completed the enrollment form; or

- 10 days from the date of the postmark of the mailing of this notice.

If the certificate is returned, we will treat it as if it were never issued, and
we will promptly refund any premium paid.

In determining whether or not to exercise your Free Look Right, you should
consider, among other things, the projected cost of your certificate and your
ability to make any additional premium payments required to keep the certificate
in force in the event the cash value of the certificate (less indebtedness) is
insufficient to pay the monthly deductions as they come due. The certificate
describes the circumstances under which the certificate will terminate.

You also received a Prospectus describing the deductions from premiums before
amounts are allocated to Separate Account UL and/or the General Account of
MetLife, the monthly deductions
<PAGE>

from the certificate's cash value, and the charges against the Separate Account.
Total premium expense charges of [5%] are deducted from all premium payments.
These charges consist of a sales charge of [3%], a federal tax recovery charge
of [0.35%] and a state premium tax charge of [3%]. In addition, the
certificate's cash value will be reduced by a monthly deduction equal to the sum
of:

- a monthly cost of term insurance charge;

- the cost of any optional insurance benefits added by the rider;

- a monthly administration charge comprised of two components: The first is
equal to [50%] of the monthly combined charge. The second is equal to
[$3.00] per certificate per month;

At present, there is no transfer fee charged against the cash value of the
certificate for transfers among the investment divisions of the Separate Account
and between the investment divisions and the Fixed Account. As described in the
Prospectus, MetLife reserves the right in the future to assess a charge of up to
$25.00 against each transfer.

[If the certificate is cash surrendered within the first 5 certificate years
after issue, a surrender charge will be deducted. [The surrender charge will be
based on a charge per thousand of the specified face amount, the death benefit
option and age of the insured at issue or at the time of an increase in the
specified face amount, which declines over 5 certificate years to zero after the
5th year.]

In addition, a daily charge equivalent to an effective annual rate of 0.45% of
the average daily net asset value of each investment division of Separate
Account UL will be deducted from the Separate Account for certain mortality and
expense risks.

If you decide to surrender your policy, under the Free Look Right, complete the
attached form. Return the form and your certificate according to the
instructions on the form. The returned form must be postmarked on or before
the deadline described above.

METROPOLITAN LIFE INSURANCE COMPANY

Christine N. Markussen
Vice President and
Secretary

<PAGE>

Exhibit 8

POWER OF ATTORNEY
Hugh B. Price
Director

KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Joseph A. Reali,
Richard G. Mandel and Christopher P. Nicholas, and each of them severally, my
true and lawful attorney-in-fact, for me and in my name, place and stead to
execute and file any instrument or document to be filed as part of or in
connection with or in any way related to the Registration Statements and any and
all amendments thereto, filed by said Company under the Securities Act of 1933
and/or the Investment Company Act of 1940, in connection with Metropolitan Life
Separate Account UL or Metropolitan Life Separate Account E of said Company,
and to have full power and authority to do or cause to be done in my name,
place and stead each and every act and thing necessary or appropriate in order
to effectuate the same, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact or any of them, may do or cause to be done by virtue hereof. Each said
attorney-in-fact shall have power to act hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of May, 1995.

/s/ Hugh B. Price
----------------------
Signature
<PAGE>

POWER OF ATTORNEY
Ruth J. Simmons
Director

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of June, 1995.

/s/ Ruth J. Simmons
------------------------
Signature

<PAGE>
EXHIBIT 10

DESCRIPTION OF METLIFE GROUP VARIABLE UNIVERSAL LIFE ISSUANCE,
TRANSFER AND REDEMPTION PROCEDURES FOR POLICIES
PURSUANT TO RULE 6e-3(T)(b)(12)(iii)
UNDER THE INVESTMENT COMPANY ACT OF 1940
SEPTEMBER 7, 1995

Pursuant to Rule 6e-3(T)(b)(12)(iii) under the Investment Company Act of
1940 ("1940 Act"), this exhibit sets forth certain issuance, transfer and
redemption procedures to be followed by Metropolitan Life Insurance Company
("MetLife") in connection with the issuance of its group variable universal
life insurance policies, (the "policies") and certificates issued thereunder
(the "certificates").

MetLife believes its procedures meet the requirements of Rule
6e-3(T)(b)(12)(iii) and states the following:

1. Because of the insurance nature of MetLife's policies and
certificates and due to the requirements of state insurance laws, the
procedures necessarily differ in significant respects from procedures for
mutual funds and contractual plans for which the 1940 Act was designed.

2. Many of the procedures used by MetLife have been adopted from its
established procedures for its individual flexible premium variable life
insurance policies and its individual or group fixed benefit life insurance
products.

3. In structuring its procedures to comply with Rule 6e-3(T), state
insurance laws and its established administrative procedures, MetLife has
attempted to comply with the intent of the 1940 Act, to the extent deemed
feasible.

4. In general, state insurance laws, like Rule 6e-3(T)(b)(12)(iii),
require that MetLife's procedures be reasonable, fair and not discriminatory.

5. Because of the nature of the insurance product, it is often
difficult to determine precisely when MetLife's procedures deviate from those
required under Sections 22(d), 22(e) or 27(c)(1) of the 1940 Act or Rule
22c-1 thereunder. Accordingly, set out below is a summary of the principal
policy and certificate provisions and procedures not otherwise described in
the prospectuses, which may be deemed to constitute, either directly or
indirectly, such a deviation. The summary, while comprehensive, does not
attempt to describe each and every procedure or variation which might occur
and does include certain procedural steps which do not constitute deviations
from the above-cited sections or rule.

<PAGE>

Under the policies and certificates, net premiums may be allocated to a
Fixed Account, which is part of MetLife's General Account, and/or to one or
more investment division of MetLife's Separate Account UL (the "Account").
Except as otherwise noted, the procedures described below apply equally to
each of the Account's investment divisions and, accordingly, are described in
terms of the Account.

I. "Public Offering Price": Purchase and Related Transactions -- Section
22(d) and Rule 22c-1

This section outlines those principal certificate provisions and
administrative procedures which might be deemed to constitute, either
directly or indirectly, a "purchase" transaction. Because of the insurance
nature of the policies and certificates, the procedures involved necessarily
differ in certain significant respects from the purchase procedures for
mutual funds and contractual plans. The chief difference involves the
structure of the cost of insurance charges and participant enrollment and, to
the extent relevant to this group product, insurance underwriting (i.e.,
evaluation of risk) process. There are also certain certificate provisions
-- such as reinstatement and loan repayment -- which do not result in the
issuance of a new certificate but which require certain payments by the
certificate owner and involve a transfer of assets supporting the certificate
reserve into the Separate Account.

a. Enrollment Form and Initial Premium Processing

In the event that the enrollment form is incomplete, the initial premium can
not be applied. MetLife will contact the participating entity by telephone
generally within 2 business days to provide the missing information. If the
missing items affect the charges directly, then the premium will not be
considered in good order (and the investment start date and the certificate
date will be delayed) until the missing information is received in our
office. Generally if such information is not received within 5 business days
the premium will be returned to the participating entity.

b. Insurance Charges and Underwriting Standards

Cost of insurance charges payable under the certificates will not be the same
for all groups or for all certificate owners within a group. The chief
reason is that the principle of pooling and distribution of mortality risks
is based upon the assumption that each group and certificate owner pays cost
of insurance charges commensurate with the group's or covered person's
mortality risk. Thus the cost of insurance charges for any group are
established by MetLife to reflect the mortality risks presented by that group
based on MetLife's evaluation of the mortality characteristics of the group
and the particular characteristics of the group policy (such as the rate
class structure and portability features). Accordingly, MetLife considers the
certificates within each group

<PAGE>

to be a separate class or series for purposes of Rule 6e-3(T)(b)(12)(iii).
Within any group, each owner's cost of insurance charges are actuarially
determined based upon factors such as age, smoking status and employment
status.

In the context of life insurance, uniform cost of insurance charges for all
covered persons or groups would discriminate unfairly in favor of those
covered persons or groups representing greater mortality risks to the
disadvantage of those representing lesser risks. Accordingly, although there
will be a uniform "public offering price" for all certificate owners because
premiums are flexible, there will be a different "price" for each actuarial
category of covered persons because different cost of insurance rates will
apply. The "price" will also vary based on the net amount at risk.

The Certificates will be offered and sold pursuant to our cost of insurance
charge schedule and our underwriting standards and in accordance with state
insurance laws. Such laws prohibit unfair discrimination among covered
persons of the same class, but generally recognize that premiums must be
based upon factors such as age, smoking status, employment status and
participating entity. A table showing the maximum cost of insurance charges
will be delivered as part of the certificate. Any additional charges for
persons who do not meet standard underwriting requirements or for additional
benefit riders will also be indicated in the certificate.

By administrative practice, MetLife will reduce the cost of insurance rate
classification for an existing certificate if new evidence of insurability
demonstrates that the covered person qualifies for a lower rate class. After
reduced rating is determined, the certificate owner will pay a lower current
monthly cost of insurance charge each month. A similar reduction will be
made for tobacco users who meet our non-tobacco user requirements.

c. TEFRA Violations

If the premium payment exceeds the TEFRA limitations for life insurance,
MetLife will accept a partial premium up to the limit. Generally, the excess
premium will be mailed the next business day to the certificate owner without
performance. If the certificate anniversary is within 30 days and more
premium may be applied within the limit in the next certificate year, the
excess amount will be held in suspense. Subsequently, on the certificate
anniversary, the excess partial premium will be deemed in good order and
applied on the valuation date applicable for the certificate anniversary.

d. Payroll Deduction

Generally the premiums will be paid through payroll deduction. The
participating entity will provide a paper or electronic list

<PAGE>

of premiums for each certificate applicable to the Policy. The participating
entity will also provide the monies through electronic funds transfer or a
check. If the monies equals or exceeds the total from the list of premiums,
the monies will be applied as of the date of receipt.

If the monies received is less than the total from the list of premiums, the
monies will be held until in good order. Generally the participating entity
will be notified within 2 business days of the shortfall for rectification.
The date of receipt will be delayed until the date that the participating
entity notifies MetLife of any corrections to the list of premiums or that
additional monies are received so that the monies equals or exceeds the total
premiums and are therefore in good order. Generally if the difference in the
monies received and the total premium that should have been received as
indicated on the list of premiums is not resolved within 5 business days the
money will be returned to the participating entity.

II. "Redemption Procedures": Surrender and Related Transactions

This section will outline those procedures which differ in certain
significant respects from redemption procedures for mutual funds and
contractual plans. The certificates provide for the payment of monies to a
certificate owner or beneficiary upon presentation of the certificate. The
amount received by the payee will depend upon the particular benefit for
which the certificate is presented: surrender for net cash surrender value,
payment of death claim or maturity benefit. There are also certain
certificate provisions -- such as partial withdrawals, lapse and the loan
privilege -- under which the certificate will not be presented to MetLife but
which will affect the certificate owner's benefit and may involve a transfer
of the assets supporting the certificate reserve out of the Account.

Any combined transactions on the same day which counteract each other will be
allowed. We will assume the certificate owner is aware of the conflicting
nature of these transactions and desires their combined result. In addition,
if a transaction is requested which we will not allow (for example, a request
for a face amount decrease which lowers the face amount below our minimum) we
will reject the whole request and not just the portion which fails to comply
with our rules. Certificate owners will be informed of the rejection and
will have opportunity to give new instructions. Finally, state insurance or
other laws may require that certain requirements be met before MetLife is
permitted to make payments to the payee.

For surrender of net cash surrender value and maturity benefit, the payee
will receive a pro rata or proportionate share of the Account's assets within
the meaning of the 1940 Act in any transaction involving "redemption
procedures."

a. Surrender for Net Cash Surrender Value

MetLife will make the payment of Net Cash Surrender Value out of its General
Account and, at the same time, transfer assets from

<PAGE>

the Account to the General Account in an amount equal to the certificate
reserves in the Account.

b. Death Claims

MetLife will issue a death benefit payable to the beneficiary within seven
days after receipt, at our Administrative Office, of the certificate, due
proof of death of the covered person and all other requirements necessary(1)
to make payment.

MetLife will make payment of the death benefit out of its General Account,
and will transfer assets from the Account to the General Account in an amount
equal to the certificate reserves in the Account. The excess, if any, of the
death benefit over the amount transferred will be paid out of the General
Account reserve maintained for that purpose.

(1)State insurance laws impose various requirements, such as receipt of a tax
waiver, before payment of the death benefit may be made. In addition,
payment of the death benefit is subject to the provisions of the certificate
regarding suicide and incontestability.

c. Certificate Loan

When a loan is made, MetLife transfers a portion of the assets in the Account
(which is a portion of the cash surrender value and which also constitutes a
portion of the reserves for the death benefit) equal to the indebtedness to
the General Account. The initial indebtedness includes the loan amount and
capitalized interest in advance. The interest in advance is generally to the
next certificate anniversary. If the loan is requested in the 30 days
preceding the certificate anniversary, the interest will be capitalized until
the second certificate anniversary following the loan request.

d. Federal Income Tax

In certain circumstances, a premium payment or change to a certificate may
cause a certificate to be treated as a modified endowment contract ("MEC").
Due to the potential adverse tax consequences, MetLife has instituted
procedures to notify the certificate owner at the end of the certificate year
that the violation has occurred and offer to refund the excess premium. The
certificate owner has until 60 days after the end of the certificate year to
request a correction as required by Federal law. Upon receipt of this
request, MetLife will reverse any change that caused the certificate to be a
MEC. If the certificate is a MEC from premium payments, they will be
reversed by the last in first out method. The values and charges will

<PAGE>

then be recalculated from the violation date until the date of request.
Generally the monies from the excess premium, differences in charges and any
related positive net investment performance will be mailed to the certificate
owner. However, if there are no instructions for the distribution of the
monies and in the current certificate year more premium could be accepted;
then the monies will be applied as premium, including any partial premium
allowed.

e. A Certificate Becoming Portable

Generally, MetLife does not receive notification from the certificate owner
or the participating entity that a certificate is becoming portable on the
actual date. As result of this delay, upon notification of the effective
date, MetLife will reprocess all transactions from the effective date of the
portable status to the date of notification. As a result of the correct
calculations, MetLife generally will effect a redemption to cover the
additional charges if applicable and the resultant performance from the
revised valuations. This redemption is required as a result of the
certificate owner's delay in notifying MetLife of the change in status.

f. Due and Accrued Monthly Charges

The participating entity may request to have all monthly deductions accrued
for a constant period of up to 45 days after each certificate monthly
anniversary. Generally, the amount of the monthly deduction will be
calculated as of the date the monthly charges are collected by MetLife with a
redemption of the Account and/or the General Account. If the certificate
will be terminated prior to the normal calculation date due to a surrender
for net cash surrender value or death claim, the monthly deductions will be
calculated as of the valuation date for the date of the request.

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM METROPOLITAN
LIFE SEPARATE ACCOUNT UL AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 001
<NAME> GROWTH DIVISION

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 82,135,301
<INVESTMENTS-AT-VALUE> 91,424,018
<RECEIVABLES> 22,293
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 91,446,311
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 749,121
<TOTAL-LIABILITIES> 749,121
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 5,930,561
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 153,930
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,288,717
<NET-ASSETS> 90,697,190
<DIVIDEND-INCOME> 724,688
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 354,415
<NET-INVESTMENT-INCOME> 370,273
<REALIZED-GAINS-CURRENT> 93,310
<APPREC-INCREASE-CURRENT> 12,643,746
<NET-CHANGE-FROM-OPS> 13,107,329
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 22,813,600
<ACCUMULATED-NII-PRIOR> 5,560,288
<ACCUMULATED-GAINS-PRIOR> 60,620
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 354,415
<AVERAGE-NET-ASSETS> 79,157,486
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 19,598,981
<INVESTMENTS-AT-VALUE> 19,669,496
<RECEIVABLES> 594
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 19,670,090
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 143,456
<TOTAL-LIABILITIES> 143,456
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,768,296
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,403
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 71,515
<NET-ASSETS> 19,526,634
<DIVIDEND-INCOME> 47,743
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 74,692
<NET-INVESTMENT-INCOME> (26,949)
<REALIZED-GAINS-CURRENT> (9,268)
<APPREC-INCREASE-CURRENT> 1,774,114
<NET-CHANGE-FROM-OPS> 1,737,897
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,322,699
<ACCUMULATED-NII-PRIOR> 1,795,245
<ACCUMULATED-GAINS-PRIOR> 13,671
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 74,692
<AVERAGE-NET-ASSETS> 17,038,290
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
METROPOLITAN LIFE SEPARATE ACCOUNT UL AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 003
<NAME> MONEY MARKET DIVISION

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 3,906,499
<INVESTMENTS-AT-VALUE> 3,932,909
<RECEIVABLES> 34,035
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,966,944
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 37,224
<TOTAL-LIABILITIES> 37,224
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 282,398
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (88,066)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 26,411
<NET-ASSETS> 3,929,720
<DIVIDEND-INCOME> 1,598
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 18,015
<NET-INVESTMENT-INCOME> (16,417)
<REALIZED-GAINS-CURRENT> (13,838)
<APPREC-INCREASE-CURRENT> 123,912
<NET-CHANGE-FROM-OPS> 93,657
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (364,963)
<ACCUMULATED-NII-PRIOR> 298,815
<ACCUMULATED-GAINS-PRIOR> (74,228)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 18,015
<AVERAGE-NET-ASSETS> 4,000,584
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.5
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 65,600,448
<INVESTMENTS-AT-VALUE> 71,058,058
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 71,058,058
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 671,125
<TOTAL-LIABILITIES> 671,125
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 3,862,616
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 69,944
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,457,610
<NET-ASSETS> 70,386,933
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 280,469
<NET-INVESTMENT-INCOME> (280,469)
<REALIZED-GAINS-CURRENT> 37,401
<APPREC-INCREASE-CURRENT> 8,988,607
<NET-CHANGE-FROM-OPS> 8,745,539
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 15,305,527
<ACCUMULATED-NII-PRIOR> 4,143,085
<ACCUMULATED-GAINS-PRIOR> 32,543
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 280,469
<AVERAGE-NET-ASSETS> 62,554,566
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 15,185,058
<INVESTMENTS-AT-VALUE> 14,115,567
<RECEIVABLES> 1,013
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 14,116,580
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 157,398
<TOTAL-LIABILITIES> 157,398
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 530,157
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 104,701
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,069,491)
<NET-ASSETS> 13,959,182
<DIVIDEND-INCOME> 19,003
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 55,938
<NET-INVESTMENT-INCOME> (36,935)
<REALIZED-GAINS-CURRENT> 21,850
<APPREC-INCREASE-CURRENT> (382,836)
<NET-CHANGE-FROM-OPS> (397,921)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2,579,424
<ACCUMULATED-NII-PRIOR> 567,092
<ACCUMULATED-GAINS-PRIOR> 82,851
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 55,938
<AVERAGE-NET-ASSETS> 12,601,215
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 7,597,384
<INVESTMENTS-AT-VALUE> 8,660,910
<RECEIVABLES> 10,016
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,670,926
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 59,349
<TOTAL-LIABILITIES> 59,349
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 159,166
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 29,343
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,063,526
<NET-ASSETS> 8,611,577
<DIVIDEND-INCOME> 11,316
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 29,387
<NET-INVESTMENT-INCOME> (18,071)
<REALIZED-GAINS-CURRENT> 15,109
<APPREC-INCREASE-CURRENT> 1,167,191
<NET-CHANGE-FROM-OPS> 1,164,229
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,764,736
<ACCUMULATED-NII-PRIOR> 177,237
<ACCUMULATED-GAINS-PRIOR> 14,234
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 29,387
<AVERAGE-NET-ASSETS> 6,695,829
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
METROPOLITAN LIFE SEPARATE ACCOUNT UL AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 007
<NAME> AGGRESSIVE GROWTH DIVISION

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 35,466,831
<INVESTMENTS-AT-VALUE> 41,410,867
<RECEIVABLES> 18,900
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 41,429,767
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 511,694
<TOTAL-LIABILITIES> 511,694
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 186,898
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 7,275
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,944,036
<NET-ASSETS> 40,918,073
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 143,667
<NET-INVESTMENT-INCOME> (143,667)
<REALIZED-GAINS-CURRENT> 1,948
<APPREC-INCREASE-CURRENT> 6,115,662
<NET-CHANGE-FROM-OPS> 5,973,943
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 15,325,809
<ACCUMULATED-NII-PRIOR> 330,565
<ACCUMULATED-GAINS-PRIOR> 5,327
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 143,667
<AVERAGE-NET-ASSETS> 32,612,285
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>