METROPOLITAN LIFE SEPARATE ACCOUNT UL, 497, 1998-05-01

METROPOLITAN LIFE SEPARATE ACCOUNT UL
497, 1998-05-01

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<PAGE>

MAY 1, 1998
PROSPECTUS
for
FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICIES
(Minimum Initial Specified Face Amount $25,000, $50,000 or $100,000 Depending
on Age and Underwriting Class)
Issued by
METROPOLITAN LIFE INSURANCE COMPANY

The individual flexible premium multifunded life insurance policies
("Policies") offered by this Prospectus are issued by Metropolitan Life
Insurance Company ("Metropolitan Life") and are designed to provide lifetime
insurance coverage on the insureds named in the Policies, as well as
flexibility in connection with premium payments and death benefits. This
flexibility allows an owner of a Policy to provide for changing insurance
needs within the confines of a single insurance policy.

The Policy provides for a death benefit payable at the insured's death as
long as the Policy is still in effect. The Policy provides a guaranteed
minimum death benefit with a choice of durations, subject to certain
conditions. Generally, a Policy owner may choose either Death Benefit Option A
(the death benefit is fixed in amount), Death Benefit Option B (the death
benefit includes the Policy's cash value in addition to a fixed insurance
amount), or Death Benefit Option C (the death benefit includes the Policy's
cash value in addition to a fixed insurance amount if the insured dies prior
to the Policy anniversary on which the insured is 65 and is fixed in amount if
death occurs thereafter). If greater than the death benefit otherwise payable
under Option A, B or C, an alternative death benefit equivalent to a
percentage of the cash value will be paid.

The Policy's cash value will vary with the investment experience of the
Metropolitan Life Separate Account UL ("Separate Account") investment
divisions to which amounts are allocated and the fixed rates of interest
earned by allocations to a fixed interest account within the General Account
of Metropolitan Life (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 Policy owner may withdraw or borrow a portion of
the Policy's cash surrender value, or the Policy may be fully surrendered, at
any time, subject to certain limitations and charges.

The premiums paid, less premium expense charges, will be allocated at the
owner's discretion among one or more Separate Account investment divisions
and/or the Fixed Account. The assets in each investment division are invested
in shares of a corresponding portfolio of the Metropolitan Series Fund, Inc.
("Fund"). Metropolitan Life is the investment manager of the Fund and the
distributor of its shares. Metropolitan Life also distributes and administers
the Policies. The prospectus for the Fund describes the investment objectives
and certain attendant risks of the portfolios of the Fund. The following chart
lists the name of each portfolio available in this Policy and the Company that
has the day-to-day investment management responsibility with respect to each
such Portfolio.

<TABLE>
<CAPTION>
PORTFOLIO PORTFOLIO MANAGER
--------- -----------------
<C> <S>
State Street Research International Stock State Street Research &
Management Company (sub-
investment manager) and GFM
International Investors, Inc.
(sub-sub-investment manager)
--------------------------------------------------------------------------
Janus Mid Cap Janus Capital Corporation
--------------------------------------------------------------------------
Loomis Sayles High Yield Bond Loomis, Sayles & Company, L.P.
--------------------------------------------------------------------------
Metropolitan Life Insurance
MetLife Stock Index Company
--------------------------------------------------------------------------
Scudder Kemper Investments,
Scudder Global Equity Inc.
--------------------------------------------------------------------------
State Street Research &
State Street Research Aggressive Growth Management Company
--------------------------------------------------------------------------
State Street Research &
State Street Research Diversified Management Company
--------------------------------------------------------------------------
State Street Research &
State Street Research Growth Management Company
--------------------------------------------------------------------------
State Street Research &
State Street Research Income Management Company
--------------------------------------------------------------------------
T. Rowe Price Small Cap Growth T. Rowe Price Associates, Inc.
</TABLE>
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.
INTERESTS IN THE SEPARATE ACCOUNT AND THE FIXED ACCOUNT ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR INSURED, OR GUARANTEED BY THE U.S. GOVERNMENT, ANY BANK OR
OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, ENTITY
OR PERSON, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF
THE PRINCIPAL AMOUNT INVESTED.

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) 638-5000
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS............................... 3
SUMMARY................................... 6
Purpose of Summary....................... 6
About Metropolitan Life.................. 6
Policy in Brief.......................... 6
Premiums................................. 6
The Guaranteed Minimum Death Benefit..... 6
Cash Value............................... 7
Benefits and Riders...................... 7
Death Benefit Options.................... 7
The Fixed Account........................ 7
The Separate Account and the Metropolitan
Series Fund............................. 7
The Funding Options...................... 7
Automated Investment Strategies.......... 8
Fund Transfers and Charges............... 8
Premium Expense Charges.................. 8
Monthly Deduction From Cash Value........ 8
Increase in Specified Face Amount Charge. 8
Surrender and Surrender Charges.......... 9
Partial Withdrawal....................... 9
Loans.................................... 9
Fund Investment Management Fees and Di-
rect Expenses........................... 9
Free Look Period......................... 10
Tax Treatment of Cash Value.............. 10
Tax Treatment of the Death Benefit....... 10
Communications........................... 10
SEPARATE ACCOUNT AND METROPOLITAN
SERIES FUND.............................. 11
The Separate Account..................... 11
Metropolitan Series Fund................. 11
POLICY BENEFITS........................... 12
Death Benefits........................... 12
Death Benefit Options.................... 12
Cash Value............................... 15
Benefit at Final Date.................... 16
Optional Income Plans.................... 16
Optional Insurance Benefits.............. 16
PAYMENT AND ALLOCATION OF PREMIUMS........ 17
Issuance of a Policy..................... 17
Premiums................................. 17
Allocation of Premiums and Cash Value.... 18
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Policy Termination and Reinstatement.................................... 20
CHARGES AND DEDUCTIONS................................................... 20
Premium Expense Charges................................................. 20
Transfer Charge......................................................... 21
Monthly Deduction From Cash Value....................................... 21
Charge Against the Separate Account..................................... 23
Surrender Charge........................................................ 23
Guarantee of Certain Charges............................................ 23
Other Charges........................................................... 23
ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES, CASH SURRENDER VALUES AND
ACCUMULATED PREMIUMS.................................................... 24
POLICY RIGHTS............................................................ 31
Loan Privileges......................................................... 31
Surrender and Withdrawal Privileges..................................... 32
Exchange Privilege...................................................... 32
THE FIXED ACCOUNT........................................................ 33
General Description..................................................... 33
Fixed Account Benefits.................................................. 33
Fixed Account Cash Value................................................ 33
Transfers, Withdrawals, Surrenders and Policy Loans..................... 34
RIGHTS RESERVED BY METROPOLITAN LIFE..................................... 34
OTHER POLICY PROVISIONS.................................................. 34
SALES AND ADMINISTRATION OF THE POLICIES................................. 35
DISTRIBUTION OF THE POLICIES............................................. 36
FEDERAL TAX MATTERS...................................................... 36
Taxation of the Policy.................................................. 36
Taxation of Metropolitan Life........................................... 38
MANAGEMENT............................................................... 39
VOTING RIGHTS............................................................ 42
Right to Instruct Voting of Fund Shares................................. 42
Disregard of Voting Instructions........................................ 42
REPORTS.................................................................. 42
STATE REGULATION......................................................... 42
REGISTRATION STATEMENT................................................... 43
LEGAL MATTERS............................................................ 43
EXPERTS.................................................................. 43
FINANCIAL STATEMENTS..................................................... 43
APPENDIX TO PROSPECTUS................................................... 44
OPTIONAL INSURANCE BENEFITS.............................................. 45
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. METROPOLITAN LIFE 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 METROPOLITAN LIFE.

2
<PAGE>

DEFINITIONS

Age--The age in full years of the insured at issue of the Policy, plus the
number of full Policy years completed since issue. A full Policy year is
completed upon the commencement of the next succeeding Policy year. The age is
computed using the issue age.

Beneficiary--The beneficiary is the person or persons designated by the
owner of the Policy to receive the insurance proceeds upon the death of the
insured.

Cash Surrender Value--The cash value less any indebtedness and any
applicable surrender charge and, if the Policy is surrendered in the first
Policy year, less the Administration Charge for each full Policy month
remaining to the end of the first Policy year.

Cash Value--The sum of the Policy cash values in the Fixed Account, the
investment divisions of the Separate Account and the Policy Loan Account.

Date of Policy--The date set forth in the Policy that is used to determine
Policy years and Policy months from issue. Policy anniversaries are measured
from the Date of Policy.

Designated Office--The home office of Metropolitan Life at 1 Madison Avenue,
New York, New York 10010, to which all Policy owner communications are to be
sent. Metropolitan Life may, by written notice, name other locations within
the United States to serve as designated offices, in place of or in addition
to the home office.

Final Date--The policy anniversary on which the insured is Age 95. In states
where permitted, the Policy owner may elect to continue the Policy after the
Final Date.

Fixed Account--An account which is part of the General Account and to which
Metropolitan Life will allocate net premiums as directed by the owner of a
Policy and credit certain fixed rates of interest.

General Account--The assets of Metropolitan Life other than those allocated
to the Separate Account or any other legally-segregated separate account.

Guaranteed Minimum Death Benefit--A guarantee by Metropolitan Life that the
specified face amount plus any additional death benefits provided by rider to
the Policy will be paid regardless of the amount of cash value in the Policy,
subject to certain requirements. Generally, four durations of the Guaranteed
Minimum Death Benefit are available: (i) for the first five Policy years
("Five Year Guarantee"); (ii) to Age 65; (iii) to Age 75; or (iv) to Age 85
(see "Guaranteed Minimum Death Benefit").

Federal Guideline Annual Premium--The level annual amount of premium that
would be payable through the Final Date of a Policy for the specified face
amount of the Policy if premiums were fixed by Metropolitan Life 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 4%,
and fees and charges as set forth in the Policy and any Policy riders. The
Federal Guideline Annual Premium is based on the insured's age, sex, smoking
status, and rate class and is generally higher for older ages, for males, for
smokers and for those in a higher rate class.

Increase Surrender Charge Measure--For the first year following the
increase, the lesser of: (A) the amount by which actual cumulative premiums
paid within twelve months following the date of the application for the
specified face amount increase exceeds the sum of (i) the Surrender Charge
Measure for the first Policy year plus (ii) the Increase Surrender Charge
Measure for the first year following any prior increases; and (B) the Maximum
Surrender Charge Premium at the time of the increase. On and after the second
year following the increase, the lesser of: (A) the amount by which actual
cumulative premiums paid within twenty-four months following the date of the
application for the specified face amount increase exceeds the sum of (i) the
Surrender Charge Measure for the second Policy year, plus (ii) the Increase
Surrender Charge Measure for the second year following any prior increases;
and (B) the Maximum Surrender Charge Premium for the second Policy year
following the increase.

Indebtedness--The total of any unpaid Policy loan and loan interest.

Insured--The person upon whose life the Policy is issued.

Investment Start Date--The date the first net premium is applied to the
Fixed Account. It is the later of (1) the Date of Policy and (2) the date the
first premium for a Policy is received at the Designated Office.

3
<PAGE>

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

Issue Age--The age of the insured as of the birthday prior to or coincident
with the date of the base policy.

Loan Value--The maximum amount that may be borrowed under the Policy. The
loan value equals the Policy's cash surrender value less two monthly
deductions, or, if greater, 75% (90% in Virginia and Maryland) of the cash
surrender value (or, in Texas, the Policy's cash surrender value less two
monthly deductions or 100% of the cash surrender value in the Fixed Account
and 75% of the cash surrender value in the Separate Account, if greater).

Maximum Surrender Charge Premium--An amount determined at issue (or for
specified face amount increases, at the time of the increase) which will not
exceed: (i) for the first Policy year, or for the first year after the
increase, 75% of the Smoker Federal Guideline Annual Premium for Death Benefit
Option A and all riders at issue, or at the time of the increase,
respectively; and (ii) for the second Policy year and thereafter, or the
second and later years after the increase, 100% of the Smoker Federal
Guideline Annual Premium for Death Benefit Option A and all riders at issue or
at the time of the increase.

Minimum Initial Premium--The lowest premium that must be paid by the Policy
owner in the first Policy year. (See "Premiums").

Minimum Initial Specified Face Amount--The minimum specified face amount of
insurance for which a Policy may be issued. Currently, the amount is $100,000
for insureds in the preferred rate class, $50,000 for most other insureds,
$25,000 for certain insureds over age 59 and $250,000 for most Policies
distributed through brokers (see "Distribution of the Policies").

Monthly Anniversary--The same date in each month as the Date of Policy. 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 Policy
and which include the monthly cost of term insurance, the mortality and
expense risk charges, the monthly cost of any benefits provided by riders, and
the monthly administration charges.

Policy--The flexible premium multifunded life insurance policy offered by
Metropolitan Life and described in this Prospectus.

Policy Anniversary 65--The policy anniversary on which the Policy owner is
age 65.

Policy 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 Policy loan requested by a Policy owner is transferred.

Policy Month--The month beginning on the monthly anniversary.

Policy owner ("Owner")--The person so designated in the application or as
subsequently changed.

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

Separate Account--Metropolitan Life Separate Account UL, a separate
investment account of Metropolitan Life through which premiums paid under the
Policy are invested to the extent allocated to the Separate Account by the
Policy owner.

Specified Face Amount--The amount of insurance specified on the face of the
Policy.

Surrender Charge Measure--For the first Policy year, the lesser of: (A) the
actual cumulative premiums paid and (B) the maximum surrender charge premium.
For the second Policy year and later Policy years, the lesser of (A) the
actual cumulative premiums paid within the first two Policy years and (B) the
maximum surrender charge premium.

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.

4
<PAGE>

Valuation Period--The period between two successive Valuation Dates,
commencing at the close of regular trading on the New York Stock Exchange on
each Valuation Date and ending at the close of regular trading on the New York
Stock Exchange, on the next succeeding Valuation Date.

This Prospectus describes only those aspects of the Policy 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 Policy functions
(see "The Fixed Account").

5
<PAGE>

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

PURPOSE OF SUMMARY

This summary was written to give you an overview of the Policy and is
qualified by the more detailed information provided in the prospectus and the
Policy, when issued. You may find it helpful to review the definitions of terms
described preceding this summary before reading the prospectus in full.

ABOUT METROPOLITAN LIFE

Metropolitan Life, the issuer of the Policies, is a mutual life insurance
company incorporated under the laws of the State of New York in 1866. Its home
office is located at 1 Madison Avenue, New York, New York 10010. MetLife is
authorized to transact business in all states of the United States, the
District of Columbia, Puerto Rico, and all Provinces of Canada. Metropolitan
Life, serving millions of people, is one of the largest financial services
companies in the world with many of the largest United States corporations for
its clients. On December 31, 1997, Metropolitan Life had total life insurance
in force of approximately $1.7 trillion and total assets under management of
approximately $330.3 billion.

POLICY IN BRIEF

The Policy is issued by Metropolitan Life. It is designed to meet the
changing life insurance needs of a Policy owner. The Policy provides for a
choice of death benefit options, flexible premium payments, and cash value
accumulation through the Policy owner's selected options.

The owner of the Policy may, within limits:

. Select from among three death benefit options
. Increase or decrease the specified face amount
. Choose the amount and frequency of premium payments
. Direct net premium payments to any of eleven funding options
. Transfer amounts among the funding options.
. Maintain a Guaranteed Minimum Death Benefit.

PREMIUMS

The Minimum Initial Premium must be paid in the first Policy year or the Pol-
icy will terminate after the grace period. The owner will also choose a volun-
tary planned periodic premium payment schedule of at least $200 annually after
the first Policy year. At any time, subject to certain limitations, additional
premium payments of at least $250 may be made. In addition, in order to main-
tain a guaranteed minimum death benefit, a minimum amount of premium is re-
quired which varies based on several factors.

If no guaranteed minimum death benefit is effective, the payment of premiums
at any specified level does not guarantee that the Policy will remain in force.
In the absence of the guaranteed minimum death benefit, for a Policy to remain
in force, the cash surrender value must be sufficient to cover one monthly
deduction. (See "Payment and Allocation of Premiums," "Policy Benefits--Death
Benefits," and "Policy Termination and Reinstatement.")

THE GUARANTEED MINIMUM DEATH BENEFIT

The Policy offers a guaranteed minimum death benefit that guarantees payment
upon death of the specified face amount of insurance plus any additional death
benefits provided by rider to the Policy; provided that certain premium
requirements are satisfied. Generally, there are four durations available for
the guaranteed minimum death benefit from which a Policy owner may choose: (i)
for the first five Policy years; (ii) to Age 65; (iii) to Age 75; or (iv) to
Age 85. The Policy owner elects the duration of the guaranteed minimum death
benefit when the Policy is issued, and may later reduce its duration (see
"Guaranteed Minimum Death Benefit").

6
<PAGE>

CASH VALUE

The Policy's total cash value includes the Policy value in the Separate
Account, the Fixed Account, and the Policy Loan Account. This value reflects
the investment experience of the Separate Account investment divisions
selected, the interest credited to any allocations to the Fixed Account, loan
activity, partial withdrawals, and Policy charges. There is no guaranteed
minimum cash value if amounts are allocated to the Separate Account. (See
"Policy Benefits," "Policy Rights" and "The Fixed Account.")

BENEFITS AND RIDERS

A Policy owner has the flexibility to add optional insurance benefits by
rider. These riders include spouse term insurance, children's term insurance,
accidental death benefit, disability waiver of monthly deductions benefit,
disability waiver of premium benefit, and accelerated death benefit. (See
"Policy Benefits.")

DEATH BENEFIT OPTIONS

The Policy provides for three death benefit options in most states:

.Option A: the death benefit is the specified face amount of the Policy.

.Option B: the death benefit is equal to the specified face amount of the
Policy plus the cash value on the date of death.

.Option C: Where the insured is age 60 or less, the death benefit is equal
to the specified face amount of the Policy plus the cash value
on the date of death until the policy anniversary 65; at policy
anniversary 65, the death benefit is recalculated to equal the
specified face amount plus the cash value on policy anniversary
65; the death benefit does not vary after this recalculation.

After the second Policy year, the Policy owner may change the death benefit
option once in any 12 month period or increase or decrease the specified face
amount once in any 24 month period, subject to certain conditions and
limitations. Such changes can have tax consequences and affect the charges and
guarantees associated with the Policy. (See "Policy Benefits.")

THE FIXED ACCOUNT

Fixed Account assets are held in the General Account of Metropolitan Life.
Net premiums allocated to the Fixed Account are credited with an effective
annual interest rate of at least 3% per year. (See "The Fixed Account.")

THE SEPARATE ACCOUNT AND THE METROPOLITAN SERIES FUND

Separate Account UL is a separate investment account of Metropolitan Life. It
currently has ten investment divisions available to Policy owners. The assets
of each division are invested in the corresponding portfolio of the
Metropolitan Series Fund, Inc. Each portfolio of the Fund has a different
investment objective. (See "Separate Account and Metropolitan Series Fund," and
the prospectus for the Fund, which is attached at the end of this prospectus.)

THE FUNDING OPTIONS

The available investment divisions of the Separate Account are the State
Street Research Growth, State Street Research Income, State Street Research
Diversified, State Street Research Aggressive Growth, MetLife Stock Index,
State Street Research International Stock, Loomis Sayles High Yield Bond, T.
Rowe Price Small Cap Growth, Janus Mid Cap and Scudder Global Equity divisions.
Consult a sales representative registered with Metropolitan Life for more
information. The Policy owner may allocate the net premiums paid to one or more
of the investment divisions of the Separate Account and/or to the Fixed
Account. Net premiums are equal to the premium paid less premium expense
charges. Unlike the Fixed Account, the investment performance of a Separate
Account investment division is not guaranteed by Metropolitan Life. The Policy
owner should consider his or her risk tolerance before selecting the funding
options for premium payments. A Policy owner may change the

7
<PAGE>

allocation of future net premiums at any time. (See "Separate Account and
Metropolitan Series Fund," "Payment and Allocation of Premiums," and "The Fixed
Account.")

AUTOMATED INVESTMENT STRATEGIES

There are currently four automated investment strategies available.

. Equity Generator SM--If monthly interest earned is at least $20, the in-
terest is transferred from the Fixed Account to the Policy owner's se-
lected option of either the MetLife Stock Index Division or the State
Street Research Aggressive Growth Division.

. Equalizer SM--At the end of a specified period as determined by Metropol-
itan Life (e.g. monthly, quarterly) a transfer is made between the Fixed
Account and the Policy owner's selected option of either the MetLife
Stock Index Division or the State Street Research Aggressive Growth Divi-
sion to make them equal in value.

. Allocator SM--The Policy owner designates a monthly transfer from the
Fixed Account to the any investment division.

. Rebalancer SM--Cash value is redistributed quarterly so that it is allo-
cated among the Fixed Account and the investment divisions of the Sepa-
rate Account in the same proportion in which net premiums are allocated.

FUND TRANSFERS AND CHARGES

A Policy owner may transfer amounts among the investment divisions of the
Separate Account and the Fixed Account. Currently there are no charges assessed
for transfers. Metropolitan Life reserves the right to charge up to $25 for
each transfer and to limit the timing or amount of transfers to or from the
Fixed Account; however, no charges will be assessed under any of the automated
investment strategies. (See "Payment and Allocation of Premiums," and "Charges
and Deductions.")

PREMIUM EXPENSE CHARGES

A 5.50% charge is deducted from each premium payment. The charge includes:
. 2.25% for front-end sales charges
. 2% for state premium tax charges
. 1.25% to recover a portion of Metropolitan Life's federal income taxes.
(See "Charges and Deductions.")

MONTHLY DEDUCTION FROM CASH VALUE

The Policy's cash value is reduced each month by the sum of: 1) cost of term
insurance charge, 2) a charge for additional riders, 3) a charge for adminis-
tration and 4) a charge for mortality and expense risks. (See "Charges and De-
ductions.")

The charge for the cost of term insurance compensates Metropolitan Life for
the insurance coverage provided under the Policy. The charge varies based on
several factors including age, sex (except in Montana), rating class and
specified face amount then in effect.

The charge for administration is $35.00 per month for insureds who are Age 41
and over. The charge is lower at younger ages. After the first Policy year, the
monthly administration charge is $10.00 unless certain premium requirements
have been met, in which case the monthly administration charge will be lower,
based on specified face amount. If the Policy is surrendered during the first
Policy year, any remaining amount of the full year's charge for administration
will be deducted upon surrender.

The charge for mortality and expense risks assumed by Metropolitan Life is
equivalent to a monthly rate of .075% of the cash value in the separate account
on each monthly anniversary. This charge may be reduced in the years following
Policy year 10.

INCREASE IN SPECIFIED FACE AMOUNT CHARGE

Any increase in the specified face amount requested by a Policy owner will
result in an underwriting expense charge of $5 per month for the twelve months
following the month of increase. (See "Policy Benefits.")

8
<PAGE>

SURRENDER AND SURRENDER CHARGES

At any time the Policy owner may request in writing the Policy's cash surren-
der value. A surrender charge is imposed during the first 15 Policy years and
during the first 15 years after an increase in the specified face amount. (See
"Charges and Deductions" and "Policy Rights.") The maximum surrender charges
are set forth in the Policy. Because of the surrender charge, it is unlikely
that the Policy will have any cash surrender value for at least the first Pol-
icy year unless the Policy owner pays significantly more than the Minimum Ini-
tial Premium.

PARTIAL WITHDRAWALS

Partial withdrawals of at least $500 may be made from the Policy's cash value
after the second Policy year. A pro rata surrender charge will be applied to
withdrawals. However, up to 10% of a Policy's cash surrender value may be with-
drawn in each Policy year free of surrender charge. The request must be made in
writing. Partial withdrawals under death benefit Option A, or Option C on or
after policy anniversary 65, will reduce the specified face amount of the Poli-
cy. (See "Policy Rights.")

LOANS

The Policy owner may obtain a Policy loan whenever the Policy has a loan val-
ue. The loan amount is placed into the Policy Loan Account as collateral, and
is credited a guaranteed interest rate of 4% per year. The rate charged on the
loan is currently 6% per year. Loan interest is payable at the end of each Pol-
icy year. The interest rate charged for a loan may be reduced to 4.6% after the
tenth Policy year and will never be greater than 6% per year.

FUND INVESTMENT MANAGEMENT FEES AND DIRECT EXPENSES

For providing investment management services to the Fund, Metropolitan Life
receives a fee from the Fund for providing investment management services to
each Portfolio. The following chart shows the fee and other Fund expenses for
each Portfolio.

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

<TABLE>
<CAPTION>
OTHER
EXPENSES
MANAGEMENT AFTER EXPENSE
FEES(B) REIMBURSEMENT(C) TOTAL
---------- ---------------- -----
<S> <C> <C> <C>
MetLife Stock Index Portfolio.............. .25% .08% .33%
State Street Research Income Portfolio..... .33% .10% .43%
State Street Research Diversified
Portfolio................................. .44% .06% .50%
State Street Research Growth Portfolio..... .49% .07% .56%
State Street Research Aggressive Growth
Portfolio................................. .71% .08% .79%
T. Rowe Price Small Cap Growth Portfolio... .55% .18% .73%
Scudder Global Equity Portfolio............ .90% .22% 1.12%
Loomis Sayles High Yield Bond Portfolio.... .70% .20% .90%
Janus Mid Cap Portfolio.................... .75% .14% .89%
State Street Research International Stock
Portfolio................................. .75% .28% 1.03%
</TABLE>
--------
(a) Except for the annual expenses for the Loomis Sayles High Yield Bond,
T. Rowe Price Small Cap Growth, Scudder Global Equity and Janus Mid
Cap Portfolios, which are expressed as a percentage of the year-end
net assets.
(b) The marginal fee rate for the State Street Research Income Portfolio,
State Street Research Diversified Portfolio, State Street Research
Growth Portfolio, State Street Research Aggressive Growth Portfolio,
State Street Research International Stock Portfolio, T. Rowe Price
Small Cap Growth Portfolio, Janus Mid Cap Portfolio, and Scudder
Global Equity Portfolio will decrease when the dollar amount in each
such Portfolio reaches certain threshold amounts.
(c) Expenses for the T. Rowe Price Small Cap Growth, Janus Mid Cap,
Scudder Global Equity and Loomis Sayles High Yield Bond Portfolios
are based on estimated amounts for 1998. Metropolitan Life agreed to
bear all expenses (other than management fees, brokerage commissions,
taxes, interest and any extraordinary or non-recurring expenses) in
excess of .20% of the net assets for each of the Loomis Sayles High
Yield Bond, T. Rowe Price Small Cap Growth, Janus Mid Cap and Scudder
Global Equity Portfolios until a Portfolio's total net assets are at
least $100 million, or March 2, 1999, whichever is earlier. Expenses
for the Loomis Sayles High Yield Bond and Scudder Global Equity
Portfolios, absent the expense reimbursement, would have been .39%
and .31%, respectively. Metropolitan Life ceased subsidizing such
expenses for the Janus Mid Cap Portfolio as of December 31, 1997 and
the T. Rowe Price Small Cap Growth Portfolio as of January 23, 1998,
where the Portfolios' assets exceeded $100 million.

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.

9
<PAGE>

FREE LOOK PERIOD

TAX TREATMENT OF CASH VALUE

Cash value in the Policy is not taxed until it is withdrawn from the Policy.
In general, a Policy owner will be taxed on the amount of cash value withdrawn
that is in excess of the premiums paid less prior nontaxable withdrawals at the
time of withdrawal, surrender, or Policy Final Date. This excess is treated as
ordinary income. Withdrawals and loans from contracts referred to as modified
endowment contracts are taxed on an income first basis to the extent of gain in
the Policy. A 10% additional tax also applies in certain circumstances. If a
Policy is part of a collateral assignment equity split-dollar arrangement with
an employer, any increase in cash value may be taxable annually. An individual
should consult with and rely on the advice of a tax advisor with respect to any
type of split-dollar arrangement involving a Policy. (See "Federal Tax Mat-
ters.")

TAX TREATMENT OF THE DEATH BENEFIT

The beneficiary generally will not be taxed on the death benefit proceeds of
the Policy. The death benefit under the Policy may be subject to Federal and
State estate tax. (See "Federal Tax Matters.")

COMMUNICATIONS

Premium payments and other communications should be sent to the Designated
Office for the Policy. Metropolitan Life may establish different Designated Of-
fices for various Policy transactions. The Policy owner should use the forms
that Metropolitan Life has prepared for these purposes. The forms may be ob-
tained from an account representative or the Designated Office.

A premium payment or other communication is considered received on the date
that it is actually received in the Designated Office (the "Date of Receipt")
with two exceptions: 1) if received on a day that is not a Valuation Date or 2)
if received by other than U.S. mail after the close of regular trading on the
New York Stock Exchange. The Date of Receipt will then be the next Valuation
Date. Absent extraordinary circumstances, regular trading on the New York Stock
Exchange ends at 4:00 p.m. New York City time.

10
<PAGE>

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

SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND
................................................................................

THE SEPARATE ACCOUNT

The Separate Account, which is a separate investment account of Metropolitan
Life, was established by Metropolitan Life pursuant to the New York Insurance
Law on December 13, 1988. The Separate Account also receives premium payments
in connection with other forms of the flexible premium multifunded life insur-
ance policies issued by Metropolitan Life. The assets allocated to the Separate
Account are the property of Metropolitan Life, and Metropolitan Life is not a
trustee by reason of the Separate Account. Metropolitan Life 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 Metropolitan Life's liabilities and re-
serves with respect to 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
Metropolitan Life. Each Policy provides that such portion of the assets in the
Separate Account as equals the liabilities (and reserves) of Metropolitan Life
with respect to the Separate Account shall not be chargeable with liabilities
arising out of any other business of Metropolitan Life. Metropolitan Life may
from time to time transfer to its General Account any assets in the Separate
Account in excess of such reserves and liabilities. The liabilities are Metro-
politan Life's total commitments under the Policies; the reserves are the as-
sets allocated to pay these commitments.

Although the Separate Account is an integral part of Metropolitan Life, 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 Metropolitan Life by the Commission.

There are currently ten investment divisions available to the Policy in the
Separate Account. The assets in each investment division are invested in a sep-
arate class (or series) of stock issued by the Fund. Each class of stock repre-
sents a separate portfolio within the Fund. New investment divisions may be
added as new portfolios are added to the Fund and made available to Policy own-
ers. In addition, investment divisions may be eliminated from the Separate Ac-
count. The owner of a Policy may designate how the net premiums under the Pol-
icy are to be allocated among the then currently available investment divi-
sions.

METROPOLITAN SERIES FUND

The Fund is a "series" type of mutual fund which is registered with the Secu-
rities 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 presently available
to Policy owners is set forth below.

State Street Research 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.

State Street Research 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.

State Street Research Diversified Portfolio. The investment objective of this
portfolio is to achieve a high total return while attempting to limit invest-
ment 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.

State Street Research Aggressive Growth Portfolio. The investment objective
of this portfolio is to achieve maximum capital appreciation by investing pri-
marily in common stocks (and equity and debt securities convertible into or
carrying the right to acquire common stocks) of emerging growth companies, un-
dervalued securities or special situations.

State Street Research International Stock Portfolio. The investment objective
of this portfolio is to achieve long-term growth of capital by investing pri-
marily in common stocks and equity-related securities of non-United States com-
panies.

MetLife Stock Index Portfolio. The investment objective of this portfolio is
to equal the performance of the Standard & Poor's 500 Composite Stock Price In-
dex (adjusted to assume reinvestment of dividends) by investing in the common
stock of companies which are included in the index.

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

11
<PAGE>

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

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

T. Rowe Price Small Cap Growth Portfolio: The investment objective of this
portfolio is to achieve long-term capital growth by investing in small capital-
ization companies.

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

Metropolitan Life acts as the investment manager for the Fund; State Street
Research & Management Company ("State Street Research"), a wholly-owned
subsidiary of Metropolitan Life, provides sub-investment management services
with respect to the State Street Research Growth, State Street Research Income,
State Street Research Diversified, State Street Research Aggressive Growth,
State Street Research Money Market and State Street Research International
Stock Portfolios. Loomis, Sayles & Company, L.P. ("Loomis Sayles"), whose
general partner is indirectly owned by Metropolitan Life, provides sub-
investment management services with respect to the Loomis Sayles High Yield
Bond Portfolio. T. Rowe Price Associates, Inc. ("T. Rowe Price") provides sub-
investment management services with respect to the T. Rowe Price Small Cap
Growth Portfolio. Janus Capital Corporation ("Janus") provides sub-investment
management services with respect to the Janus Mid Cap Portfolio. Scudder Kemper
Investments, Inc. ("Scudder") provides sub-investment management services with
respect to the Scudder Global Equity Portfolio. Sub-investment manager fees are
paid by Metropolitan Life. GFM International Investors, Inc. ("GFM"), a
subsidiary of State Street Research, is the sub-sub-investment manager and will
continue to have day-to-day investment responsibility for the State Street
Research International Stock Portfolio.

Metropolitan Life 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 divi-
dend or capital gain distributions received from the Fund are likewise rein-
vested in Fund shares at net asset value as of the dates paid. The distribu-
tions have the effect of reducing the value of each share of the Fund and in-
creasing the number of Fund shares outstanding. However, the total cash value
in the Separate Account does not change as a result of such distributions.

On each Valuation Date, shares of each portfolio are purchased or redeemed by
Metropolitan Life for the Separate Account, based on, among other things, the
amounts of net premiums allocated to the Separate Account, dividends and dis-
tributions reinvested, transfers to and among investment divisions, Policy
loans, loan repayments and benefit payments to be effected pursuant to the
terms of the Policies as of that date. Such purchases and redemptions for the
Separate Account are effected at the net asset value per share for each portfo-
lio determined as of the end of 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 ac-
counts of Metropolitan Life and its affiliates that invest in the Fund and the
risks related thereto.

POLICY BENEFITS
................................................................................

The discussion below assumes that no riders under the Policy are in effect.
See the Appendix to Prospectus, for a discussion of how certain riders can af-
fect benefits under the Policy.

DEATH BENEFITS

As long as the Policy remains in force (see "Policy Termination and Rein-
statement--Termination"), Metropolitan Life will, upon due proof of the
insured's death, pay the insurance proceeds of the Policy to the named benefi-
ciary. The proceeds may be received by the beneficiary in a single sum or under
one or more of the optional income plans set forth in the Policy (see "Optional
Income Plans"). The amount of insurance proceeds is determined as of the end of
the Valuation Period that includes the insured's date of death.

The insurance proceeds are: The death benefit provided under Option A, Option
B or Option C, whichever is elected and in effect on the date of death; plus
(b) any additional insurance on the insured's life that is provided by rider;
minus (c) any outstanding indebtedness and any due and unpaid charges accruing
during the grace period.

DEATH BENEFIT OPTIONS

At least two death benefit options are available as described below: Option A
and Option B. Death Benefit Option C is also available where the insured is age
60 or less at issue. The Policy owner designates the desired option in the ap-
plication and can change the option by written request after the second Policy
year (see "Change in Death Benefit Option").

12
<PAGE>

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

Option A--The death benefit is equal to the specified face amount of insur-
ance.

Option B--The death benefit is equal to the specified face amount of insur-
ance plus the cash value.

Option C--The death benefit is equal to the specified face amount of insur-
ance plus the cash value if the insured dies prior to policy anniversary 65.
At policy anniversary 65, the specified face amount of insurance is recalcu-
lated to equal the specified face amount of insurance plus the cash value as
of the end of the prior day. Thereafter, the specified face amount of insur-
ance will be paid upon death.

Alternative Death Benefit--Under Option A, Option B or Option C, an alterna-
tive death benefit automatically applies if it is greater than the regular
death benefit option chosen. The alternative death benefit under each option
is a percentage of the cash value as set forth in the following table. The al-
ternative death benefit is determined in accordance with federal income tax
laws, to ensure that the Policy qualifies as a life insurance contract and
that the insurance proceeds will be excluded from the gross income of the ben-
eficiary.

<TABLE>
<CAPTION>
AGE
OF INSURED AT
BEGINNING OF POLICY PERCENTAGE OF
YEAR CASH VALUE
------------------- -------------
<S> <C>
40 and less: ................................................... 250%
45: ............................................................ 215%
50: ............................................................ 185%
55: ............................................................ 150%
60: ............................................................ 130%
65: ............................................................ 120%
70: ............................................................ 115%
75: ............................................................ 105%
80: ............................................................ 105%
85: ............................................................ 105%
90: ............................................................ 105%
95: ............................................................ 100%
</TABLE>

For the ages not listed, the percentage decreases by a ratable portion for
each full year.

In no event will the death benefit be lower than the minimum amount required
to maintain the Policy as life insurance under federal income tax law and ap-
plicable Internal Revenue Service rules.

Option A, Option B, and Option C all provide insurance protection, as well
as possible build-up of cash value. Under Option A, and under Option C on or
after policy anniversary 65, the insurance coverage remains level unless the
alternative death benefit applies. Under Option B, and under Option C prior to
policy anniversary 65, the insurance protection varies as the cash value
changes.

For a given specified face amount, the amount of the death benefit may be
greater under Option B, and under Option C prior to policy anniversary 65,
than under Option A, or under Option C on or after policy anniversary 65. This
is because the cash value is added to the specified face amount and included
in the death benefit under the former situations but not under the latter sit-
uations. By the same token, the cost of term insurance included in the monthly
deduction (see "Charges and Deductions--Cost of Term Insurance") will be
greater, and thus the accumulation of cash value will be lower under Option B,
and under Option C prior to policy anniversary 65, than under Option A assum-
ing the same specified face amount and the same actual premiums paid. After
policy anniversary 65, the cost of term insurance will be greater for Option B
than for Option C and greater for Option C than for Option A, assuming the
same specified face amount at issue and the same premiums paid.

Under Option C the death benefit is designed to increase during the Policy
owner's earning years, because the need for life insurance is presumed to in-
crease with increasing income. On policy anniversary 65, which is the assumed
retirement age, the specified face amount is adjusted to equal the then cur-
rent level of death ben-efit, and no further increases in death benefit are
made, since presumably such increases are no longer required.

Guaranteed Minimum Death Benefit. Generally, the Policy offers a guaranteed
minimum death benefit that guarantees the specified face amount of insurance
plus any additional death benefits provided by rider to the Policy, if certain
premium requirements are satisfied. Generally, there are four durations of
guaranteed minimum death benefit from which a Policy owner may choose: (i) for
the first five Policy years; (ii) to Age 65 (available only if the insured was
Age 60 or less on the date the Policy was issued); (iii) to Age 75 (available
only if the insured was Age 70 or less on the date the Policy was issued); or
(iv) to Age 85 (available only if the insured was Age 80 or less on the date
the Policy was issued). The Policy owner must elect the duration of the
guaranteed minimum death benefit on or before the Policy issue date. In
addition, a Policy owner may later reduce the duration of the guaranteed
minimum death benefit by reducing the premiums paid to an amount that will
only support the shorter duration. If at the end of the elected guaranteed
minimum death benefit duration, the Policy owner's actual cumulative premiums
that have been paid by each monthly anniversary would entitle the owner to
receive a longer duration of guaranteed minimum death benefit, the duration
will be increased to the appropriate duration. The Policy owner will then need
to pay the necessary premium to maintain the guaranteed minimum death benefit
for the longer duration.

The guaranteed minimum death benefit and/or certain of its durations may not
be available to all rating classes; however, Metropolitan Life will not
discriminate unfairly in offering the guaranteed minimum death benefit to
Policy owners.

There is no additional charge for the guaranteed minimum death benefit;
however, there are minimum

13
<PAGE>

...............................................................
premium amounts required to keep the guarantee in effect which vary based on
several factors (see "Premiums"). The Policy is tested on each monthly
anniversary in order to verify that the minimum required premium amounts have
been paid to keep the applicable duration of guaranteed minimum death benefit
in effect. If the premium requirements for a particular duration of the
guaranteed minimum death benefit have not been maintained on a Policy that had
such duration, but the premium requirements for a shorter duration of the
guarantee that is available under such Policy have been met, a notice will be
sent to the Policy owner stating that the duration of the guarantee will be
reduced to the longest guarantee that is supported by the premiums paid,
unless sufficient premiums are paid within 61 days from the monthly
anniversary that the premium requirements to maintain the guaranteed minimum
death benefit have not been met. Similarly, if there is no shorter duration
that would still be available to the Policy in question, a notice will be sent
to the Policy owner stating that the guaranteed minimum death benefit under
the Policy will terminate, unless sufficient premiums are paid within 61 days
from the monthly anniversary that the premium requirements to maintain the
guaranteed minimum death benefit have not been met. ONCE A GIVEN DURATION OF
THE GUARANTEED MINIMUM DEATH BENEFIT HAS BEEN TERMINATED, IT MAY NOT BE
REACTIVATED.

Change in Specified Face Amount. Subject to certain limitations, a Policy
owner, after the second Policy year and before the insured reaches Age 80, may
increase or decrease the specified face amount of a Policy once in any 24
month period (see "Decreases" and "Increases," below). Any increase or de-
crease in the specified face amount requested by the Policy owner will become
effective on the monthly anniversary on or next following the Date of Receipt
of the request, or, if evidence of insurability is required, the date of ap-
proval of the request.

Decreases. The specified face amount remaining in force after any requested
decrease may not be less than the Minimum Initial Specified Face Amount during
the first five Policy years nor less than one-half the Minimum Initial Speci-
fied Face Amount thereafter. However, no decrease in specified face amount
will be permitted that would reduce the specified face amount below $25,000.
Any decrease in the specified face amount that is permitted may result in a
loss of the guaranteed minimum death benefit as well as a taxable distribution
determined by Internal Revenue Code rules (see "Premiums--Premium Limita-
tions"). For purposes of determining the cost of term insurance charge and the
amount of subsequent premium requirements to maintain a guaranteed minimum
death benefit, a decrease in the specified face amount will reduce the speci-
fied face amount in the following order: (a) the specified face amount pro-
vided by the most recent increase; (b) the next most recent increases succes-
sively; and (c) the initial specified face amount.

Increases. Unless a guaranteed minimum death benefit is in effect, any
change in the specified face amount requested by the Policy owner which re-
sults in an increase in the death benefit may be made only if the cash surren-
der value after the change is large enough to cover at least two monthly de-
ductions based on the most recent cost of term insurance charge deducted. The
minimum amount of an increase is $5,000. Any such change will require that ad-
ditional evidence of insurability be submitted to Metropolitan Life and will
be subject to an underwriting charge of $5 per month for the twelve months
following the month of increase. Metropolitan Life will deduct this charge
from the existing cash value in the same manner in which the monthly deduc-
tions are taken (see "Monthly Deduction From Cash Value").

Effect of Changes in Specified Face Amount on Charges and Guaranteed Minimum
Death Benefit. A change in the specified face amount generally will affect
the term insurance amount used to compute a Policy owner's cost of term insur-
ance charge (see "Charges and Deductions--Cost of Term Insurance," "Cost of
Term Insurance Rate," and "Rate Class"). This in turn can affect the level of
subsequent cash values and death benefits. A change in the specified face
amount may also affect the Policy's status as a modified endowment contract
for tax purposes (see "Federal Tax Matters"). An increase in the specified
face amount results in additional surrender charges. A decrease in the speci-
fied face amount of insurance will generally be subject to a surrender charge
(see "Charges and Deductions--Surrender Charge").

Changes in the specified face amount of insurance will impact the premium
requirements for maintaining a guaranteed minimum death benefit. If a Policy
owner increases or decreases the specified face amount of a Policy that main-
tains a guaranteed minimum death benefit, the future premiums necessary to
maintain the guarantee on the Policy may increase or decrease, respectively
(see "Premiums").

Change in Death Benefit Option. Generally, after the second Policy year, the
death benefit option in effect may be changed once in any 12 month period
while the insured is alive to any other available death benefit option by
sending a written request for change to the Designated Office. A change from
Option A or Option B to Option C will only be permitted for Policy owners who
have Policies under which Option C is available. In addition, a change to Op-
tion C will not be permitted after the policy anniversary on which the insured
is age 60. A change in death benefit option will not be permitted unless the
cash surrender value of a Policy after the change is effected would be suffi-
cient to pay at least two monthly deductions. Changing death benefit options
will

14
<PAGE>

...............................................................
not require evidence of insurability and the effective date of any such change
will be the monthly anniversary on or following the Date of Receipt of the
request.

If the death benefit option is changed from Option B, or Option C prior to
policy anniversary 65 to Option A, the specified face amount will be increased
to equal the death benefit which would have been payable under Option B or Op-
tion C on the effective date of the change. The death benefit will not be al-
tered at the time of the change. However, the change in death benefit option
will affect the determination of the death benefit from that point on since the
cash value will no longer be added to the specified face amount in determining
the death benefit. From that point on, the death benefit will equal the new
specified face amount (or, if higher, the alternative death benefit). This will
mean that the cost of term insurance may be higher or lower than it otherwise
would have been since any increases or decreases in cash values will, respec-
tively, reduce or increase the term insurance amount under Option A (see
"Charges and Deductions--Cost of Term Insurance").

If the death benefit option is changed from Option A, or Option C on and af-
ter policy anniversary 65, to Option B, the specified face amount will be de-
creased to equal the death benefit less the cash value on the effective date of
the change. Similarly, if the death benefit is changed from Option A to Option
C before policy anniversary 65, the specified face amount will be decreased to
equal the death benefit less the cash value on the effective date of the
change. Neither of these changes may be made if it would result in a specified
face amount which is less than the Minimum Initial Specified Face Amount during
the first five Policy years and one-half the Minimum Initial Specified Face
Amount thereafter. In no case will a change be made if it would result in a
specified face amount of less than $25,000. As with a change from Option B, or
Option C prior to policy anniversary 65, to Option A, a change from Option A,
or Option C on and after policy anniversary 65, to Option B will not alter the
death benefit at the time of the change, but will affect the determination of
the death benefit from that point on. Since, from that point on, the cash value
will be added to the new specified face amount, the death benefit will vary
with the cash value. This is also the case with a change from Option A to Op-
tion C before policy anniversary 65. Moreover, under Option B, or Option C
prior to policy anniversary 65, the term insurance amount will not vary unless
the alternative death benefit is in effect. Therefore, the cost of term insur-
ance may be higher or lower than it otherwise would have been without the
change in death benefit option (see "Charges and Deductions--Cost of Term
Insurance"). A change in death benefit option will not be permitted if it re-
sults in total premiums paid exceeding the then current maximum premium limita-
tions determined by Internal Revenue Service Rules (see "Premiums--Premium Lim-
itations").

If the death benefit option is changed from Option B to Option C prior to
policy anniversary 65, from Option C to Option A on or after policy anniversary
65, or from Option C to Option B prior to policy anniversary 65, no change in
specified face amount will be made.

Under Option A, Option B and Option C, cost of term insurance rates generally
increase as the insured's age increases. Nevertheless, assuming a positive cu-
mulative net investment return with respect to any amounts in the Separate Ac-
count, changing the death benefit option from Option B, or Option C prior to
policy anniversary 65, to Option A will reduce the term insurance amount and
therefore the cost of term insurance charge for all subsequent monthly deduc-
tions compared to what such charge would have been if no such change were made.

A change in death benefit option that results in an increase or a decrease in
the specified face amount of insurance on a Policy that maintains a guarantee
may require higher or lower premiums, respectively, to maintain the guarantee
(see "Premiums--Payment of Premiums"). A death benefit option change that
increases the specified face amount will result in the establishment of an
increased surrender charge. A death benefit option change that decreases the
specified face amount may result in the deduction of a surrender charge (see
"Charges and Deductions--Surrender Charge").

THE POLICY OWNER SHOULD CONSIDER THE EFFECT OF A CHANGE IN THE SPECIFIED FACE
AMOUNT OR DEATH BENEFIT OPTION ON THE OWNER'S ABILITY TO KEEP A GUARANTEED
MINIMUM DEATH BENEFIT IN EFFECT AFTER SUCH CHANGE.

CASH VALUE

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

Calculation of Separate Account Cash Value. 20 days after the Investment
Start Date, the Policy's cash value in an investment division will equal the
portion of any net premium allocated to the investment division, reduced by the
portion of the first monthly deduction allocated to the Policy's cash value in
that investment division (see "Payment and Allocation of Premiums--Allo-

15
<PAGE>

...............................................................
cation of Premiums and Cash Value"). Thereafter, on each Valuation Date, the
Policy's cash value in an investment division of the Separate Account will
equal:

(1) The cumulative net premium payments allocated to the investment division;
plus

(2) All cash values transferred to the investment division from the Fixed Ac-
count, from the Policy Loan Account upon loan repayment (including all in-
terest
credited on loaned amounts) or from another investment division; minus

(3) Any cash value transferred from the investment division to the Fixed Ac-
count, to the Policy Loan Account upon taking out a loan or to another in-
vestment division; minus

(4) Any partial cash withdrawal from the investment division and the amount of
any surrender charge that has been deducted from that division; minus

(5) The portion of the cumulative monthly deductions allocated to the Policy's
cash value in the investment division (see "Charges and Deductions--
Monthly Deduction from Cash Value"); minus

(6) The portion of any transfer charge allocated to the Policy's cash value in
the investment division (see "Charges and Deductions--Transfer Charge");
plus

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

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

Separate Account Net Investment Return. A Separate Account investment divi-
sion's net investment return is determined as of the end of each Valuation
Date. All transactions and calculations with respect to the Policies as of any
Valuation Date are determined as of such time.

Each Separate Account division is credited with a rate of investment return
equal to its gross rate of investment return during the Valuation Period which
may be reduced by a charge for Metropolitan Life's taxes, if any such tax
charge becomes necessary in the future (see "Charges and Deductions--Charges
Against the Separate Account"). The investment division's gross rate of in-
vestment 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 port-
folio during the period.

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

From time to time the Separate Account may advertise its performance ranking
and rating information among similar investments as compiled by Lipper Analyt-
ical Services Inc., Morningstar, Inc. and other independent organizations. In
addition, Metropolitan Life may advertise ratings assigned by independent rat-
ing agencies that are relevant when considering the guarantees provided by
Metropolitan Life.

From time to time the Separate Account may compare the performance of its
investment divisions with the performance of common stocks, long-term govern-
ment bonds, long-term corporate bonds, intermediate-term government bonds,
Treasury Bills, certificates of deposit and savings accounts. The Separate Ac-
count may use the Consumer Price Index in its advertisements as a measure of
inflation for comparison purposes. Personalized illustrations based on histor-
ical Separate Account performance may also be provided.

BENEFIT AT FINAL DATE

If the insured is living, Metropolitan Life will pay to the Policy owner the
cash value of the Policy on the Final Date, reduced by any outstanding indebt-
edness (see "Policy Benefits--Cash Value"). Unless extended the Final Date of
a Policy is the Policy anniversary on which the insured is 95 (see "Federal
Tax Matters").

OPTIONAL INCOME PLANS

During the insured's lifetime, the Policy owner may arrange for the insur-
ance proceeds 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. These choices
are also available at the Final Date and if the Policy is surrendered. If no
election is made, Metropolitan Life 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 insured's death, select one or more of the op-
tional income plans, if no payments have yet been made. If the insurance pro-
ceeds become payable under an optional income plan and the beneficiary has the
right to withdraw the entire amount, the beneficiary may name and change con-
tingent beneficiaries.

OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more of the optional insurance bene-
fits described in the Appendix to

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...............................................................
the Prospectus, may be included with a Policy by rider. The cost of any op-
tional insurance benefits will be deducted as part of the monthly deduction
(see "Charges and Deductions--Monthly Deduction From Cash Value"). There is no
charge for the accelerated death benefit rider. See the Appendix to the Pro-
spectus, for a discussion of how certain riders affect the benefits and the
exercise of certain rights under the Policy. The addition of optional insur-
ance benefits may increase the premiums required to keep the minimum guaran-
teed death benefit in effect. Policy owners should consider their ability to
maintain a minimum guaranteed death benefit when adding optional insurance
benefits.

PAYMENT AND ALLOCATION OF PREMIUMS
...............................................................................

ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must complete an application which
will be sent to the Designated Office. A Policy will not be issued with a
specified face amount less than the Minimum Initial Specified Face Amount. A
Policy will generally be issued only to insureds 80 years of age or under who
supply evidence of insurability satisfactory to Metropolitan Life. Metropoli-
tan Life may, however, at its sole discretion, issue a Policy to an individual
above Age 80. Acceptance is subject to Metropolitan Life's underwriting rules,
and Metropolitan Life reserves the right to reject an application for any rea-
son permitted by law.

The Date of Policy is the date used to determine Policy years and Policy
months regardless of when the Policy is delivered. The Date of Policy will or-
dinarily be the date the application is approved. Within limits, Metropolitan
Life may establish an earlier Date of Policy (but no earlier than the date the
application is completed) if desired to preserve a younger age at issue for
the insured. Individuals may also request that the Date of Policy be the date
the application is completed if a payment of at least $2,500 is received with
the application. In these instances, the Policy owner will incur a charge for
insurance protection under the Policy where the insurance is in force under
the temporary insurance agreement described below. However, an earlier Date of
Policy has the potential advantage, to the Policy owner, of an earlier Invest-
ment Start Date if a payment is received with the application. In the case of
certain payroll deduction plans, or other automatic investment plans, the Date
of Policy may be earlier or later than the date the first premium payment is
received, pursuant to established administrative rules.

If a premium payment equivalent to at least one "check-o-matic" payment is
received with the application, and there has been no material misrepresenta-
tion in the application, fixed, temporary insurance equal to the specified
face amount applied for up to a maximum amount of $500,000, provided at no ad-
ditional charge, will start as of the date the application was completed and
will continue for a maximum of 90 days. However, if a medical examination of a
person to be insured is initially required by the underwriting rules of Metro-
politan Life, coverage on that person will not start until completion of the
examination. If it is not completed within 90 days from the date of the appli-
cation, there will be no coverage, except that, if the person to be insured
dies from an accident within 30 days from the date of the application and be-
fore the examination is completed, temporary insurance will be in effect if it
has not already ended under the terms of the temporary insurance agreement. In
no event will a death benefit be provided under the temporary insurance agree-
ment if death is by suicide.

Metropolitan Life will allocate net premiums to the Fixed Account on the In-
vestment Start Date. Allocation of net premium payments with respect to the
investment divisions of the Separate Account are effective 20 days after the
Investment Start Date.

Except as otherwise provided in any temporary insurance agreement, there
will be no insurance coverage under a Policy unless at the time the Policy is
delivered the insured's health is the same as stated in the application and,
in most states, the insured has not sought medical advice or treatment subse-
quent to the date of the application.

PREMIUMS

Payment of Premiums. Each Policy owner will determine a voluntary planned
periodic premium schedule that provides for the payment of a level premium at
fixed intervals for a specified period of time. The Policy owner is not re-
quired to pay premiums in accordance with the voluntary planned periodic pre-
mium schedule.

IF NO GUARANTEED MINIMUM DEATH BENEFIT IS IN EFFECT, THE PAYMENT OF PREMIUMS
DOES NOT GUARANTEE THAT THE POLICY REMAINS IN FORCE. Instead, the duration of
the Policy depends upon the Policy's cash surrender value (see "Policy Termi-
nation and Reinstatement--Termination").

The Policy owner must designate in the application one of the following ways
to pay the voluntary planned periodic premium. The Policy owner may elect to
pay the planned periodic premium annually, semi-annually, or monthly through
"check-o-matic" payments. Monthly "check-o-matic" payments are automatically
made by preauthorized transfers from a bank checking account. A Policy owner
may also elect to pay monthly voluntary planned periodic premiums through
other systematic payment plans or through various payroll deduction plans if
provided by the employer of the Policy owner. In certain situations Metropoli-
tan Life may permit the pay-

17
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...............................................................
ment of monthly voluntary planned periodic premiums in another manner. Any
such payment method will be made available in a manner that will not discrimi-
nate unreasonably or unfairly against any Owner.

Subject to the maximum premium limitations described below, a Policy owner
may make unscheduled premium payments at any time. The Policy, therefore, pro-
vides the owner with the flexibility to vary the frequency and amount of pre-
mium payments to reflect changing financial conditions.

All premium payments after the initial premium payment are credited to the
Separate Account or Fixed Account as of the Date of Receipt.

Premiums for Guaranteed Minimum Death Benefit. There are minimum premium
amounts required to keep the guarantee in effect which vary based on several
factors including the duration of the guarantee, specified face amount, smok-
ing class, underwriting class, death benefit option and any riders added to
the Policy, each as then in effect, as well as the issue age and sex of the
insured. Changes in certain of these factors will impact the premiums required
to maintain these guarantees.

Generally, for a given owner, the premium required to maintain the guaran-
teed minimum death benefit will be higher: (i) for death benefit option B, and
death benefit option C, than for death benefit option A; (ii) the longer the
duration of the guaranteed minimum death benefit; and (iii) for higher speci-
fied face amounts. To maintain a guaranteed minimum death benefit these re-
quired premiums must be paid for the entire guaranteed minimum death benefit
period. The Policy is tested on each monthly anniversary in order to verify
that a sufficient amount of premium (less partial withdrawals and outstanding
Policy loans) has been paid to keep the guaranteed minimum death benefit in
force.

Premium Limitations. During the first Policy year, premium payments by a
Policy owner must at least equal the Minimum Initial Premium for the particu-
lar Policy or the Policy will terminate after the grace period.

Except as described below, the total of all premiums paid, both planned and
unplanned, can never exceed the then current maximum premium limitation deter-
mined by Internal Revenue Code rules relating to the definition of life insur-
ance (See "Federal Tax Matters"). If at any time a premium is paid that would
result in total premiums exceeding the then current maximum premium limita-
tions, Metropolitan Life 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 Policy from
terminating. An increase or reduction in benefits would result in an adjust-
ment of these premium limits. In addition, a reduction in benefits could re-
sult in a required distribution from the Policy which may be taxed on an in-
come first basis if the reduction occurs in the first 15 Policy years.

There may be cases where the total of all premiums paid could cause the Pol-
icy to be classified as a modified endowment contract (see "Federal Tax Mat-
ters"). The annual statement (see "Reports") sent to each Policy owner will
include information regarding the modified endowment contract status of a Pol-
icy. In cases where a Policy is not an irrevocable modified endowment con-
tract, the annual statement will indicate what action the Policy owner can
take to reverse the modified endowment contract status of the Policy.

Every voluntary planned periodic premium payment after the first Policy year
must be at least $200 on an annual basis, $100 on a semi-annual basis and $15
on a "check-o-matic" or other pre-authorized transfer or payment basis. For
some Policies distributed through brokers (see "Distribution of the Poli-
cies"), the voluntary planned periodic premium for the first Policy year may
be required to add up to at least $2,500. Every unplanned premium payment must
be at least $250. Premium payments less than these minimum amounts will be re-
funded to the Policy owner.

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").

Allocation of Net Premiums. In the application for a Policy, the Policy
owner indicates the initial allocation of net premiums among the Fixed Account
and the investment divisions of the Separate Account. 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 Policy owner may
change the allocation of future net premiums without charge at any time by
providing Metropolitan Life with written notification at the Designated Office
or in another form of communication acceptable to Metropolitan Life. The
change will be effective as of the Date of Receipt of the notice at the Desig-
nated Office.

The Policy's cash value in the investment divisions of the Separate Account
will vary with the investment experience of these investment divisions, and
the Policy

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...............................................................
owner bears this investment risk. Policy owners should periodically review
their allocations of net premiums and cash values in light of market condi-
tions and their overall financial planning requirements.

Cash Value Transfers. The Policy owner may transfer cash value between the
Fixed Account and the investment divisions of the Separate Account and among
the investment divisions of the Separate Account. At the present time, there
is no charge for transfers. Metropolitan Life reserves the right in the future
to assess a charge of up to $25 against each transfer and to limit the number
of transfers to four per Policy year. 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 $50 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. Metropolitan Life reserves the right to delay
the transfer, withdrawal, surrender and payment of policy loans of amounts
from the Fixed Account or to process such transfer requests only on or about
the Policy anniversary date (see "The Fixed Account--Transfers, Withdrawals,
Surrenders, and Policy Loans"). Metropolitan Life will effectuate transfers
and determine all values in connection with transfers as of the Date of Re-
ceipt of written notice at the Designated Office.

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

Automated Investment Strategies. Metropolitan Life may permit the Policy
owner to submit a written authorization directing Metropolitan Life to make
transfers on a continuing periodic basis from one investment division to an-
other or to the Fixed Account. Metropolitan Life currently offers four such
investment strategies: the "Equity Generator," the "Equalizer," the "Alloca-
tor" and the "Rebalancer." Only one automated investment strategy may be in
effect at any one time. The Owner may submit a written request electing a
strategy or directing Metropolitan Life to cancel a strategy at any time.

Under the "Equity Generator," Policy owners may have the interest earned on
amounts in the Fixed Account transferred to the MetLife Stock Index Division
or the State Street Research Aggressive Growth Division, as elected by the
Policy owner. Any such transfer from the Fixed Account to the MetLife Stock
Index Division or the State Street Research Aggressive Growth Division, as ap-
plicable, will be made at the beginning of each Policy month following the
Policy month in which the interest is earned. The transfer will only be made
for a month during which at least $20 in interest is earned. Amounts earned
during a month in which less than $20 in interest is earned will remain in the
Fixed Account.

Under the "Equalizer," at the end of a specified period (e.g. monthly, quar-
terly) as determined by Metropolitan Life, a transfer is made from the MetLife
Stock Index Division or the State Street Research Aggressive Growth Division,
as elected by the Policy owner, to the Fixed Account or from the Fixed Account
to such elected investment division in order to make the Fixed Account and
such elected investment division equal in value. While the "Equalizer" is in
effect, any cash value transfer out of any elected investment division or the
Fixed Ac- count that is not part of this automated investment strategy will
automatically terminate the "Equalizer" election. The Policy owner may then
reelect the "Equalizer" strategy to become effective on the next Policy anni-
versary.

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

Under the "Rebalancer," Policy owners may elect the periodic redistribution
of cash value so that the cash value is allocated among the Fixed Account and
the investment divisions of the Separate Account in the same proportion as the
net premiums are allocated. Metropolitan Life will redistribute the cash value
at the beginning of each calendar quarter.

...............................................................
the Policy's Fixed Account and in the Separate Account. Metropolitan Life will
institute reasonable procedures to confirm that any instructions communicated
by telephone are genuine. All telephone calls will be recorded, and the Policy
owner (or, if applicable, the Policy owner's sales representative) will be
asked to produce the Policy owner's personalized data prior to Metropolitan
Life honoring any requests by telephone. Additionally, as with other transac-
tions, the Policy owner will receive a written confirmation of each telephoni-
cally requested transaction. Neither Metropolitan Life nor the Separate Ac-
count will be liable for any loss, expense or cost arising out of any requests
that Metropolitan Life or the Separate Account reasonably believe to be genu-
ine. In the event that these procedures are instituted and in the further
event that the Policy owner who has elected to use such procedures encounters
difficulty with them, such Policy owner should make inquiry to the Designated
Office.

POLICY TERMINATION AND REINSTATEMENT

Termination. Insurance coverage under the Policy will continue until the Fi-
nal Date, unless the cash surrender value is insufficient to cover the monthly
deduction at a time when no minimum guaranteed death benefit is in effect. On
any such monthly anniversary, Metropolitan Life will notify the Policy owner
and any assignee of record. The Policy owner will then have a grace period of
61 days, measured from the monthly anniversary, to make sufficient payment.
The minimum necessary payment must be an amount such that the net cash surren-
der value is sufficient to support one monthly deduction. Failure to make a
sufficient payment within the grace period will result in termination of the
Policy without any cash surrender value. If the insured dies during the grace
period, the insurance proceeds will still be payable, but any due and unpaid
monthly deductions accruing during the grace period will be deducted from the
proceeds.

Notwithstanding the above, at the present time, with respect to the rein-
statement of a Policy that is terminated during the first two Policy years,
Metropolitan Life 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 Policy months commencing with the effective date of reinstatement; and
(b) the total of the minimum required premiums that would have been payable
under the Policy from the date of the Policy until the effective date of rein-
statement had no termination occurred, over the sum of all premiums paid by
the Policy owner to the effective date of the termination before any charges
or deductions were applied. Metropolitan Life offers this alternative calcula-
tion 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 equal to two monthly deductions plus any amount
of net premiums paid at reinstatement in excess of the amount of premium re-
quired above to reinstate the Policy.

The date of reinstatement will be the date of approval of the application
for reinstatement. The terms of the original Policy, including the insurance
rates provided therein, will apply to the reinstated Policy. A reinstated Pol-
icy is subject to a new two year period of contestability (see "Other Policy
Provisions--Incontestability"). The guaranteed minimum death benefit may not
be reinstated.

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

Metropolitan Life incurs many expenses and risks in connection with the Pol-
icies. It is compensated for these out of all of the charges discussed below.
Although different purposes are ascribed below to different charges, such dis-
tinctions are imprecise. Metropolitan Life is free to retain any and all reve-
nues or profits that result from any of these charges or to apply such reve-
nues or profits to any other purposes, including any costs and expenses in
connection with the Policies.

PREMIUM EXPENSE CHARGES

Sales Load. A charge (which may be deemed to be a sales load as defined in
the 1940 Act) is deducted

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...............................................................
from each premium payment received by Metropolitan Life as described below. A
charge of 2.25% of premiums paid is deducted from all premium payments. There
is also a charge (which may be deemed to be a sales load) upon the surrender
of a Policy during the first fifteen Policy years or during the first fifteen
Policy years after an increase in the specified face amount of a Policy (see
"Surrender Charge").

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 Metropolitan Life. A charge of 1.25% of
each premium payment is made for the purpose of compensating Metropolitan Life
for its increased federal income taxes as a result of premiums received in
connection with the Policy (the "DAC tax charge"). An additional charge is
made for state premium taxes of 2% of each premium payment. Premium taxes vary
from state to state ranging from zero to 3.5% currently. The 2% rate approxi-
mates the average tax rate expected to be paid on premiums from all states.

TRANSFER CHARGE

At the present time, no charge will be assessed against the cash value of a
Policy when amounts are transferred among the investment divisions of the Sep-
arate Account and between the investment divisions and the Fixed Account. Met-
ropolitan Life 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 from which
amounts are transferred in the same proportion that the amounts transferred
from the Fixed Account and the amounts transferred from each investment divi-
sion bear to the total amount transferred, when the requested transfer is ef-
fected. Charges will not be assessed for transfers made under the "Equalizer,"
"Equity Generator," "Allocator" or "Rebalancer" (see "Allocation of Premiums
and Cash Value--Automated Investment Strategies").

MONTHLY DEDUCTION FROM CASH VALUE

The monthly deduction from cash value includes the cost of term insurance
charge, the charge for optional in surance benefits added by rider, the admin-
istration charge and the mortality and expense risk charge. The monthly deduc-
tion will also include a charge for requested increases in the specified face
amount for each of the 12 months following the increase, as discussed more
fully under "Policy Benefits--Increases".

The monthly deduction will be deducted as of each monthly anniversary com-
mencing with the Date of Policy. At issue and within 30 days of any policy
anniversary, the Policy owner may choose (1) to have monthly deductions allo-
cated among the Fixed Account and each Investment Division in proportion to
the Policy's cash value at the beginning of the policy month (i.e., on a "Pro
Rata Basis"); or (2) to have all monthly deductions taken from the Fixed Ac-
count exclusively. In the latter case, any time money in the Fixed Account is
insufficient to cover the monthly deduction, deductions will be made on a Pro
Rata Basis from the Separate Account. If a Policy owner chooses to have all
deductions made from the Fixed Account, all amounts removed from the Policy's
cash value (including partial withdrawals, policy loans surrender charges and
transfer charges) will also be made from the Fixed Account, and then on a Pro
Rata basis, if necessary. See "Payment and Allocation of Premiums--Issuance of
a Policy", regarding when insurance coverage starts under a newly issued Poli-
cy.

Cost of Term Insurance. Because the cost of term insurance depends upon a
number of variables, it can vary from month to month. Metropolitan Life will
determine the monthly cost of term insurance charge by multiplying the appli-
cable cost of term insurance rate or rates by the term insurance amount for
each Policy month. The term insurance amount for a Policy month is (a) the
death benefit at the beginning of the Policy month divided by 1.0024663 (a
discount factor to account for return deemed to be earned during the month),
less (b) the cash value at the beginning of the Policy month after the deduc-
tion of other applicable charges.

The term insurance amount may be affected by changes in the cash value or in
the specified face amount of the Policy and will be greater for owners who
have selected Death Benefit Option B, or Death Benefit Option C prior to pol-
icy anniversary 65, than for those who have selected Death Benefit Option A,
or Death Benefit Option C on and after policy anniversary 65 (see "Policy Ben-
efits--Death Benefits"), assuming the same specified face amount in each case
and assuming that the alternative death benefit is not in effect. Since the
death benefit under Option A, and under Option C on and after policy anniver-
sary 65, remains constant while the death benefit under Option B, and under
Option C prior to policy anniversary 65, varies with the cash value, cash
value increases will generally reduce the term insurance amount under Option
A, and Option C on and after policy anniversary 65, but not under Option B,
and Option C prior to policy anniversary 65. If the term insurance amount is
greater, the cost of insurance will be greater. If the alternative death bene-
fit is in effect (see "Death Benefit Options--Alternative Death Benefit"),
then the cost of term insurance will vary directly with the cash value under
all of the death benefit options.

In those cases where the specified face amount of the Policy does not change
as a result of the Option change (i.e., converting from Option B to C (when
permitted), from Option C to Option B before Policy anniver-

21
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...............................................................
sary 65 or from Option C to Option A after Policy anniversary 65), the cost of
term insurance will not change.

Cost of Term Insurance Rate. Cost of term insurance rates are based on the
sex (except in Montana, in the case of group conversions which require unisex
rates and in the case of Policies sold in connection with executive bonus and
split dollar deferred compensation and other employer-sponsored life insurance
plans), age and rate class of the insured. The actual monthly cost of term in-
surance rates will be based on Metropolitan Life's expectations as to future
experience. They will not, however, be greater than the guaranteed cost of
term insurance rates set forth in the Policy. These guaranteed rates are based
on certain of the 1980 Commissioners Standard Ordinary Mortality Tables and
the insured's sex and age. The Tables used for this purpose set forth differ-
ent mortality estimates for males and females, and vary for smokers and non-
smokers. Any change in the cost of term insurance rates will apply to all per-
sons of the same insuring age, sex, and rate class whose Policies have been in
force for the same length of time. Metropolitan Life reviews its cost of term
insurance rates periodically and may adjust the rates from time to time.

Rate Class. The rate class of an insured affects the cost of term insurance
rate. Metropolitan Life currently places insureds into a standard rate class
or rate classes involving a higher or lower mortality risk. For Ages 18 and
over, each such rate class is further divided into a smoker division and a
nonsmoker division. In an otherwise identical Policy, insureds in the standard
rate class will have a lower cost of term insurance than those in the rate
class with the higher mortality risk, and a higher cost of term insurance than
those in the rate class with the lower mortality risk. Also, those insureds in
the nonsmoker division of a rate class will have a lower cost of term insur-
ance than those in the smoker division of the same rate class.

If a Policy owner requests a specified face amount increase at a time when
the insured is in a less favorable rate class or division than previously, a
correspondingly higher cost of insurance rate will apply to that portion of
the term insurance amount attributable to the increase. On the other hand, if
the insured's rate class or division improves, the lower cost of insurance
rate will apply to the entire term insurance amount.

Administration Charge. For all Policies there will be a monthly administra-
tion charge. For the first Policy year the charge will be based on the Age of
the insured at issue. The charge is equal to $20 per month for ages less than
26, $30 per month for ages 26 to 40; $35 per month for ages 41 and over. After
the first Policy year the monthly administration charge is $10.00 per month.
For any Policy, this charge may be reduced in any month during which the cumu-
lative premiums paid or the premium payment attributable to that month (net of
Policy loans and withdrawals) meet the minimum premium requirements that would
maintain a guaranteed minimum death benefit to Age 65 for such Policy if
available, otherwise to the next shortest duration available. If no guarantee
is available, the necessary amount will be specified in the Policy. If the
premium requirements have been satisfied, the administration charge after the
first Policy year is $5 per month for Policies with a specified face amount of
$250,000 or more, $6.00 per month for Policies with a specified face amount of
$100,000 to $249,999 and $7 per month for Policies with a specified face
amount of less than $100,000. The monthly administration charge and the deter-
mination of whether the premium requirements have been satisfied will be de-
termined at the time the monthly deduction is made. Thus, any change in speci-
fied face amount of a Policy or change in premiums paid may result in a change
in the monthly administration charge.

These charges will be used to compensate Metropolitan Life for expenses in-
curred in the administration of the Policy. (See "Premiums"). The first year
charge will also compensate Metropolitan Life for first year underwriting and
other start-up expenses incurred in connection with the Policy. These expenses
include the cost of processing applications, conducting medical examinations,
determining insurability and the insured's risk class, and establishing Policy
records. If a Policy is surrendered in the first Policy year, the remaining
administration charge for each of the full Policy months remaining in the
first Policy year will be deducted from the cash value of the Policy in addi-
tion to any applicable surrender charge (see "Surrender Charge").

Charge for Mortality and Expense Risks. A monthly charge is made for mortal-
ity and expense risks assumed by Metropolitan Life. The amount of the charge
is equivalent to a monthly rate of .075% of the cash value in the Separate Ac-
count on each monthly anniversary. Beginning after Policy year 10, this charge
may be reduced to .05%. However, this reduction is not guaranteed.

The mortality risk assumed is that insureds may live for a shorter period of
time than estimated and, thus, a greater amount of death benefits than ex-
pected will be payable. The expense risk assumed is that expenses incurred in
issuing and administering the Policies will be greater than estimated. Metro-
politan Life will realize a gain if the charges prove ultimately to be more
than sufficient to cover its actual costs of such mortality and expense com-
mitments. If the charges are not sufficient, the loss will fall on Metropoli-
tan Life. If its estimates of future mortality and expense experience are ac-
curate, Metropolitan Life anticipates that it will realize a profit from the
mortality and expense risk charge; however if such estimates are inaccurate,
Metropolitan Life could incur a loss.

22
<PAGE>

...............................................................
CHARGE AGAINST THE SEPARATE ACCOUNT

Charge for Income Taxes. Currently, no charge is made against the Separate
Account for income taxes. However, Metropolitan Life may decide to make such a
charge in the future (see "Federal Tax Matters--Taxation of Metropolitan
Life").

SURRENDER CHARGE

A sales charge may be deducted in the form of a surrender charge from the
cash value (i) if there is a cash value withdrawal; (ii) if the Policy is
surrendered or terminated; or (iii) if there is a reduction in the specified
face amount (excluding any reduction that results from a change in death
benefit option). No surrender charge will be deducted on partial withdrawals in
each Policy year of up to 10% of the cash surrender value at the time of the
withdrawal. This 10% surrender charge free withdrawal does not apply to
reductions in specified face amount. No surrender charge will be imposed on any
decrease in specified face amount that is the result of a partial withdrawal
(although any surrender charge applicable to the partial withdrawal itself will
be imposed). In addition, no surrender charge will be attributable to an
automatic increase in specified face amount caused by a change in death benefit
option.

The surrender charge as of any date is computed by first determining the per-
cent applicable to (1) the initial specified face amount and (2) any increase
therein that remains in effect, as set forth in the chart below based on the
length of time such specified amount has been in force. The percent thus deter-
mined is multiplied by the surrender charge measure (or, if the percent relates
to a specified face amount increase, by the increase surrender charge measure
associated with that increase). That gives the surrender charge that would be
imposed on a surrender of the entire cash value (less any 10% surrender charge
free withdrawal), or of the entire specified face amount, during the Policy
years shown in the chart below.
<TABLE>
<CAPTION>
PERCENT
POLICY YEAR SINCE ISSUE OR YEAR SINCE OF
SPECIFIED FACE AMOUNT INCREASE MEASURE*
- ------------------------------------- --------
<S> <C>
1...................................................................... 100%
2...................................................................... 100
3...................................................................... 90
4...................................................................... 80
5...................................................................... 70
6**.................................................................... 60
7...................................................................... 54
8...................................................................... 48
9...................................................................... 42
10..................................................................... 36
11..................................................................... 30
12..................................................................... 24
13..................................................................... 18
14..................................................................... 12
15..................................................................... 6
16 and later........................................................... 0
</TABLE>
- -----
* The measures are described in the "Definitions" portion of this prospectus
under "Surrender Charge Measure" and "Increase Surrender Charge Measure."
** After the fifth Policy Year the surrender charges will decrease each Policy
month.

To the extent that a partial withdrawal is subject to a surrender charge, the
surrender charge will be prorated based on the ratio of (A) the withdrawn
amount (less the 10% charge-free amount in each Policy year) to (B) the
Policy's then total cash surrender value. Surrender Charge Measures and In-
crease Surrender Charge Measures are also reduced if a surrender charge is as-
sessed. The measures are reduced in reverse chronological order to the way they
were added. Each measure is reduced by the same percentage as its associated
surrender charge. Surrender charges are assessed, from the most recently added
increase and then in reverse chronological order through any prior increases
finally reducing the surrender charge on the base amount.

For purposes of computing any surrender charge applicable to a partial
reduction in specified face amount, the reduction is used to offset any
specified face amount increases in reverse chronological order to the way they
were added and finally is used to offset the specified face amount at issue.
Any remaining amount of the surrender charge that was originally established in
connection with each portion of specified face amount then canceled will be
deducted. If only a portion of the original specified face amount (or of an
increase therein) is canceled, only a pro-rata amount of any remaining
surrender charge associated with such original specified face amount (or
increase) will be deducted.

Surrender charges will be deducted from the cash value in the same manner
that the monthly deduction is taken to the extent the cash value is sufficient.
Otherwise the charges will reduce the amount paid to the owner.

BECAUSE THE SURRENDER CHARGE MEASURES AND PERCENTAGES ARE CAPPED AT THE END
OF THE SECOND POLICY YEAR, OR SECOND YEAR FROM ANY INCREASE IN SPECIFIED FACE
AMOUNT, A POLICY OWNER MAY BE ABLE TO LIMIT THE SURRENDER CHARGES BY LIMITING
THE PAYMENT OF PREMIUMS ABOVE THE LEVEL NECESSARY TO KEEP THE POLICY AND THE
GUARANTEED MINIMUM DEATH BENEFIT IN EFFECT DURING SUCH YEARS.

GUARANTEE OF CERTAIN CHARGES

Metropolitan Life guarantees, and may not increase, the charges deducted from
premiums, the maximum monthly administration charge, the surrender charge and
the maximum charge for mortality and expense risks with respect to the Poli-
cies.

OTHER CHARGES

Fund Investment Management Fee. Shares of the Fund are purchased for the Sep-
arate Account at their net asset value. The net asset value of Fund shares is
determined after deduction of the fee for investment management services and
the deduction of direct expenses from the assets of the Fund as more fully de-
scribed under "Fund Investment Management Fees and Direct Expenses" and in the
attached prospectus for the Fund.

23
<PAGE>

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

ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES, CASH SURRENDER VALUES AND
ACCUMULATED PREMIUMS
...............................................................................

The tables in this section illustrate the way in which a Policy's death ben-
efit, 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, re-
alized or unrealized) equivalent to constant gross (after tax) annual rates of
0%, 6% and 12%. The tables are based on the payment of annual planned premiums
(see "Premiums--Premium Limitations"), for a specified face amount of $100,000
for a male aged 35. Each illustration assumes that the insured is in Metropol-
itan Life's standard nonsmoker underwriting risk classification. Illustrations
for an insured in Metropolitan Life's standard smoker underwriting risk clas-
sification would show, for the same age and premium payments, lower cash val-
ues and cash surrender values and, therefore, for the minimum death benefit,
death benefits under Option B and Option C prior to policy anniversary 65,
lower death benefits. The differences between the cash values and the cash
surrender values in the first fifteen years are the surrender charges.

The death benefits, cash values and cash surrender values would be different
from those shown if the actual gross investment rates of return averaged 0%,
6% or 12% over a period of years, but fluctuated above or below such averages
for individual policy years. The values would also be different depending on
the allocation of a Policy's total cash value among the investment divisions
of the Separate Account, if the actual rates of return averaged 0%, 6% or 12%
but the rates for each portfolio of the Fund varied above and below such aver-
ages.

The amounts shown for the death benefits, cash values and cash surrender
values take into account the deductions from premiums and the monthly deduc-
tion from cash value, and the daily charge to the Fund for investment manage-
ment services equivalent to an annual rate of .59% of the average daily value
of the aggregate net assets of the Fund (which represents the simple average
of the maximum management fees indicated in the Chart of "Metropolitan Series
Fund Annual Expenses" under "Fund Investment Management Fees and Direct Ex-
penses" applicable to the ten available Portfolios of the Fund) and .14% for
other direct Fund expenses (the simple average of the expenses indicated in
such chart, which takes into account the expense reimbursements described in
the chart). In the illustrations that show "Guaranteed" charges, the monthly
rate for mortality and expense risks is .075% of the cash value in the Sepa-
rate Account on the monthly anniversary and the monthly administration charge
is $30 per month in the first Policy year and $10 per month in the second Pol-
icy year and later. In the illustrations that show "Current" charges, (i) the
monthly rate for mortality and expense risks is .075% of the cash value in the
Separate Account on the monthly anniversary in each of the first ten Policy
years, and .05% in all subsequent years, and (ii) the monthly administration
charge is $30 per month in the first Policy year and $6 per month in the sec-
ond Policy year and later. Because the Policies described in this prospectus
were first offered in 1998, the planned reductions in the mortality and ex-
pense risk and monthly administration charges have not yet taken effect under
any outstanding Policies.

Some of the following illustrations are based on the guaranteed cost of term
insurance rates; the remainder of the illustrations are based on the current
cost of term insurance rates as presently in effect (see "Monthly Deduction
From Cash Value--Cost of Term Insurance Rate").

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: -.72%, 5.24% and 11.19%, re-
spectively.

The hypothetical returns shown in the tables do not reflect any charges for
income taxes against the Separate Account since no such charges are currently
made. However, if in the future such charges are made, in order to produce the
death benefits and cash values illustrated, the gross annual investment rate
of return would have to exceed 0%, 6% or 12% by a sufficient amount to cover
the tax charges. (See "Federal Tax Matters--Taxation of Metropolitan Life.")

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, Metropolitan Life will furnish an illustration reflecting the
proposed insured's age, sex, the specified face amount or premium amount re-
quested, frequency of planned periodic premium payments, death benefit option
selected and any available rider requested.

24
<PAGE>

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER UNDERWRITING RISK SPECIFIED FACE AMOUNT: $100,000--DEATH
BENEFIT OPTION A GUARANTEED INSURANCE POLICY 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
POLICY 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................... $ 1,050 $ 403 $ 442 $ 481 $ 0(3) $ 0(3) $ 0(3) $100,000 $100,000 $100,000
2................... 2,153 1,029 1,139 1,255 0(3) 0(3) 0(3) 100,000 100,000 100,000
3................... 3,310 1,634 1,856 2,098 368 590 831 100,000 100,000 100,000
4................... 4,526 2,218 2,593 3,014 1,092 1,467 1,889 100,000 100,000 100,000
5................... 5,802 2,781 3,349 4,013 1,796 2,364 3,028 100,000 100,000 100,000
6................... 7,142 3,319 4,122 5,098 2,475 3,277 4,254 100,000 100,000 100,000
7................... 8,549 3,832 4,912 6,279 3,073 4,152 5,519 100,000 100,000 100,000
8................... 10,027 4,322 5,721 7,566 3,647 5,046 6,891 100,000 100,000 100,000
9................... 11,578 4,784 6,547 8,968 4,194 5,956 8,377 100,000 100,000 100,000
10................... 13,207 5,220 7,389 10,495 4,713 6,882 9,988 100,000 100,000 100,000
15................... 22,657 6,917 11,798 20,478 6,832 11,713 20,393 100,000 100,000 100,000
20................... 34,719 7,542 16,319 36,039 7,542 16,319 36,039 100,000 100,000 100,000
25................... 50,113 6,399 20,322 60,829 6,399 20,322 60,829 100,000 100,000 100,000
40................... 126,840 0(3) 8,985 270,318 0(3) 8,985 270,318 100,000 100,000 289,240(4)
45................... 167,685 0(3) 0(3) 436,719 0(3) 0(3) 436,719 0(3) 0(3) 458,555(4)
50................... 219,815 0(3) 0(3) 694,213 0(3) 0(3) 694,213 0(3) 0(3) 728,923(4)
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values in cash value, cash surrender value, and death benefit
indicate termination of insurance coverage in the absence of sufficient
premium payment; see "Payment and Allocation of Premiums--Termination,"
for further details. Zero cash surrender values in the early Policy years
will not cause coverage to terminate since illustration assumes payment of
at least the premium required for a five year Guaranteed Minimum Death
Benefit.
(4) Alternative death benefit applies; see "Death Benefit Options--Alternative
Death Benefit," for further details.

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 THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT, CASH
VALUE AND CASH SURRENDER VALUE FOR A POLICY 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
POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO
THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE
FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.

25
<PAGE>

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER UNDERWRITING RISK SPECIFIED FACE AMOUNT: $100,000--DEATH
BENEFIT OPTION B GUARANTEED INSURANCE POLICY CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL CASH
ASSUMING HYPOTHETICAL SURRENDER VALUE(2)
PREMIUMS GROSS ANNUAL ASSUMING HYPOTHETICAL
ACCUMULATED INVESTMENT GROSS ANNUAL INVESTMENT
END OF AT 5% RATES OF RETURN OF RATES OF RETURN OF
POLICY INTEREST ---------------------------- -----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ ----------- ------ ------ -------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1...................... $ 1,050 $ 402 $ 441 $ 480 $ 0(3) $ 0(3) $ 0(3)
2...................... 2,153 1,026 1,136 1,251 0(3) 0(3) 0(3)
3...................... 3,310 1,627 1,849 2,089 361 583 823
4...................... 4,526 2,206 2,579 2,998 1,081 1,453 1,873
5...................... 5,802 2,783 3,327 3,986 1,778 2,342 3,001
6...................... 7,142 3,293 4,088 5,056 2,449 3,244 4,212
7...................... 8,549 3,797 4,864 6,216 3,037 4,105 5,458
8...................... 10,027 4,274 5,655 7,475 3,599 4,980 6,800
9...................... 11,578 4,723 6,458 8,840 4,132 5,867 8,249
10...................... 13,207 5,142 7,272 10,320 4,635 6,765 9,814
15...................... 22,657 6,715 11,427 19,795 6,630 11,342 19,711
20...................... 34,719 7,120 15,358 33,824 7,120 15,358 33,824
25...................... 50,113 5,641 18,081 54,183 5,641 18,081 54,183
40...................... 126,840 0(3) 0(3) 176,578 0(3) 0(3) 176,578
45...................... 167,685 0(3) 0(3) 243,337 0(3) 0(3) 243,337
50...................... 219,815 0(3) 0(3) 321,756 0(3) 0(3) 321,756
<CAPTION>
TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT
END OF RATES OF RETURN OF
POLICY --------------------------------
YEAR 0% 6% 12%
------ ----------- ----------- --------
<S> <C> <C> <C>
1...................... $100,402 $100,441 $100,480
2...................... 101,026 101,136 101,251
3...................... 101,627 101,849 102,089
4...................... 102,206 102,579 102,998
5...................... 102,763 103,327 103,986
6...................... 103,293 104,088 105,058
7...................... 103,797 104,884 106,216
8...................... 104,274 105,655 107,475
9...................... 104,723 106,458 108,840
10...................... 105,142 107,272 110,320
15...................... 106,715 111,427 119,795
20...................... 107,120 115,358 133,824
25...................... 105,641 118,081 154,183
40...................... 0(3) 0(3) 276,578
45...................... 0(3) 0(3) 343,337
50...................... 0(3) 0(3) 421,756
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values in cash value, cash surrender value, and death benefit
indicate termination of insurance coverage in the absence of sufficient
additional premium payment; see "Payment and Allocation of Premiums--
Termination," for further details. Zero cash surrender values in the early
Policy years will not cause coverage to terminate since illustration
assumes payment of at least the premium required for a five year
Guaranteed Minimum Death Benefit.

26
<PAGE>

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER UNDERWRITING RISK SPECIFIED FACE AMOUNT: $100,000--DEATH
BENEFIT OPTION C GUARANTEED INSURANCE POLICY CHARGES

<TABLE>
<CAPTION>
TOTAL CASH
TOTAL CASH VALUE(2) SURRENDER VALUE(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
POLICY INTEREST ----------------------------- -----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ ----------- ------ ------- -------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1................... $ 1,050 $ 402 $ 441 $ 480 $ 0(3) $ 0(3) $ 0(3)
2................... 2,153 1,026 1,136 1,251 0(3) 0(3) 0(3)
3................... 3,310 1,627 1,849 2,089 361 583 823
4................... 4,526 2,208 2,579 2,998 1,081 1,453 1,873
5................... 5,802 2,763 3,327 3,986 1,778 2,342 3,001
6................... 7,142 3,283 4,088 5,056 2,449 3,244 4,212
7................... 8,549 3,797 4,864 6,216 3,037 4,105 5,456
8................... 10,027 4,274 5,655 7,475 3,599 4,980 6,800
9................... 11,578 4,723 6,458 8,840 4,132 5,867 8,249
10................... 13,207 5,142 7,272 10,320 4,635 6,765 9,814
15................... 22,857 6,715 11,427 19,795 6,630 11,342 19,711
20................... 34,719 7,129 15,358 33,824 7,120 15,358 33,824
25................... 50,113 5,641 18,081 54,183 5,641 18,081 54,183
40................... 128,840 0(3) 0(3) 203,388 0(3) 0(3) 203,388
45................... 167,685 0(3) 0(3) 329,960 0(3) 0(3) 329,960
50................... 219,815 0(3) 0(3) 525,850 0(3) 0(3) 525,850
<CAPTION>
TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT
END OF RATES OF RETURN OF
POLICY -----------------------------------
YEAR 0% 6% 12%
------ ----------- ----------- -----------
<S> <C> <C> <C>
1................... $100,402 $100,441 $100,480
2................... 101,026 101,136 101,251
3................... 101,627 101,849 102,089
4................... 102,206 102,579 102,998
5................... 102,783 103,327 103,986
6................... 103,293 104,088 105,058
7................... 103,797 104,864 106,216
8................... 104,274 105,655 107,475
9................... 104,723 106,458 108,840
10................... 105,142 107,272 110,320
15................... 106,715 111,427 119,795
20................... 107,120 115,358 133,824
25................... 105,641 118,081 154,183
40................... 0(3) 0(3) 217,628(4)
45................... 0(3) 0(3) 346,458(4)
50................... 0(3) 0(3) 552,142(4)
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values in cash value, cash surrender value, and death benefit
indicate termination of insurance coverage in the absence of sufficient
additional premium payment; see "Payment and Allocation of Premiums--
Termination," for further details. Zero cash surrender values in the early
Policy years will not cause coverage to terminate since illustration
assumes payment of at least the premium required for a five year
Guaranteed Minimum Death Benefit.
(4) Alternative death benefit applies; see "Death Benefit Options--Alternative
Death Benefit," for further details.

27
<PAGE>

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER UNDERWRITING RISK SPECIFIED FACE AMOUNT: $100,000--DEATH
BENEFIT OPTION A CURRENT INSURANCE POLICY 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
POLICY 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............... $ 1,050 $ 442 $ 482 $ 522 $ 0(3) $ 0(3) $ 0(3) $100,000 $100,000 $ 100,000
2............... 2,153 1,158 1,275 1,398 0(3) 0(3) 0(3) 100,000 100,000 100,000
3............... 3,310 1,858 2,098 2,358 592 832 1,091 100,000 100,000 100,000
4............... 4,526 2,541 2,950 3,410 1,415 1,825 2,284 100,000 100,000 100,000
5............... 5,802 3,205 3,831 4,561 2,220 2,846 3,576 100,000 100,000 100,000
6............... 7,142 3,852 4,744 5,824 3,008 3,899 4,980 100,000 100,000 100,000
7............... 8,549 4,478 5,686 7,207 3,718 4,926 6,447 100,000 100,000 100,000
8............... 10,027 5,088 6,662 8,726 4,412 5,987 8,051 100,000 100,000 100,000
9............... 11,578 5,679 7,672 10,392 5,088 7,061 9,801 100,000 100,000 100,000
10............... 13,207 6,252 8,718 12,223 5,746 8,212 11,717 100,000 100,000 100,000
15............... 22,657 8,884 14,855 24,768 8,800 14,571 24,684 100,000 100,000 100,000
20............... 34,719 10,750 21,538 45,137 10,750 21,536 45,137 100,000 100,000 100,000
25............... 50,113 11,290 28,134 78,684 11,290 29,134 78,684 100,000 100,000 105,437(4)
40............... 126,840 0(3) 54,840 368,731 0(3) 54,840 388,731 100,000 100,000 394,542(4)
45............... 187,885 0(3) 62,786 607,161 0(3) 62,786 607,161 0(3) 100,000 637,520(4)
50............... 219,815 0(3) 69,255 989,015 0(3) 69,255 989,015 0(3) 100,000 1,038,466(4)
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values in cash value, cash surrender value, and death benefit
indicate termination of insurance coverage in the absence of sufficient
additional premium payment; see "Payment and Allocation of Premiums--
Termination," for further details. Zero cash surrender values in the early
Policy years will not cause coverage to terminate since illustration
assumes payment of at least the premium required for a five year
Guaranteed Minimum Death Benefit.
(4) Alternative death benefit applies; see "Death Benefit Options--Alternative
Death Benefit," for further details.

28
<PAGE>

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER UNDERWRITING RISK SPECIFIED FACE AMOUNT: $100,000--DEATH
BENEFIT OPTION B CURRENT INSURANCE POLICY CHARGES

<TABLE>
<CAPTION>
TOTAL CASH
TOTAL CASH VALUE(2) SURRENDER VALUE(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
POLICY INTEREST ------------------------------ ------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ ----------- ------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1................... $ 1,050 $ 441 $ 401 $ 321 $ 0(3) $ 0(3) $ 0(3)
2................... 2,153 1,156 1,273 1,395 0(3) 0(3) 0(3)
3................... 3,310 1,853 2,092 2,351 587 826 1,084
4................... 4,526 2,532 2,939 3,396 1,406 1,814 2,271
5................... 5,802 3,190 3,813 4,539 2,205 2,828 3,554
6................... 7,142 3,831 4,717 5,790 2,987 3,873 4,946
7................... 8,549 4,448 5,647 7,157 3,690 4,888 6,397
8................... 10,027 5,050 6,609 8,653 4,374 5,934 7,978
9................... 11,578 5,630 7,601 10,291 5,039 7,010 9,700
10................... 13,207 6,191 8,628 12,088 5,684 8,120 11,580
15................... 22,657 8,723 14,363 24,237 8,638 14,279 24,152
20................... 34,719 10,393 20,750 43,368 10,393 20,750 43,368
25................... 50,113 10,564 27,152 73,096 10,564 27,152 73,096
40................... 126,840 0(3) 34,014 303,438 0(3) 34,014 303,438
45................... 187,885 0(3) 20,592 475,760 0(3) 20,592 475,760
50................... 219,815 0(3) 0(3) 741,559 0(3) 0(3) 741,559
<CAPTION>
TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT
END OF RATES OF RETURN OF
POLICY --------------------------------
YEAR 0% 6% 12%
------ ----------- ----------- --------
<S> <C> <C> <C>
1................... $100,441 $100,481 $100,521
2................... 101,156 101,273 101,395
3................... 101,853 102,092 102,351
4................... 102,532 102,939 103,396
5................... 103,190 103,813 104,539
6................... 103,831 104,717 105,790
7................... 104,449 105,647 107,157
8................... 105,050 106,609 108,653
9................... 105,630 107,601 110,291
10................... 106,191 108,626 112,086
15................... 108,723 114,383 124,237
20................... 110,393 120,750 143,368
25................... 110,564 127,152 173,096
40................... 0(3) 134,014 403,438
45................... 0(3) 120,592 575,760
50................... 0(3) 0(3) 841,559
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values in cash value, cash surrender value, and death benefit
indicate termination of insurance coverage in the absence of sufficient
additional premium payment; see "Payment and Allocation of Premiums--
Termination," for further details. Zero cash surrender values in the early
Policy years will not cause coverage to terminate since illustration
assumes payment of at least the premium required for a five year
Guaranteed Minimum Death Benefit.

29
<PAGE>

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER UNDERWRITING RISK SPECIFIED FACE AMOUNT: $100,000--DEATH
BENEFIT OPTION C CURRENT INSURANCE POLICY CHARGES

<TABLE>
<CAPTION>
TOTAL CASH
TOTAL CASH VALUE(2) SURRENDER VALUE(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
POLICY INTEREST ------------------------------ ------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ ----------- ------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1................. $ 1,050 $ 441 $ 481 $ 521 $ 0(3) $ 0(3) $ 0(3)
2................. 2,153 1,156 1,273 1,395 0(3) 0(3) 0(3)
3................. 3,310 1,853 2,092 2,351 587 826 1,084
4................. 4,526 2,532 2,939 3,396 1,406 1,814 2,271
5................. 5,802 3,190 3,813 4,539 2,205 2,828 3,554
6................. 7,142 3,831 4,717 5,790 2,987 3,873 4,946
7................. 8,549 4,449 5,647 7,157 3,690 4,888 6,397
8................. 10,027 5,050 6,609 8,653 4,374 5,934 7,978
9................. 11,578 5,630 7,601 10,291 5,039 7,010 9,700
10................. 13,207 6,191 8,626 12,086 5,684 8,120 11,580
15................. 22,657 8,723 14,363 24,237 8,638 14,279 24,152
20................. 34,719 10,393 20,750 43,368 10,393 20,750 43,368
25................. 50,113 10,564 27,152 73,096 10,564 27,152 73,096
40................. 126,840 0(3) 34,959 323,560 0(3) 34,959 323,560
45................. 167,685 0(3) 20,943 533,508 0(3) 20,943 533,508
50................. 219,815 0(3) 0(3) 869,756 0(3) 0(3) 869,756
<CAPTION>
TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT
END OF RATES OF RETURN OF
POLICY -----------------------------------
YEAR 0% 6% 12%
------ ----------- ----------- -----------
<S> <C> <C> <C>
1................. $100,441 $100,481 $100,521
2................. 101,156 101,273 101,395
3................. 101,653 102,092 102,351
4................. 102,532 102,939 103,396
5................. 103,190 103,813 104,539
6................. 103,831 104,717 105,790
7................. 104,449 105,647 107,157
8................. 105,050 106,609 108,653
9................. 105,630 107,601 110,291
10................. 106,191 108,626 112,086
15................. 108,723 114,363 124,237
20................. 110,393 120,750 143,368
25................. 110,584 127,152 173,096
40................. 0(3) 132,902 346,209(4)
45................. 0(3) 132,902 560,184(4)
50................. 0(3) 0(3) 913,244(4)
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1000 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount
or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values in cash value, cash surrender value, and death benefit
indicate termination of insurance coverage in the absence of sufficient
additional premium payment; see "Payment and Allocation of Premiums--
Termination, "for further details. Zero cash surrender values in the early
Policy years will not cause coverage to terminate since illustration
assumes payment of at least the premium required for a five year
Guaranteed Minimum Death Benefit.
(4) Alternative death benefit applies; see "Death Benefit Options--Alternative
Death Benefit" for further details.

30
<PAGE>

...............................................................
POLICY RIGHTS
................................................................................

The description of rights under the Policy set forth below assumes that no
riders are in effect. See the Appendix to the Prospectus, for a discussion of
how these rights may be affected by certain riders under the Policy.

LOAN PRIVILEGES

Policy Loan. The Policy owner may borrow money from Metropolitan Life using
the Policy as the only security for the loan. The smallest amount the Policy
owner can borrow at any one time is $500. The maximum amount that may be bor-
rowed at any time is the loan value. The loan value equals the cash surrender
value less two monthly deductions or, if greater, 75% (90% for Policies issued
in Virginia or Maryland) of the cash surrender value (or, in Texas, the
Policy's cash surrender value less two monthly deductions or 100% of the cash
surrender value in the Fixed Account and 75% of the cash surrender value in the
Separate Account, if greater). For situations where a Policy loan may be
treated as a taxable distribution, see "Federal Tax Matters."

Allocation of Policy Loan. Metropolitan Life will allocate a Policy loan
first against the Fixed Account and then among the investment divisions of the
Separate Account on a Pro Rata Basis.

Interest. The interest charged on a Policy loan accrues daily. The interest
rate is a maximum fixed rate of 6% per year. The interest rate currently
charged for years one through ten of the Policy loan is 6%. Metropolitan Life
currently intends to reduce this rate to 4.6% after the tenth Policy year,
though this reduction is not guaranteed and has not taken effect under any Pol-
icy, because the Policies were first offered in 1998. Interest payments are due
at the end of each Policy year. If unpaid within 31 days after it is due, in-
terest 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 first and then on a Pro Rata Basis among the investment divi-
sions of the Separate Account to the Policy Loan Account.

Generally, pursuant to legislation enacted in 1997, no deduction is allowed
for interest on loans on life insurance policies, subject to certain exceptions
for key person insurance covering a limited number of individuals. The 1997
legislation also generally disallows in part an interest deduction to busi-
nesses which own cash value life insurance issued after June 8, 1997 for debt
unrelated to the contract, subject to certain exceptions for contracts covering
employees and certain other individuals. Counsel and other competent advisors
should be consulted with respect to the deductibility of Policy loan interest
for income tax purposes. (See "Federal Tax Matters.")

Effect of a Policy Loan. As of the Date of Receipt of the loan request, cash
value equal to the portion of the Policy loan allocated to the Fixed Account
and to each investment division will be transferred from the Fixed Account
and/or such investment divisions to a Policy Loan Account within the General
Account, reducing the Policy's cash value in the accounts from which the trans-
fer was made.

Cash value in the Policy Loan Account equal to indebtedness will be credited
with interest at a fixed guaranteed rate of 4%. NO ADDITIONAL INTEREST WILL BE
CREDITED TO THE CASH VALUE IN THE POLICY LOAN ACCOUNT, NOR WILL THE CASH VALUE
IN THE POLICY LOAN ACCOUNT PARTICIPATE IN ANY INVESTMENT EXPERIENCE APPLICABLE
TO THE SEPARATE ACCOUNT.

The Policy's cash value in the Policy Loan Account will be the outstanding
indebtedness on the valuation date plus any interest credited to the Policy
Loan Account which has not yet been allocated to the Fixed Account or the in-
vestment divisions of the Separate Account as of the Valuation Date. Interest
credited to amounts in the Policy Loan Account will be allocated at least once
a year among the Fixed Account and the investment divisions of the Separate Ac-
count according to the way in which monthly deductions are allocated.

Indebtedness. Indebtedness equals the outstanding Policy loan plus accrued
interest thereon. If, on a monthly anniversary, indebtedness exceeds the cash
value minus the monthly deduction, Metropolitan Life will notify the Policy
owner and any assignee of record. If a sufficient payment is not made to Metro-
politan Life within 61 days from the monthly anniversary, the Policy will ter-
minate without value. The Policy may, however, later be reinstated, subject to
certain conditions (see "Policy Termination and Reinstatement").

Repayment of Indebtedness. Indebtedness may be repaid any time before the Fi-
nal Date while the insured is living. The minimum repayment is the lesser of an
amount equal to the voluntary planned periodic premium or $50. If not repaid,
Metropolitan Life will deduct indebtedness from any amount payable under the
Policy. Payments made after obtaining the loan will be applied towards repaying
the loan first, then treated as a Policy premium. Even though such payments
will be applied towards repaying the loan, these payments will still in effect
"count" for purposes of maintaining any guaranteed minimum death benefit. As of
the Date of Receipt of the repayment, the Policy's cash value in the Policy
Loan Account securing indebtedness will be allocated to 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.

31
<PAGE>

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

SURRENDER AND WITHDRAWAL PRIVILEGES

Subject to the limitations set forth below, at any time before the earlier
of the death of the insured and the Final Date, the Policy owner may totally
surrender the Policy. After the second Policy year, partial withdrawals may
also be made. These requests should be made in writing to the Designated Of-
fice. Metropolitan Life may require that these requests be made on forms pro-
vided for these purposes. The maximum amount available for surrenders or with-
drawal is the cash surrender value on the Date of Receipt of the request. Sur-
render charges may apply. See "Charges and Deductions--Surrender Charge" for a
discussion of surrender charges. For any tax consequences in connection with a
partial withdrawal or surrender, see "Federal Tax Matters".

Surrenders. The Policy owner may surrender the Policy for its cash surrender
value. If the Policy is being surrendered, Metropolitan Life may require that
the Policy itself be returned along with the request. A Policy owner may elect
to have the proceeds paid in a single sum or applied under an optional income
plan (see "Appendix to Prospectus"). If the insured dies after the surrender
of the Policy and payment to the Policy owner of the cash surrender value, but
before the end of the Policy month in which the surrender occurred, a death
benefit will be payable to the beneficiary in an amount equal to the differ-
ence between the Policy's death benefit and cash value, both computed as of
the surrender date.

Partial Withdrawals. The Policy owner may make a partial withdrawal from the
Policy's cash surrender value after the second Policy year. The minimum par-
tial withdrawal is $500. Surrender charges will be imposed on the amount of
partial withdrawals in each policy year that exceed 10% of the Policy's cash
surrender value at the time of withdrawal during that year. The amount with-
drawn will be deducted from the Policy's cash value as of the Date of Receipt.
The amount will be deducted from the Fixed Account and the investment divi-
sions of the Separate Account in the same way monthly deductions are allocat-
ed.

When death benefit Option A, or Option C on and after policy anniversary 65,
is in effect, any partial withdrawal will reduce the specified face amount,
and thus the death benefit, by the amount withdrawn plus the amount of any
surrender charge. When death benefit Option B, or Option C prior to policy an-
niversary 65, is in effect, the amount withdrawn will not reduce the specified
face amount. However, the death benefit will be reduced by the amount with-
drawn plus the amount of any surrender charge. If increases in the specified
face amount previously have occurred, a partial withdrawal when Death Benefit
Option A, or Option C on and after policy anniversary 65, is in effect will
reduce the specified face amount in the same manner as would a direct request
by the Policy owner to reduce the specified face amount (see "Policy Bene-
fits--Decreases"). A decrease in specified face amount may affect the Policy's
status as a modified endowment contract for tax purposes (see "Federal Tax
Matters").

A Policy owner will not be permitted to make any partial withdrawal that
would reduce the specified face amount of the Policy below the Minimum Initial
Specified Face Amount in the first five Policy years or one-half the Minimum
Initial Specified Face Amount thereafter (see "Policy Benefits--Decreases"),
or that would result in total premiums paid exceeding the then current maximum
premium limitation determined by Internal Revenue Service Code (see "Premi-
ums--Premium Limitations"). In no case will a partial withdrawal be permitted
that would reduce the specified face amount below $25,000. A partial with-
drawal will also not be permitted unless the resulting cash surrender value
would be sufficient to pay at least two monthly deductions. Any time a request
for a partial withdrawal is received that would reduce the specified face
amount below the minimum face amount, result in total premiums paid exceeding
maximum premium limitations, or reduce the cash surrender value below two
monthly deductions, Metropolitan Life will not implement the partial with-
drawal request, but will contact the Policy owner as to whether the request
should be withdrawn or reduced to a smaller amount or changed to a request for
the full cash surrender value.

EXCHANGE PRIVILEGE

During the first 24 Policy months following the issuance of the Policy, the
Policy owner may exercise the Policy 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 Ac-
count. This will, in effect, serve as an exchange of the Policy for the equiv-
alent of a flexible premium fixed benefit life insurance policy. No charge
will be imposed on such transfer in exercising this exchange privilege. More-
over, the Policy 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". 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 pre-
mium payments that have been deemed attributable to the increase.

In those states which require it, the Policy owner may also, during the
first 24 Policy months following the issuance of the Policy, without charge,
on one occasion exchange any Policy still in force for a flexible premium
fixed benefit life insurance policy issued by Metropolitan

32
<PAGE>

...............................................................
Life. Upon such exchange, the Policy's cash value will be transferred to the
general account of Metropolitan Life.

THE FIXED ACCOUNT
................................................................................

A Policy owner may allocate net premiums and transfer cash value to the Fixed
Account, which is part of the General Account of Metropolitan Life. 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
Metropolitan Life has been advised that the staff of the Securities and Ex-
change 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 prospec-
tuses.

GENERAL DESCRIPTION

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

The General Account consists of all assets owned by Metropolitan Life other
than those in the Separate Account and other legally-segregated separate ac-
counts. Subject to applicable law, Metropolitan Life 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 liabili-
ties arising out of any other business of Metropolitan Life.

A Policy owner may elect to allocate net premiums to the Fixed Account or to
transfer cash value from the investment divisions of the Separate Account to
the Fixed Account. The allocation or transfer of funds to the Fixed Account
does not entitle a Policy owner to share in the investment experience of the
General Account. Instead, Metropolitan Life guarantees that cash value in the
Fixed Account will accrue interest at an effective annual rate of at least 3%,
independent of the actual investment experience of the General Account. Metro-
politan Life is not obligated to credit interest at any higher rate, although
Metropolitan Life may, in its sole discretion, do so.

FIXED ACCOUNT BENEFITS

The Policy owner may select death benefit Option A, B, or if the insured is
age 60 or less and if the Option is available in the state where the Policy is
issued, Option C. The Policy owner may change such option or the Policy's spec-
ified face amount, subject to satisfactory evidence of insurability where re-
quired and subject to all the conditions and limitations applicable to such
transactions generally (see "Policy Benefits--Death Benefits").

FIXED ACCOUNT CASH VALUE

Net premiums allocated to the Fixed Account are credited to the Policy. Met-
ropolitan Life guarantees that interest credited to each Policy owner's cash
value in the Fixed Account will not be less than an effective annual rate of at
least 3% per year. Metropolitan Life may declare any rate of interest in excess
of 3% at any time to be credited to amounts of cash value in the Fixed Account
subject to the following conditions: Metropolitan Life 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, Metropolitan
Life will not change the rate of excess interest for a period of twelve months
from the date declared. Metropolitan Life has also established multiple bands
of excess interest. This means that different rates of excess interest may ap-
ply 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. In
addition, different rates of excess interest may apply to transfers made into
the Fixed Account than apply to new premium payments for these purposes.

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

ANY INTEREST METROPOLITAN LIFE CREDITS ON THE POLICY'S CASH VALUE IN THE
FIXED ACCOUNT IN EXCESS OF THE GUARANTEED RATE OF 3% PER YEAR WILL BE DETER-
MINED IN THE SOLE DISCRETION OF METROPOLITAN LIFE. THE POLICY OWNER ASSUMES THE
RISK THAT INTEREST CREDITED TO AMOUNTS OF CASH VALUE IN THE FIXED ACCOUNT MAY
NOT EXCEED THE GUARANTEED MINIMUM RATE OF 3% PER YEAR. The cash value in the
Fixed Account will be calculated on each Valuation Date.

The Policy's cash value in the Fixed Account will reflect the amount and fre-
quency of premium payments

33
<PAGE>

...............................................................
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 in-
vestment divisions of the Separate Account, any Policy indebtedness and any
charges imposed on amounts in the Fixed Account in connection with the Policy.

The portion of the monthly deduction attributable to the Fixed Account will
be determined as of the actual monthly anniversary, even if the monthly anni-
versary does not fall on a Valuation Date.

TRANSFERS, WITHDRAWALS, SURRENDERS, AND POLICY LOANS

Amounts in the Fixed Account are generally subject to the same rights and
limitations as are amounts allocated to the investment divisions of the Sepa-
rate Account with respect to transfers, withdrawals, surrenders and Policy
loans (see "Allocation of Premiums and Cash Value--Cash Value Transfers;" "Loan
Privileges," and "Surrender and Withdrawal Privileges").

Metropolitan Life also reserves the right to impose certain conditions on
transfers, withdrawals, surrenders, and Policy loans from the Fixed Account.
These conditions may include restricting transfers from the Fixed Account to
those made only on or about the Policy anniversary, and delaying transfers,
withdrawals, surrenders, and the payment of Policy loans from the Fixed Account
for up to 6 months. Metropolitan Life may also restrict additional transfers
from the Fixed Account during the twelve months following a transfer from the
Fixed Account. (see "Other Policy Provisions--Payment and Deferment"). Payments
to pay premiums on another policy with Metropolitan Life will not be delayed.

RIGHTS RESERVED BY METROPOLITAN LIFE
................................................................................

Metropolitan Life reserves the right to make certain changes if, in its judg-
ment, they would best serve the interests of the Policy owners or would be ap-
propriate in carrying out the purposes of the Policies. Any changes will be
made only to the extent and in the manner permitted by applicable laws. Also,
when required by law, Metropolitan Life will obtain Policy owner approval of
the changes and approval from any appropriate regulatory authority. Examples of
the changes Metropolitan Life 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 ex-
emptions from the 1940 Act.

. To transfer any assets in any investment division to another investment di-
vision, 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 Metropolitan Life assesses charges, but without increas-
ing the aggregate amount charged to the Fixed Account and the Separate Ac-
count in connection with the Policies.

. To make any other necessary technical changes in the Policy in order to
conform with any action the above provisions permit Metropolitan Life to
take.

If any of these changes result in a material change in the underlying invest-
ments of an investment division to which the net premiums of a Policy are allo-
cated. Metropolitan Life will notify the Policy owner of such change, and the
owner may then make a new choice of investment divisions or the Fixed Account
without charge.

OTHER POLICY PROVISIONS
................................................................................

Owner. The owner of a Policy is the insured unless another owner has been
named in the application for the Policy. The owner is entitled to exercise all
rights under a Policy while the insured is alive, including the right to name a
new owner or a contingent owner who would become the Policy owner if the owner
should die before the insured dies.

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

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

Incontestability. Metropolitan Life will not contest the validity of a Policy
after it has been in force during the insured's lifetime for two years from the
Date of Policy (or date of reinstatement if a terminated Policy is reinstated)
except with respect to certain optional insurance benefits that may be added
subsequent to the Date of Policy. Metropolitan Life will not contest the valid-
ity of

34
<PAGE>

...............................................................
any increase in the death benefit after such increase has been in force during
the insured's lifetime for two years from its effective date.

Suicide. The insurance proceeds will not be paid if the insured commits sui-
cide, while sane or insane, within two years (one year in Colorado and North
Dakota) from the Date of Policy. Instead, Metropolitan Life will pay the bene-
ficiary an amount equal to all premiums paid for the Policy, without interest,
less any outstanding Policy loan and accrued loan interest and less any par-
tial cash withdrawal. If the insured commits suicide, while sane or insane,
more than two years after the Date of Policy but within two years (one year in
Colorado and North Dakota) from the effective date of any increase in the
death benefit, Metropolitan Life's liability with respect to such increase
will be limited to the cost thereof.

Age and Sex. If the insured's age or sex as stated in the application for a
Policy is not correct, benefits under a Policy will be adjusted to reflect the
correct age and sex.

Assignment. The owner may assign a Policy as collateral. All rights under
the Policy will be transferred to the extent of the assignee's interest. Met-
ropolitan Life is not bound by an assignment or release thereof, unless it is
in writing and is recorded at the Designated Office. Metropolitan Life is not
responsible for the validity of any assignment or release thereof. Any assign-
ment or other transfer of rights under a Policy may have adverse tax conse-
quences, causing the death benefit to become taxable to the beneficiary, or
causing all or part of any value assigned to be taxed as a distribution to the
owner. Therefore, it is very important to consult with a qualified tax adviser
before making any assignment.

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. Metropolitan Life 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, Metropolitan Life may defer the determination, application or pay-
ment of any such amount or any transfer of cash value to the Separate Account
for any period during which the New York Stock Exchange is closed (other than
customary weekend and holiday closings), for any period during which any emer-
gency exists as a result of which it is not reasonably practicable for Metro-
politan Life to determine the investment experi-ence for a Policy or for such
other periods as the Securities and Exchange Commission may by order permit
for the protection of Policy owners provided the delay is permitted under New
York State Insurance Law and regulations. Metropolitan Life will not defer a
loan used to pay premiums on other policies issued by it.

As with traditional life insurance, Metropolitan Life can delay payment of
the entire insurance proceeds or other Policy benefits if entitlement to pay-
ment is being questioned or is uncertain. Metropolitan Life may also defer
payment of any amounts attributable to a check for a reasonable time (not more
than 15 days) to allow the check to clear.

Dividends. The Policies are nonparticipating. This means that they are not
eligible for dividends, and they do not participate in any distribution of
Metropolitan Life's surplus.

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

SALES AND ADMINISTRATION OF THE POLICIES
...............................................................................

Metropolitan Life performs the sales and administrative services relating to
the Policies. The offices of Metropolitan Life which may administer the Poli-
cies are located in: Aurora, Illinois; Johnstown, Pennsylvania; Pearl River,
New York; Princeton, New Jersey; San Ramon, California; Tampa, Florida; Tulsa,
Oklahoma; and Warwick, Rhode Island. Each Policy owner will be notified which
office will be the Designated Office for servicing the Policy. Metropolitan
Life may name different Designated Offices for different transactions.

Metropolitan Life acts as the principal underwriter (distributor) of the
Policies as defined in the 1940 Act (see "Distribution of the Policies," be-
low). In addition to selling insurance and annuities, Metropolitan Life 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 Metro-
politan Life, and Metropolitan Life Separate Account E of Metropolitan Life,
each of which is registered as a unit investment trust under the 1940 Act. Fi-
nally, Metropolitan Life acts as principal underwriter for other forms of
flexible premium variable life insurance policies, premiums for which may also
be allocated to the Separate Account.

...............................................................
tem conversion projects, risks and uncertainties exist, due in part to reli-
ance on third party vendors, and a project could be delayed. Metropolitan Life
is, however, devoting substantial resources necessary to make these systems
modifications and expects that the necessary changes will be completed on time
and in a way that will result in no disruption to Policy servicing operations.

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

DISTRIBUTION OF THE POLICIES
...............................................................................

The Policies will be sold by individuals who are licensed life insurance
sales representatives and registered representatives of Metropolitan Life, the
principal underwriter of the Policies. Metropolitan Life 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 Securi-
ties Dealers, Inc. The Policies may in the future be sold through other regis-
tered broker-dealers, including MetLife Securities, Inc., a wholly owned bro-
ker-dealer subsidiary of Metropolitan Life. Maximum commissions payable during
the first Policy year to writing representatives employed by Metropolitan Life
will be 50% of the lesser of (A) actual premiums paid in the first year, (B)
the initial voluntary planned periodic premium for the first year and (C) the
annual premium necessary to keep the longest duration of guaranteed minimum
death benefit available under the Policy in effect for a like Policy using
Death Benefit Option A and preferred rating class for standard risks (for
other risks, the actual rating class) for a nonsmoker. We will also pay a 50%
commission on the lesser of (A) the amount by which any premiums paid in the
first 12 months following an application to increase the specified face amount
exceed the cumulative amount of premiums on which a 50% commission has previ-
ously been paid, and (B) the portion of (C) above computed using the differ-
ence between the old and new specified face amounts using the age and rating
information of the insured at the time of the increase. For Policy Year 1 pre-
mium not subject to the first year rates set forth above, the commission is
3%. Maximum commissions payable under brokerage arrangements do not exceed
these amounts.

For the writing representative, the commissions are 5% in Policy Years 2-4.
In Policy Years 2-4, if the writing representative is no longer active, there
may be a service fee payable to the agent servicing the Policy of up to 5%,
based upon certain requirements. A service fee is paid to the agent servicing
the Policy (who may or may not be the writing representative). In Policy Years
5 through 10, the service fee is 2% of the premiums paid. In Policy Years 11
and later, the service fee is 1% of the premiums paid.

When a sale is made by a Metropolitan Life employee, the sales manager gen-
erally receives a commission override based on many factors, including the
writing representative's commissions and the overall commissions from all
writing representatives under the sales manager's supervision.

The commissions are paid by Metropolitan Life. They do not result in any
charges against the Policy in addition to those set forth under "Charges and
Deductions". No commissions were paid in 1997, 1996 and 1995 because this
product first became available for sale on May 1, 1998.

FEDERAL TAX MATTERS
...............................................................................

The following description is a brief summary of some of the tax rules, pri-
marily related to federal income and estate taxes, which in the opinion of
Metropolitan Life are currently in effect.

TAXATION OF THE POLICY

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

Under existing tax law, unless a Policy is a modified endowment contract as
discussed below, a Policy owner generally will be taxed on cash value with-
drawn from the Policy and cash value received upon surrender of the Policy or
upon the Final Date. Under most circumstances, unless the distribution occurs
during the first 15 Policy years, only the amount withdrawn, received upon
surrender or distributed at the Final Date of a Policy that exceeds the premi-
ums paid less previous non-taxable withdrawals will be treated as ordinary in-
come. During the first 15 Policy years, cash distributions from a Policy, made
as a result of a Policy change that reduces death benefits or other benefits
under a Policy, will be taxable to the Policy owner, under a complex formula,
to the extent that cash value exceeds the Owner's remaining investment in the
Policy.

Notwithstanding the foregoing, if a Policy is part of a collateral assign-
ment equity split-dollar arrangement

36
<PAGE>

...............................................................
with an employer, any increase in cash value may be taxable annually. This type
of arrangement involves premium advances by an employer which are secured
through a collateral assignment of the Policy. An individ ual should consult
with and rely on the advice of a tax advisor with respect to any type of split-
dollar arrangement involving the Policy.

The United States Treasury Department has adopted regulations which set di-
versification rules for the investments underlying the Policies, in order for
the Policies to be treated as life insurance. Metropolitan Life 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 diver-
sify. Failure to comply with the rules found in the regulations would result in
immediate taxation to Policy owners of all positive investment experience cred-
ited to a Policy.

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 Policy owner
control over allocation of cash value may cause Policy owners to be treated as
the owners of Separate Account assets for tax purposes. Such regulations or
ruling could limit the number of investment funds or the frequency of transfers
among such funds. It is not known whether any such regulations or ruling would
have a retroactive effect. Metropolitan Life reserves the right to amend the
Policies in any way necessary to avoid any such result. As of the date of this
Prospectus, no such regulations or ruling have been issued.

Metropolitan Life also believes that loans received under the Policy will be
treated as indebtedness of an owner for federal tax purposes, and, unless the
Policy is or becomes a modified endowment contract as described below or termi-
nates, that no part of any loan received under a Policy will constitute income
to the owner.

Generally, interest on Policy loans is not deductible. Legislation in 1997
and effective for policies issued after June 8, 1997 generally disallows, in
part, interest deductions to businesses which own cash value life insurance for
debt unrelated to the policy. There are exceptions for policies which insure
employees and certain other individuals. The rules are complex. A Policy owner
should consult a tax advisor to determine how the rules governing the deduct-
ibility of interest would apply in the Policy owner's situation.

A total surrender, cancellation of the Policy or distribution at the Final
Date of a Policy where there is an outstanding loan may have tax consequences
depending on the amount of gain in the Policy.

Special rules govern the federal income tax treatment of pre-death withdraw-
als from a class of life insurance contracts referred to as modified endowment
contracts. Unlike under other life insurance contracts, amounts received before
death from a modified endow ment contract, including policy loans, assignments
and pledges, are treated first as income (to the extent of gain) and then as
recovered investment. For purposes of determining the amount includible in in-
come, all modified endowment contracts issued by the same company (or
affiliate) to the same policyholder during any calendar year will be treated as
one modified endowment contract. Finally, an additional 10% income tax is gen-
erally imposed on the taxable portion of pre-death amounts received before age
59 1/2.

In general, a modified endowment contract is a life insurance contract en-
tered into or materially changed after June 20, 1988 that fails to meet a "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 policy 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 policy may have to be reviewed un-
der the 7-pay test even after the first seven policy years in the case of cer-
tain events such as a material modification of the policy as discussed below.
If there is a reduction in benefits under the contract during any 7-pay testing
period, the 7-pay test is applied using the reduced benefits level.

Any distribution made within two Policy years before a policy fails the 7-pay
test may be treated as made in anticipation of such failure. Whether or not a
particular Policy meets these definitional requirements is dependent on the
date the contract was entered into, premium payments made and the periodic pre-
mium payments to be made, the level of death benefits, 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.

A Policy 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 Policy to determine to what extent, if any, these tax rules apply. A ma-
terial modification to a Policy includes, but is not limited to, any increase
in the future benefits provided under the Policy. However, in general, in-
creases that are attributable to the payment of premiums necessary to fund the
lowest death benefit payable in the first 7 Policy years will not be considered
material modifications. The annual statement sent to each Policy

37
<PAGE>

...............................................................
owner will include information regarding the modified endowment contract status
of a Policy (see "Premiums--Premium Limitations").

Counsel and other competent advisors should be consulted to determine how
these rules apply to an individual situation and before making unplanned pre-
mium payments, increasing or decreasing the specified face 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. For exam-
ple, legislation could be enacted that could adversely impact transfers of cash
value within the Policy. 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 Policy is includable in the insured's
gross estate for federal estate tax purposes if the death benefit is paid to
the insured's estate or if the death benefit is paid to a beneficiary other
than the estate and the insured either possessed incidents of ownership in the
Policy at the time of death or transferred incidents of ownership in the Policy
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 Policy which is included in the insured'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 an estate tax credit which generally
is equivalent to an exemption of $625,000 in 1998, gradually increasing to $1
million in 2006 and thereafter. In addition, a death benefit paid to a surviv-
ing 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 Policy is not the insured, and the owner dies before the
insured, the value of the Policy, 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 pre-
ceding paragraph.

State and local income, estate, inheritance and other tax consequences of
ownership or receipt of Policy proceeds depend on the circumstances of each in-
sured, owner or beneficiary.

The foregoing summary does not purport to be complete or to cover all situa-
tions. Counsel and other competent advisors should be consulted for more com-
plete information.

TAXATION OF METROPOLITAN LIFE

Metropolitan Life does not initially expect to incur any federal income tax
upon the earnings or the realized capital gains attributable to the Separate
Account. Based upon these expectations, no charge is currently being made
against the Separate Account for federal income taxes, with respect to earnings
or capital gains, which may be attributable to the Separate Account. If, howev-
er, Metropolitan Life determines that it may incur such taxes, it may assess a
charge against or make provisions in the Separate Account for those taxes.
There is a 1.25% charge imposed on premiums paid for the purpose of recovering
the federal income taxes imposed on Metropolitan Life based on the amount of
premiums received in connection with the Policies.

Under present laws, Metropolitan Life may incur state and local taxes (in ad-
dition to premium taxes) in several states. At present, these taxes are not
significant. If they increase, however, Metropolitan Life may decide to make
charges for such taxes against or provisions for such taxes in the Separate Ac-
count. However, there is a 2% charge imposed on premiums paid for state premium
taxes.

38
<PAGE>

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 METROPOLITAN LIFE
---- ---------------------- ----------------------
<S> <C> <C>
Curtis H. Barnette...... Chairman and Chief Executive Officer, Director
Bethlehem Steel Corp.,
1170 Eighth Avenue,
Martin Tower 2118,
Bethlehem, PA 18016-7699.
Robert H. Benmosche..... President and Chief Operating Officer, President, Chief Operating
Metropolitan Life Insurance Company, Officer and Director
One Madison Avenue,
New York, N.Y. 10010.
Gerald Clark............ Senior Executive Vice-President Senior Executive Vice-
and Chief Investment Officer, President and Chief
Metropolitan Life Insurance Company, Investment Officer,
One Madison Avenue, Director
New York, N.Y. 10010.
Joan Ganz Cooney........ Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023.
Burton A. Dole.......... Retired Chairman, President and Director
Chief Executive Officer, Puritan
Bennett,
2200 Faraday Avenue,
Carlsbad, CA 92008-7208.
James R. Houghton....... Retired Chairman of the Board and Director
Chief Executive Officer,
Corning Incorporated,
80 East Market Street,
2nd Floor,
Corning, NY 14830.
Harry P. Kamen.......... Chairman and Chief Executive Officer, Chairman, Chief Executive
Metropolitan Life Insurance Company, Officer and 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.
Charles M. Leighton..... Retired Chairman, Director
CML Group, Inc.,
524 Main Street,
Acton, MA 01720.
Allen E. Murray......... Retired Chairman of the Board Director
and Chief Executive Officer,
Mobil Corporation,
375 Park Avenue, Suite 2901,
New York, NY 10163.
</TABLE>

39
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH METROPOLITAN LIFE
---- ---------------------- ----------------------
<S> <C> <C>
Stewart Nagler.......... Senior Executive Vice-President Senior Executive Vice-
and Chief Financial Officer, President, Chief Financial
Metropolitan Life Insurance Company, Officer and Director
One Madison Avenue
New York, NY 10010
John J. Phelan, Jr. .... Retired Chairman and Chief Executive Director
Officer, New York Stock Exchange,
Inc.,
P.O. Box 312,
Mill Neck, NY 11765.
Hugh B. Price........... President and Chief Executor Officer, Director
National Urban League, Inc.,
12 Wall Street,
New York, NY 10005.
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, Ph.D. . President, Director
Smith College,
College Hall 20,
Northhampton, MA 01063.
William C. Steere, Jr. . Chairman of the Board and Chief Director
Executive Officer,
Pfizer, Inc.,
235 East 42nd Street,
New York, NY 10017.
</TABLE>

40
<PAGE>

OFFICERS*

<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
--------------- -------------------------------
<S> <C>
Harry P. Kamen.......... Chairman and Chief Executive Officer
Robert H. Benmosche..... President and Chief Operating Officer
Gary A. Beller.......... Senior Executive Vice-President and General Counsel
Gerald Clark............ Senior Executive Vice-President and Chief Investment Officer
Stewart G. Nagler....... Senior Executive Vice-President and Chief Financial Officer
C. Robert Henrikson..... Senior Executive Vice-President
Catherine A. Rein....... Senior Executive Vice-President
William J. Toppeta...... Senior Executive Vice-President
Jeffrey J. Hodgman...... Executive Vice-President
Terence I. Lennon....... Executive Vice-President
David A. Levene......... Executive Vice-President
John D. Moynahan, Jr. .. Executive Vice-President
John H. Tweedie......... Executive Vice-President
Judy E. Weiss........... Executive Vice-President and Chief Actuary
Alexander D. Brunini.... Senior Vice President
Jon F. Danski........... Senior Vice-President and Controller
Richard M. Blackwell.... Senior Vice-President
James B. Digney......... Senior Vice-President
William T. Friedewald... Senior Vice-President
Ira Friedman............ Senior Vice-President
Anne E. Hayden.......... Senior Vice-President
Sybil C. Jacobsen....... Senior Vice-President
Joseph W. Jordan........ Senior Vice-President
Kernan F. King.......... Senior Vice President
Nicholas D. Latrenta.... Senior Vice-President
Leland C. Launer, Jr. .. Senior Vice-President
Gary E. Lineberry....... Senior Vice-President
James L. Lipscomb....... Senior Vice-President
William Livesey......... Senior Vice-President
James M. Logan.......... Senior Vice-President
Eugene Marks, Jr........ Senior Vice President
Dominick A. Prezzano.... Senior Vice-President
Joseph A. Reali......... Senior Vice-President
Vincent P. Reusing...... Senior Vice-President
Felix Schirripa......... Senior Vice-President
Robert E. Sollmann, Jr.. Senior Vice-President
Thomas L. Stapleton..... Senior Vice-President and Tax Director
James F. Stenson........ Senior Vice-President
Stanley J. Talbi........ Senior Vice-President
Richard R. Tartre....... Senior Vice-President
James A. Valentino...... Senior Vice-President
Lisa Weber.............. Senior Vice-President
William J. Wheeler...... Senior Vice-President and Treasurer
Anthony J. Williamson... Senior Vice-President
Louis Ragusa............ Vice-President and Secretary
</TABLE>
- -------
* The principal occupation of each officer, except for the following officers,
during the last five years has been as an officer of Metropolitan Life or an
affiliate thereof. 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. Richard R. Tartre has been an
officer of Metropolitan Life since January 13, 1997, prior thereto he was
President and CEO of Astra Management Corp. William J. Wheeler became an
officer of Metropolitan Life since October 13, 1997; prior thereto he was
Senior Vice-President, Investment Banking of Donaldson, Lufkin and Jenrette.
Lisa Weber has been an officer of Metropolitan Life since March 16, 1998;l
prior thereto she was a Director of Diversity Strategies and Development and
an Associate Director of Human Resources of Paine Webber. Jon F. Danski has
been an officer of Metropolitan Life since March 25, 1998; prior thereto he
was Senior Vice-President, Controller and General Auditor at ITT
Corporation. The business address of each officer is 1 Madison Avenue, New
York, New York 10010.

41
<PAGE>

...............................................................
VOTING RIGHTS
................................................................................

RIGHT TO INSTRUCT VOTING OF FUND SHARES

In accordance with its view of present applicable law, Metropolitan Life will
vote the shares of each of the portfolios of the Fund which are deemed attrib-
utable to Policies 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 interpre-
tation thereof should change, and as a result Metropolitan Life determines that
it is permitted to vote such shares of the Fund in its own right, it may elect
to do so.

Accordingly, the Policy owner will have a voting interest under a Policy. The
number of shares held in each Separate Account investment division deemed at-
tributable to each owner is determined by dividing a Policy'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 a Policy owner has the right to give instructions will be determined as
of the record date for the meeting.

Fund shares held in each registered separate account of Metropolitan Life or
any affiliate that are or are not attributable to life insurance policies (in-
cluding the Policies) or annuity contracts and for which no timely instructions
are received will be voted in the same proportion as the shares for which vot-
ing instructions are received by that separate account. Fund shares held in the
general accounts or unregistered separate accounts of Metropolitan Life 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 Metropolitan Life
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 inter-
pretation of the 1940 Act or any rules thereunder.

The Policy 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 Policy owner having a voting interest will be sent voting instruction
soliciting material and a form for giving voting instructions to Metropolitan
Life.

DISREGARD OF VOTING INSTRUCTIONS

Notwithstanding the foregoing, Metropolitan Life may vote Fund shares con-
trary to owner voting instructions in certain limited circumstances specified
by the Commission. In the event that Metropolitan Life does disregard voting
instructions, a summary of the action and the reasons for such action will be
included in the next semiannual report to Policy owners.

REPORTS
................................................................................

Policy owners will receive promptly statements of significant transactions
such as change in specified face amount, change in death benefit option,
changes in guarantees, transfers among investment divisions, partial withdraw-
als, increases in loan principal by the Policy owner, loan repayments, termina-
tion for any reason, reinstatement and premium payments. Transactions pursuant
to automated investment strategies (see "Payment and Allocation of Premiums,")
may be confirmed quarterly. Policy owners whose premiums are automatically re-
mitted under a check-o-matic allotment deduction or certain payroll deduction
plans do not receive individual confirmations of premium payments from Metro-
politan Life apart from that provided by their bank or employer. An annual
statement will also be sent to the Policy owner within thirty days after a Pol-
icy year summarizing all of the above transactions and deductions of charges
occurring during that Policy 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 prin-
cipal. The annual statement will also discuss the modified endowment contract
status of a Policy (see "Premiums--Premium Limitations"). In addition, an owner
will be sent semiannual reports containing financial statements for the Fund,
as required by the 1940 Act.

STATE REGULATION
................................................................................

Metropolitan Life 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
Policy has been filed with, and approved by, insurance officials in each juris-
diction where the Policies are sold. The Policy and/or the guaranteed minimum
death benefit may not be available in all jurisdictions. Individuals should
consult with their Metropolitan Life sales representatives to determine if the
Policy is available in their jurisdictions.

42
<PAGE>

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

Metropolitan Life 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 sol-
vency and compliance with local insurance laws and regulations. Such state-
ments are available for public inspection at state insurance department of-
fices.

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 addi-
tional information concerning the Separate Account, Metropolitan Life and the
Policies. The additional information may be obtained at the Commission's main
office in Washington, D.C., upon payment of the prescribed fees.

LEGAL MATTERS
...............................................................................

The legality of the Policies 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
Metropolitan Life on certain matters relating to the federal securities laws.

EXPERTS
...............................................................................

The financial statements included in this Prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports ap-
pearing 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 Marian
Zeldin, FSA, MAAA, VicePresident and Actuary of Metropolitan Life, as stated
in her opinion filed as an exhibit to the registration statement.

FINANCIAL STATEMENTS
...............................................................................

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

43
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Metropolitan Life Insurance Company:

We have audited the accompanying statements of assets and liabilities of the
State Street Research Growth, State Street Research Income, State Street
Research Money Market, State Street Research Diversified, State Street
Research Aggressive Growth, MetLife Stock Index, State Street Research
International Stock, Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe
Price Small Cap Growth and Scudder Global Equity Divisions of Metropolitan
Life Separate Account UL (the "Separate Account") as of December 31, 1997, and
the related statements (i) of operations for the year then ended and of
changes in net assets for the years ended December 31, 1997 and 1996 of the
State Street Research Growth, State Street Research Income, State Street
Research Money Market, State Street Research Diversified, State Street
Research Aggressive Growth, MetLife Stock Index and State Street Research
International Stock Divisions and (ii) of operations and of changes in net
assets for the period March 3, 1997 (commencement of operations) to December
31, 1997 of the Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price
Small Cap Growth and Scudder Global Equity Divisions. 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 as of December 31, 1997
by correspondence with the custodian and depositor of the Separate Account. 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 State Street Research Growth, State
Street Research Income, State Street Research Money Market, State Street
Research Diversified, State Street Research Aggressive Growth, MetLife Stock
Index, State Street Research International Stock, Loomis Sayles High Yield
Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity
Divisions of Metropolitan Life Separate Account UL at December 31, 1997 and
the results of their operations and the changes in their net assets for the
respective stated periods, in conformity with generally accepted accounting
principles.

As discussed in Note 4, the accompanying 1996 financial statements have been
restated.

DELOITTE & TOUCHE LLP
New York, New York

March 31, 1998

44
<PAGE>

[This Page Intentionally Left Blank]

45
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1997

<TABLE>
<CAPTION>
STATE STREET STATE STREET STATE STREET
STATE STREET STATE STREET RESEARCH STATE STREET RESEARCH METLIFE RESEARCH
RESEARCH RESEARCH MONEY RESEARCH AGGRESSIVE STOCK INTERNATIONAL
GROWTH INCOME MARKET DIVERSIFIED GROWTH INDEX STOCK
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
------------ ------------ ------------ ------------ ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in Metropol-
itan Series Fund, Inc.
at Value (Note 1A):
State Street Research
Growth Portfolio
(7,500,517 shares; cost
$207,140,190).......... $239,416,510 -- -- -- -- -- --
State Street Research
Income Portfolio
(3,451,828 shares; cost
$43,468,874)........... -- $43,700,145 -- -- -- -- --
State Street Research
Money Market Portfolio
(770,408 shares; cost
$8,291,617)............ -- -- $7,996,630 -- -- -- --
State Street Research
Diversified Portfolio
(9,161,690 shares; cost
$143,847,786).......... -- -- -- $155,565,502 -- -- --
State Street Research
Aggressive Growth Port-
folio
(4,299,153 shares; cost
$110,480,495).......... -- -- -- -- $181,699,529 -- --
MetLife Stock Index
Portfolio
(2,992,597 shares; cost
$67,138,007)........... -- -- -- -- -- $86,126,949 --
State Street Research
International Stock
Portfolio
(2,324,516 shares; cost
$28,974,736)........... -- -- -- -- -- -- $27,127,110
Loomis Sayles High Yield
Bond Portfolio
(146,279 shares; cost
$1,553,369)............ -- -- -- -- -- -- --
Janus Mid Cap Portfolio
(302,556 shares; cost
$3,640,229)............ -- -- -- -- -- -- --
T. Rowe Price Small Cap
Growth Portfolio
(383,687 shares; cost
$4,511,133)............ -- -- -- -- -- -- --
Scudder Global Equity
Portfolio
(278,937 shares; cost
$3,035,018 )........... -- -- -- -- -- -- --
------------ ----------- ---------- ------------ ------------ ----------- -----------
Total Assets........... 239,416,510 43,700,145 7,996,630 155,565,502 118,699,529 86,126,949 27,127,110
LIABILITIES............. 530,268 (749) 395 165,745 43,493 30,337 1,155
------------ ----------- ---------- ------------ ------------ ----------- -----------
NET ASSETS.............. $238,886,242 $43,700,894 $7,996,235 $155,399,757 $118,656,036 $86,096,612 $27,125,955
============ =========== ========== ============ ============ =========== ===========
</TABLE>

See Notes to Financial Statements.

46
<PAGE>

<TABLE>
<CAPTION>
LOOMIS T. ROWE
SAYLES PRICE SCUDDER
HIGH YIELD JANUS SMALL CAP GLOBAL
BOND MID CAP GROWTH EQUITY
DIVISION DIVISION DIVISION DIVISION
---------- ---------- ---------- ----------
<S> <C> <C> <C>
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
$1,483,275 -- -- --
-- $3,863,631 -- --
-- -- $4,558,201 --
-- -- -- $3,026,461
---------- ---------- ---------- ----------
1,483,275 3,863,631 4,558,201 3,026,461
150 393 89 3,120
---------- ---------- ---------- ----------
$1,483,125 $3,863,238 $4,558,112 $3,023,341
========== ========== ========== ==========
</TABLE>

47
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997
---------------------------------------------------------------------------------
STATE STATE STATE
STATE STATE STREET STATE STREET STREET
STREET STREET RESEARCH STREET RESEARCH METLIFE RESEARCH
RESEARCH RESEARCH MONEY RESEARCH AGGRESSIVE STOCK INTERNATIONAL
GROWTH INCOME MARKET DIVERSIFIED GROWTH INDEX STOCK
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
----------- ---------- -------- ----------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 2)..... $42,138,867 $2,922,583 $421,931 $23,433,922 $4,355,881 $ 1,696,231 --
Expenses:
Mortality and expense
charges (Note 3)...... 1,720,073 304,795 68,737 1,130,927 885,075 509,584 $ 232,079
----------- ---------- -------- ----------- ---------- ----------- -----------
Net investment income
(loss)................. 40,418,794 2,617,788 353,194 22,302,995 3,470,806 1,186,647 (232,079)
----------- ---------- -------- ----------- ---------- ----------- -----------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS: (Note
1B)
Net realized gain (loss)
from security transac-
tions.................. 1,080,724 32,950 68,458 418,723 136,827 1,210,648 (84,952)
Change in unrealized ap-
preciation (deprecia-
tion) of investments... 6,378,588 748,796 (49,717) 1,103,869 2,615,059 13,344,725 (691,181)
----------- ---------- -------- ----------- ---------- ----------- -----------
Net realized and
unrealized gain (loss)
on investments......... 7,459,312 781,746 18,741 1,522,592 2,751,886 14,555,373 (776,133)
----------- ---------- -------- ----------- ---------- ----------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS RESULTING
FROM OPERATIONS........ $47,878,106 $3,399,534 $371,935 $23,825,587 $6,222,692 $15,742,020 $(1,008,212)
=========== ========== ======== =========== ========== =========== ===========
</TABLE>

See Notes to Financial Statements.

48
<PAGE>

<TABLE>
<CAPTION>
FOR THE PERIOD MARCH 3, 1997 TO DECEMBER 31, 1997
-----------------------------------------------------------------------------------
T. ROWE
LOOMIS SAYLES PRICE SCUDDER
HIGH YIELD JANUS SMALL CAP GLOBAL
BOND MID CAP GROWTH EQUITY
DIVISION DIVISION DIVISION DIVISION
------------- ------------ ------------ -----------
<S> <C> <C> <C>
$ 63,593 $ 14,490 $ 471 $ 30,685
4,044 8,553 9,261 7,271
------------ ------------ ----------- -----------
59,549 5,937 (8,790) 23,414
------------ ------------ ----------- -----------
9,361 26,779 47,764 21,982
(70,093) 223,402 47,067 (8,556)
------------ ------------ ----------- -----------
(60,732) 250,181 94,831 13,426
------------ ------------ ----------- -----------
$ (1,183) $ 256,118 $ 86,041 $ 36,840
============ ============ =========== ===========
</TABLE>

49
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (AS RESTATED--SEE NOTE 4)

<TABLE>
<CAPTION>
STATE STREET RESEARCH STATE STREET RESEARCH STATE STREET RESEARCH
GROWTH DIVISION INCOME DIVISION MONEY MARKET DIVISION
-------------------------- ------------------------ -------------------------
AS RESTATED AS RESTATED AS RESTATED
1997 1996 1997 1996 1997 1996
------------ ------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 40,418,794 $ 14,318,113 $ 2,617,788 $ 1,769,924 $ 353,194 $ 340,213
Net realized gain
(loss) from security
transactions.......... 1,080,724 3,249,072 32,950 13,127 68,458 21,159
Change in unrealized
appreciation (depreci-
ation) of invest-
ments................. 6,378,588 9,530,521 748,796 (824,310) (49,717) (111,136)
------------ ------------ ----------- ----------- ------------ -----------
Net increase (decrease)
in net assets result-
ing from operations... 47,878,106 27,097,706 3,399,534 958,741 371,935 250,236
------------ ------------ ----------- ----------- ------------ -----------
From capital
transactions:
Net premiums........... 59,834,638 51,991,970 13,090,983 11,838,904 13,691,749 13,703,314
Redemptions............ (7,416,220) (5,657,523) (1,082,695) (1,098,660) (357,692) (370,938)
Net portfolio trans-
fers.................. 3,569,720 (676,324) 1,296,485 (342,990) (12,877,177) (8,370,773)
Other net transfers.... (29,309,077) (23,203,846) (4,895,666) (4,686,537) (887,059) (1,089,670)
------------ ------------ ----------- ----------- ------------ -----------
Net increase (decrease)
in net assets result-
ing from capital
transactions.......... 26,679,061 22,454,277 8,409,107 5,710,717 (430,179) 3,871,933
------------ ------------ ----------- ----------- ------------ -----------
NET CHANGE IN NET
ASSETS................. 74,557,167 49,551,983 11,808,641 6,669,458 (58,244) 4,122,169
------------ ----------- -----------
NET ASSETS--BEGINNING OF
YEAR, AS PREVIOUSLY RE-
PORTED................. 112,440,622 22,311,472 2,974,740
ADJUSTMENT FOR EXCLUDED
CONTRACTS
(NOTE 4)............... 2,336,470 2,911,323 957,570
------------ ------------ ----------- ----------- ------------ -----------
NET ASSETS--BEGINNING OF
YEAR,
AS RESTATED............ 164,329,075 114,777,092 31,892,253 25,222,795 8,054,479 3,932,310
------------ ------------ ----------- ----------- ------------ -----------
NET ASSETS--END OF
YEAR................... $238,886,242 $164,329,075 $43,700,894 $31,892,253 $ 7,996,235 $ 8,054,479
============ ============ =========== =========== ============ ===========
</TABLE>

See Notes to Financial Statements.

50
<PAGE>

<TABLE>
<CAPTION>
STATE STREET RESEARCH STATE STREET RESEARCH STATE STREET RESEARCH
DIVERSIFIED AGGRESSIVE METLIFE STOCK INDEX INTERNATIONAL
DIVISION GROWTH DIVISION DIVISION STOCK DIVISION
---------------------------- ------------------------- ------------------------- ------------------------
AS RESTATED AS RESTATED AS RESTATED AS RESTATED
1997 1996 1997 1996 1997 1996 1997 1996
------------ ------------ ------------ ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 22,302,995 $ 9,021,710 $ 3,470,806 $ 1,735,559 $ 1,186,647 $ 668,041 $ (232,079) $ 26,852
418,723 626,567 136,827 356,580 1,210,648 992,755 (84,952) 7,882
1,103,869 3,195,414 2,615,059 1,727,152 13,344,725 3,305,639 (691,181) (643,946)
------------ ------------ ------------ ----------- ------------ ----------- ----------- -----------
23,825,587 12,843,691 6,222,692 3,819,291 15,742,020 4,966,435 (1,008,212) (609,212)
------------ ------------ ------------ ----------- ------------ ----------- ----------- -----------
41,236,061 34,685,709 52,235,040 47,883,634 38,059,853 18,825,744 11,240,912 12,149,313
(4,829,385) (4,063,905) (3,613,975) (2,963,448) (1,198,193) (754,780) (1,139,393) (680,851)
1,557,340 444,154 (5,941,719) 2,977,777 9,580,428 6,207,785 (3,084,541) (323,788)
(19,209,913) (16,290,905) (20,670,473) (18,671,965) (13,547,536) (6,979,516) (5,008,528) (2,938,187)
------------ ------------ ------------ ----------- ------------ ----------- ----------- -----------
18,754,103 14,775,053 22,008,873 29,225,998 32,894,552 17,299,233 2,008,450 8,206,487
------------ ------------ ------------ ----------- ------------ ----------- ----------- -----------
42,579,690 27,618,744 28,231,565 33,045,289 48,636,572 22,265,668 1,000,238 7,597,275
------------ ----------- ----------- -----------
84,180,741 54,331,797 13,425,770 17,296, 137
1,020,582 3,047,385 1,768,602 1,232,305
------------ ------------ ------------ ----------- ------------ ----------- ----------- -----------
112,820,067 85,201,323 90,424,471 57,379,182 37,460,040 15,194,372 26,125,717 18,528,442
------------ ------------ ------------ ----------- ------------ ----------- ----------- -----------
$155,399,757 $112,820,067 $118,656,036 $90,424,471 $ 86,096,612 $37,460,040 $27,125,955 $26,125,717
============ ============ ============ =========== ============ =========== =========== ===========
</TABLE>

51
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
FOR THE PERIOD MARCH 3, 1997 TO DECEMBER 31, 1997
--------------------------------------------------------------
LOOMIS SAYLES T. ROWE PRICE
HIGH YIELD JANUS SMALL CAP SCUDDER GLOBAL
BOND DIVISION MID CAP DIVISION GROWTH DIVISION EQUITY DIVISION
------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 59,549 $ 5,937 $ (8,790) $ 23,414
Net realized gain from
security transac-
tions................. 9,361 26,779 47,764 21,982
Change in unrealized
appreciation (depreci-
ation)
of investments........ (70,093) 223,402 47,067 (8,556)
---------- ---------- ---------- ----------
Net increase (decrease)
in net assets result-
ing from
operations............ (1,183) 256,118 86,041 36,840
---------- ---------- ---------- ----------
From capital
transactions:
Net premiums........... 590,158 2,676,784 1,816,732 1,425,649
Redemptions............ (1,126) (46,974) (40,707) (7,873)
Net portfolio trans-
fers.................. 1,002,454 1,554,471 3,110,800 1,855,028
Other net transfers.... (107,178) (577,161) (414,754) (286,303)
---------- ---------- ---------- ----------
Net increase in net as-
sets resulting from
capital
transactions.......... 1,484,308 3,607,120 4,472,071 2,986,501
---------- ---------- ---------- ----------
NET CHANGE IN NET
ASSETS................. 1,483,125 3,863,238 4,558,112 3,023,341
NET ASSETS--BEGINNING OF
PERIOD................. -- -- -- --
---------- ---------- ---------- ----------
NET ASSETS--END OF PERI-
OD..................... $1,483,125 $3,863,238 $4,558,112 $3,023,341
========== ========== ========== ==========
</TABLE>

See Notes to Financial Statements.

52
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997

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 eleven investment divisions used to support
variable universal life insurance policies. 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. On March 3, 1997, operations commenced for
the four new investment divisions added to the Separate Account on that date:
the Loomis Sayles High Yield Bond Division, the Janus Mid Cap Division, the T.
Rowe Price Small Cap Growth Division and the Scudder Global Equity Division.

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
eleven designated portfolios of the Fund in which the eleven investment
divisions of the Separate Account invests as of December 31, 1997 is
included as Note 5.

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 is not currently charging any Federal income taxes
against the Separate Account arising from the earnings or realized
capital gains attributable to the Separate Account. Such charges may be
imposed in future years depending on market fluctuations and
transactions involving the Separate Account.

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. In
the case of certain of the policies, Metropolitan Life also deducts a
Federal income tax charge before amounts are allocated to the Separate
Account. The Federal income tax charge is imposed in connection with
certain of the policies to recover a portion of the Federal income tax
adjustment attributable to policy acquisition expenses.

2.DIVIDENDS

On April 16, 1997 and December 18, 1997, the Fund declared dividends for all
shareholders of record on April 25, 1997 and December 30, 1997, respectively.
The amount of dividends received by the Separate Account was $75,078,657. The
dividends were paid to Metropolitan Life on April 25, 1997 and December 30,
1997, respectively, and were immediately reinvested in additional shares of
the portfolios in which the investment divisions invest. As a

53
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

result of this reinvestment, the number of shares of the Fund held by each of
the eleven investment divisions increased by the following: State Street
Research Growth Portfolio, 1,371,274 shares; State Street Research Income
Portfolio, 231,057 shares; State Street Research Money Market Portfolio,
40,663 shares; State Street Research Diversified Portfolio, 1,404,733 shares;
State Street Research Aggressive Growth Portfolio, 182,267 shares; MetLife
Stock Index Portfolio, 60,453 shares; State Street Research International
Stock Portfolio, 0 shares; Loomis Sayles High Yield Bond Portfolio, 6,294
shares; Janus Mid Cap Portfolio, 1,175 shares; T. Rowe Price Small Cap Growth
Portfolio, 41 shares; and Scudder Global Equity Portfolio, 2,836 shares.

3.EXPENSES

With respect to assets in the Separate Account that support certain
policies, Metropolitan Life applies a charge against the assets attributable
to the Separate Account for the mortality and expense risks assumed by
Metropolitan Life. This charge varies by policy type but will not be higher
than an effective annual rate of .90% of the average daily value of the net
assets or the monthly anniversary value of the net assets in the Separate
Account which are attributable to such policies.

4.RESTATEMENT FOR EXCLUDED CONTRACTS

Subsequent to the issuance of the Separate Account 1996 financial
statements, Metropolitan Life management determined that the 1996 and prior
year financial statements inadvertently excluded amounts related to two groups
of insurance contracts included in subsidiary accounting records applicable to
the Separate Account. As a result the 1996 financial statements have been
restated from the amounts previously reported to include such amounts. A
summary of the effects of the restatement on net increase (decrease) in net
assets resulting from operations ("Operations") and net increase in net assets
resulting from capital transactions ("Capital Transactions") for the year
ended December 31, 1996 is as follows:

<TABLE>
<CAPTION>
OPERATIONS CAPITAL TRANSACTIONS
------------------------ -----------------------
AS AS
PREVIOUSLY PREVIOUSLY
AS RESTATED REPORTED AS RESTATED REPORTED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
State Street Research Growth
Division.................... $27,097,706 $26,165,771 $22,454,277 $20,291,179
State Street Research Income
Division.................... 958,741 789,262 5,710,717 4,157,019
State Street Research Money
Market Division............. 250,236 162,166 3,871,933 2,982,949
State Street Research Diver-
sified Division............. 12,843,691 12,559,668 14,775,053 13,727,050
State Street Research Aggres-
sive Growth Division........ 3,819,291 3,487,444 29,225,998 25,921,962
MetLife Stock Index Divi-
sion........................ 4,966,435 4,138,300 17,299,233 14,469,444
State Street Research Inter-
national Stock Division..... (609,212) (550,732) 8,206,487 6,923,935
</TABLE>

54
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1997

Below are summarized information of the investments of the portfolios of the
Fund in which each of the investment divisions invest.

METROPOLITAN SERIES FUND, INC.

<TABLE>
<CAPTION>
STATE STREET STATE STREET STATE STREET STATE STREET
RESEARCH RESEARCH RESEARCH RESEARCH
GROWTH INCOME MONEY MARKET DIVERSIFIED
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace.............. $ 55,477,881 (2.4%) $ 25,844,668 (1.3%)
Automotive............. 43,379,027 (1.8%) 20,079,121 (1.0%)
Banking................ 205,479,175 (8.7%) 95,552,627 (4.8%)
Broadcasting........... 124,133,525 (5.3%) 56,726,174 (2.9%)
Business Services...... 25,546,853 (1.1%) 11,853,663 (0.6%)
Chemicals.............. 105,409,887 (4.5%) 48,725,475 (2.5%)
Drugs & Health Care.... 150,504,102 (6.4%) 70,602,148 (3.6%)
Electrical Equipment... 94,815,937 (4.0%) 43,986,787 (2.2%)
Electronics............ 77,962,605 (3.3%) 36,467,790 (1.8%)
Entertainment & 22,431,812 (1.0%) 10,385,217 (0.5%)
Leisure...............
Financial Services..... 35,764,865 (1.5%) 16,588,059 (0.8%)
Food & Beverages....... 74,536,480 (3.2%) 34,639,368 (1.7%)
Forest Products & 45,897,963 (2.0%) 21,753,294 (1.1%)
Paper.................
Hospital Management.... 16,383,625 (0.7%) 7,608,812 (0.4%)
Household Products..... 36,627,032 (1.6%) 17,004,594 (0.9%)
Insurance.............. 101,332,113 (4.3%) 47,329,837 (2.4%)
Machinery.............. 16,361,400 (0.7%) 7,592,400 (0.4%)
Medical Supply......... 45,413,162 (1.9%) 21,172,712 (1.1%)
Metals--Steel & Iron... 23,359,400 (1.0%) 10,840,668 (0.5%)
Miscellaneous.......... 68,513,025 (2.9%) 31,886,225 (1.6%
Office & Business 111,018,537 (4.7%) 51,900,043 (2.6%)
Equipment.............
Oil.................... 40,733,670 (1.7%) 19,133,347 (1.0%)
Oil & Gas Exploration.. 54,241,001 (2.3%) 25,252,861 (1.3%)
Oil--Domestic.......... 47,151,675 (2.0%) 20,900,250 (1.1%)
Oil--International..... 23,614,913 (1.0%) 10,994,644 (0.6%)
Retail Grocery......... 74,417,500 (3.2%) 34,970,447 (1.8%)
Retail Trade........... 183,384,019 (7.8%) 85,473,643 (4.3%)
Software............... 25,740,375 (1.1%) 12,118,958 (0.6%)
Tobacco................ 47,328,906 (2.0%) 22,112,500 (1.1%)
Transportation-- 0 (0.0%) 63 (0.0%)
Trucking..............
Utilities--Electric.... 91,202,222 (3.9%) 25,835,899 (1.3%)
Utilities--Telephone... 43,652,700 (1.9%) 36,947,828 (1.8%)
-------------- --------------
Total Common Stock..... 2,111,815,387 (89.9%) 982,280,122 (49.6%)
-------------- --------------
LONG-TERM DEBT
SECURITIES
Corporate Bonds:
Asset Backed........... $ 12,067,182 (2.9%) 29,417,837 (1.5%)
Banking................ 23,128,825 (5.6%) 42,344,898 (2.1%)
Broadcasting........... 3,944,733 (1.0%) 7,737,746 (0.4%)
Collateralized Mortgage 24,819,316 (6.0%) 49,612,357 (2.5%)
Obligations...........
Financial Services..... 60,775,829 (14.8%) 129,445,268 (6.5%)
Government Sponsored :
Federally Chartered... 5,506,656 (1.3%) 6,323,235 (0.3%)
Government Sponsored : 2,042,474 (0.5%) 4,057,347 (0.2%)
State Chartered.......
Healthcare Services.... 10,036,465 (2.4%) 15,063,888 (0.8%)
Household Products..... 3,962,600 (1.0%) 7,724,563 (0.4%)
Industrials............ 24,078,102 (5.9%) 66,622,264 (3.4%)
Newspapers............. 4,677,541 (1.1%) 7,990,940 (0.4%)
Restaurant............. 3,362,275 (0.8%) 4,226,860 (0.2%)
Utilities--Electric.... 12,459,882 (3.0%) 13,174,510 (0.7%)
Utilities--Telephone... 0 (0.0%) 5,119,400 (0.2%)
------------ --------------
Total Corporate Bonds.. 190,861,880 (46.3%) 388,861,113 (19.6%)
------------ --------------
Federal Agency 21,608,734 (5.2%) 32,463,133 (1.6%)
Obligations...........
Federal Treasury 121,993,026 (29.6%) 296,514,139 (15.0%)
Obligations...........
Foreign Obligations.... 29,919,864 (7.3%) 64,010,479 (3.2%)
Yankee Bonds........... 22,911,597 (5.6%) 40,757,635 (2.1%)
------------ --------------
Total Bonds............ 387,295,101 (94.0%) 822,606,499 (41.5%)
------------ --------------
SHORT-TERM OBLIGATIONS
Banker's Acceptance.... $ 1,999,504 (5.1%)
Commercial Paper....... 35,110,031 (88.9%)
Federal Agency 1,999,174 (5.1%)
Obligations...........
Financial Services..... 260,576,843 (11.1%) 18,926,000 (4.6%) 175,117,291 (8.8%)
-------------- ------------ ----------- --------------
Total Short-Term 260,576,843 (11.1%) 18,926,000 (4.6%) 39,108,709 (99.1%) 175,117,291 (8.8%)
Obligations...........
-------------- ------------ ----------- --------------
TOTAL INVESTMENTS....... 2,372,392,230 (101.0%) 406,221,101 (98.6%) 39,108,709 (99.1%) 1,980,003,912 (99.9%)
Other Assets Less (23,330,647) (-1.0%) 5,969,530 (1.4%) 371,130 (0.9%) 2,227,802 (0.1%)
Liabilities...........
-------------- ------------ ----------- --------------
NET ASSETS.............. $2,349,061,583 (100.0%) $412,190,631 (100.0%) $39,479,839 (100.0%) $1,982,231,714 (100.0%)
============== ============ =========== ==============
</TABLE>

55
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1997--(CONTINUED)

METROPOLITAN SERIES FUND, INC.

<TABLE>
<CAPTION>
STATE STREET STATE STREET
RESEARCH RESEARCH
METLIFE AGGRESSIVE INTERNATIONAL
STOCK INDEX GROWTH STOCK
PORTFOLIO PORTFOLIO PORTFOLIO
-------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace............... $ 40,637,466 (2.0%) $ 11,289,881 (0.8%) $ 2,387,852 (0.9%)
Automotive.............. 45,456,508 (2.3%) 28,967,250 (2.1%) 5,015,967 (1.9%)
Banking................. 184,244,814 (9.1%) 29,889,600 (2.1%) 40,150,993 (15.0%)
Broadcasting............ 34,958,314 (1.7%) 34,642,109 (2.5%) 3,027,948 (1.1%)
Building & 13,042,869 (0.7%) 1,588,198 (0.6%)
Construction............
Business Services....... 25,038,859 (1.2%) 264,032,617 (19.0%) 5,966,734 (2.2%)
Chemicals............... 55,137,636 (2.7%) 4,039,673 (1.5%)
Computer Equipment & 34,881,231 (2.5%)
Service.................
Construction Materials.. 7,498,217 (2.8%)
Construction & Mining 8,304,900 (0.6%)
Equipment...............
Consumer Products....... 1,829,846 (0.7%)
Containers & Glass...... 5,472,575 (0.3%) 1,006,387 (0.4%)
Cosmetics............... 5,512,025 (0.3%) 11,648,975 (0.8%)
Drugs & Health Care..... 157,334,686 (7.8%) 42,144,363 (3.0%) 21,570,856 (8.1%)
Education............... 7,437,875 (0.5%)
Electrical Equipment.... 82,536,849 (4.1%) 2,041,231 (0.7%)
Electronics............. 84,752,427 (4.2%) 123,061,789 (8.8%) 7,720,814 (2.9%)
Energy.................. 1,160,064 (0.4%)
Entertainment & 18,716,901 (0.9%) 46,907,107 (3.4%) 3,136,901 (1.2%)
Leisure.................
Financial Services...... 84,711,977 (4.2%) 72,052,419 (5.2%) 982,925 (0.4%)
Food & Beverages........ 114,340,308 (5.7%) 9,929,888 (0.7%) 11,047,677 (4.1%)
Forest Products & 22,113,212 (1.1%) 4,201,571 (1.6%)
Paper...................
General Business........ 588,933 (0.2%)
Healthcare Services..... 43,554 (0.0%)
Hospital Management..... 11,028,388 (0.5%) 14,045,000 (1.0%)
Hotel & Motel........... 5,444,538 (0.3%) 23,227,899 (1.7%)
Household Appliances & 4,813,163 (0.2%) 2,290,994 (0.9%)
Home Furnishings........
Household Products...... 64,582,375 (3.2%) 1,266,205 (0.5%)
Insurance............... 79,897,474 (4.0%) 35,200,306 (2.5%) 19,743,473 (7.4%)
Liquor.................. 2,688,400 (0.1%)
Machinery............... 21,529,430 (1.1%) 5,393,875 (2.0%)
Medical Supply.......... 52,060,343 (2.6%) 21,603,563 (1.6%)
Metals--Aluminum........ 4,689,262 (0.2%)
Metals--Gold............ 4,638,780 (0.2%)
Metals--Non-Ferrous..... 2,126,308 (0.1%) 5,000,016 (1.9%)
Metals--Steel & Iron.... 3,137,730 (0.2%) 1,647,825 (0.1%) 2,926,945 (1.1%)
Mining.................. 2,634,900 (0.1%) 1,189,500 (0.1%) 620,596 (0.2%)
Miscellaneous........... 12,701,499 (0.6%) 22,837,675 (1.6%) 1,002,644 (0.4%)
Multi-Industry.......... 12,758,726 (0.6%) 9,623,993 (3.6%)
Newspapers.............. 13,177,443 (0.7%) 789,576 (0.3%)
Office & Business 108,801,022 (5.4%) 120,385,619 (8.7%)
Equipment...............
Oil & Gas Exploration... 905,738 (0.0%) 3,386,080 (1.3%)
Oil--Domestic........... 34,654,774 (1.7%)
Oil--International...... 107,077,494 (5.3%) 14,022,941 (5.2%)
Oil--Services........... 24,773,387 (1.2%) 12,017,500 (0.9%)
Personal Care........... 618,289 (0.2%)
Photography............. 6,809,362 (0.3%)
Pollution Control....... 4,725,750 (0.2%) 3,842,575 (0.3%)
Printing & Publishing... 6,863,863 (0.3%) 10,278,600 (0.7%) 1,324,259 (0.5%)
Real Estate............. 3,294,667 (1.2%)
Restaurant.............. 9,458,756 (0.5%) 2,436,537 (0.2%)
Retail Grocery.......... 10,371,392 (0.5%) 21,435,425 (1.5%)
Retail Trade............ 85,410,978 (4.2%) 130,225,513 (9.4%) 9,107,736 (3.4%)[
Software................ 59,131,545 (2.9%) 68,992,501 (5.0%)
Telecommunications 15,880,518 (1.1%) 4,694,678 (1.8%)
Equipment & Services....
Textiles & Apparel...... 6,077,783 (0.3%) 26,273,281 (1.9%) 954,522 (0.4%)
Tires & Rubber.......... 5,458,800 (0.3%) 1,191,661 (0.4%)
Tobacco................. 29,937,401 (1.5%) 14,880,625 (1.1%)
Toys & Amusements....... 4,075,259 (0.2%) 3,087,999 (1.2%)
Transportation-- 11,143,931 (0.6%) 2,799,020 (1.0%)
Airlines................
Transportation-- 13,732,100 (0.7%) 3,894,818 (1.5%)
Railroad................
Transportation-- 1,172,450 (0.1%)
Trucking................
Utilities--Electric..... 59,636,673 (3.0%) 4,866,641 (1.8%)
Utilities--Gas 14,279,257 (0.7%) 1,658,516 (0.6%)
Distribution &
Pipelines...............
Utilities-- 8,432,787 (3.2%)
Miscellaneous...........
Utilities--Telephone.... 130,153,229 (6.4%) 27,899,850 (2.0%) 11,476,736 (4.3%)
-------------- -------------- ------------
Total Common Stock...... 2,006,567,129 (99.3%) 1,299,533,870 (93.4%) 248,432,454 (93.0%)
-------------- -------------- ------------
PREFERRED STOCK
Banking................. $ 1,885,762 (0.7%)
Chemicals............... 706,634 (0.3%)
Retail Trade............ 484,538 (0.2%)
Software................ 808,024 (0.3%)
-------------- -------------- ------------
Total Preferred Stock... 0 (0.0%) 0 (0.0%) 3,884,958 (1.5%)
-------------- -------------- ------------
Total Equity 2,006,567,129 (99.3%) 1,299,533,870 (93.4%) 252,317,412 (94.5%)
Securities..............
SHORT-TERM OBLIGATIONS
Federal Treasury 947,146 (0.1%)
Obligations.............
Financial Services...... 82,499,000 (5.9%)
Finance................. 8,748,846 (0.4%)
Time Deposit............ 11,000,000 (4.1%)
-------------- -------------- ------------
Total Short-Term 9,695,992 (0.5%) 82,499,000 (5.9%) 11,000,000 (4.1%)
Obligations.............
-------------- -------------- ------------
TOTAL INVESTMENTS....... 2,016,263,121 (99.8%) 1,382,032,870 (99.3%) 263,317,412 (98.6%)
Other Assets Less 4,216,915 (0.2%) 9,922,742 (0.7%) 3,771,397 (1.4%)
Liabilities.............
-------------- -------------- ------------
NET ASSETS.............. $2,020,480,036 (100.0%) $1,391,955,612 (100.0%) $267,088,809 (100.0%)
============== ============== ============
</TABLE>

56
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1997--(CONTINUED)

METROPOLITAN SERIES FUND, INC.

<TABLE>
<CAPTION>
LOOMIS SAYLES
HIGH YIELD BOND
PORTFOLIO
---------------
<S> <C> <C>
COMMON STOCK
Banking............................................... $ 29,699 (0.1%)
Forest Products & Paper............................... 171,511 (0.6%)
Real Estate........................................... 299,587 (1.1%)
Utilities--Electric................................... 105,000 (0.4%)
Utilities--Telephone.................................. 8,409 (0.0%)
-----------
Total Common Stock.................................... 614,206 (2.2%)
-----------
PREFERRED STOCK
Metals--Steel & Iron.................................. 269,750 (1.0%)
Oil--Services......................................... 30,400 (0.1%)
Transportation--Trucking.............................. 66,800 (0.2%)
Utilities--Electric................................... 87,336 (0.3%)
-----------
Total Preferred Stock................................. 454,286 (1.6%)
-----------
LONG-TERM DEBT SECURITIES
Convertible Bonds:
Broadcasting.......................................... 96,750 (0.4%)
Business Services..................................... 152,250 (0.6%)
Computer Equipment & Service.......................... 1,038,775 (3.7%)
Electrical Equipment.................................. 32,800 (0.1%)
Electronics........................................... 638,250 (2.3%)
Entertainment & Leisure............................... 234,750 (0.9%)
Foreign Obligations................................... 1,350,438 (4.9%)
Industrials........................................... 633,650 (2.3%)
Medical Supply........................................ 298,500 (1.1%)
Metals--Steel & Iron.................................. 2,000 (0.0%)
Mining................................................ 522,250 (1.9%)
Miscellaneous......................................... 452,050 (1.6%)
Oil--International.................................... 37,167 (0.1%)
Pollution Control..................................... 255,469 (0.9%)
Real Estate........................................... 96,000 (0.3%)
Restaurant............................................ 682,625 (2.5%)
Retail Trade.......................................... 84,250 (0.3%)
Textiles & Apparel.................................... 317,000 (1.1%)
Transportation--Trucking.............................. 116,800 (0.4%)
Utilities--Telephone.................................. 310,000 (1.1%)
-----------
Total Convertible Bonds............................... 7,351,774 (26.5%)
-----------
Corporate Bonds:
Automotive............................................ 177,500 (0.6%)
Broadcasting.......................................... 1,445,555 (5.2%)
Collateralized Mortgage Obligations................... 98,000 (0.4%)
Computer Equipment & Service.......................... 1,017,754 (3.7%)
Electronics........................................... 275,525 (1.0%)
Financial Services.................................... 793,750 (2.9%)
Food & Beverages...................................... 997,719 (3.6%)
Industrials........................................... 525,236 (1.9%)
Metals--Steel & Iron.................................. 152,004 (0.5%)
Pollution Control..................................... 120,000 (0.4%)
Real Estate........................................... 247,500 (0.9%)
Retail Grocery........................................ 169,500 (0.6%)
Retail Trade.......................................... 526,625 (1.9%)
Telecommunications Equipment & Services............... 525,825 (1.9%)
Utilities--Electric................................... 778,000 (2.8%)
Utilities--Telephone.................................. 2,393,688 (8.6%)
-----------
Total Corporate Bonds................................. 10,244,181 (36.9%)
-----------
Foreign Obligations................................... 4,150,064 (14.9%)
Yankee Bonds.......................................... 3,152,009 (11.3%)
-----------
Total Bonds........................................... 24,898,028 (89.6%)
TOTAL SHORT-TERM OBLIGATIONS--REPURCHASE AGREEMENTS.... 1,782,000 (6.4%)
-----------
TOTAL INVESTMENTS...................................... 27,748,520 (99.8%)
Other Assets Less Liabilities......................... 55,146 (0.2%)
-----------
NET ASSETS............................................. $27,803,666 (100.0%)
===========
</TABLE>

57
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1997--(CONTINUED)

METROPOLITAN SERIES FUND, INC.

<TABLE>
<CAPTION>
JANUS T. ROWE PRICE SCUDDER
MID CAP SMALL CAP GROWTH GLOBAL EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO
------------ ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace............... $ 1,929,398 2.1%) $ 582,356 (1.0%)
Automotive.............. $ 868,848 (0.8%) 1,535,550 (1.6%) 334,050 (0.6%)
Banking................. 2,514,292 (2.4%) 3,793,175 (4.0%) 2,528,176 (4.2%)
Biotechnology........... 737,930 (0.8%) 109,238 (0.2%)
Broadcasting............ 9,592,084 (9.2%) 2,176,161 (2.3%) 668,014 (1.1%)
Building & 1,339,459 (1.4%)
Construction...........
Business Services....... 8,259,757 (8.0%) 9,108,644 (9.7%) 473,850 (0.8%)
Chemicals............... 488,150 (0.5%) 4,301,881 (7.1%)
Computer Equipment & 1,355,650 (1.3%) 4,896,551 (5.2%)
Service................
Construction Materials.. 5,772,605 (5.6%) 911,288 (1.0%) 511,486 (0.8%)
Construction & Mining 512,742 (0.5%)
Equipment..............
Consumer Products....... 327,816 (0.4%) 1,038,234 (1.7%)
Consumer Services....... 230,503 (0.4%)
Cosmetics............... 269,325 (0.3%)
Drugs & Health Care..... 9,479,980 (9.1%) 7,326,342 (7.8%) 1,893,125 (3.1%)
Education............... 4,412,464 (4.3%) 985,719 (1.0%)
Electrical Equipment.... 3,993,096 (3.9%) 2,149,376 (2.3%) 1,121,131 (1.7%)
Electronics............. 5,015,736 (4.8%) 6,660,654 (7.1%) 850,606 (1.4%)
Energy.................. 605,906 (0.6%)
Entertainment & 2,498,617 (2.4%) 2,547,108 (2.7%)
Leisure................
Financial Services...... 9,266,979 (8.9%) 1,936,243 (2.1%) 1,252,399 (2.1%)
Food & Beverages........ 1,822,511 (1.8%) 552,782 (0.6%) 1,693,834 (2.8%)
Forest Products & 52,594 (0.1%) 261,625 (0.4%)
Paper..................
Healthcare Services..... 1,858,959 (1.8%) 2,159,197 (2.3%)
Hotel & Motel........... 981,770 (1.0%)
Household Appliances & 617,587 (0.7%)
Home Furnishings.......
Insurance............... 2,665,512 (2.6%) 3,326,513 (3.5%) 7,298,843 (12.0%)
Machinery............... 69,400 (0.1%) 584,593 (1.0%)
Medical Supply.......... 1,846,006 (2.0%) 1,113,861 (1.8%)
Metals--Gold............ 14,688 (0.0%) 247,458 (0.4%)
Metals--Non-Ferrous..... 364,000 (0.4%) 213,760 (0.4%)
Metals--Steel & Iron.... 458,394 (0.8%)
Mining.................. 443,368 (0.7%)
Miscellaneous........... 1,842,291 (2.0%)
Multi-Industry.......... 1,319,463 (1.3%) 1,727,416 (2.8%)
Office & Business 1,772,944 (1.7%) 2,371,144 (2.5%) 1,768,470 (2.9%)
Equipment..............
Oil & Gas Exploration... 1,892,111 (2.0%)
Oil--Domestic........... 46,575 (0.0%)
Oil--International...... 1,329,968 (2.2%)
Oil--Services........... 1,363,250 (1.4%) 523,959 (0.9%)
Plastics................ 1,356,956 (1.3%) 333,450 (0.4%)
Pollution Control....... 448,322 (0.5%)
Printing & Publishing... 38,375 (0.0%) 148,548 (0.2%)
Real Estate............. 2,574,758 (2.5%) 453,506 (0.5%) 326,281 (0.5%)
Restaurant.............. 9,003,672 (8.7%) 956,133 (1.0%)
Retail Grocery.......... 323,275 (0.3%) 565,025 (0.6%)
Retail Trade............ 3,673,828 (3.5%) 6,760,914 (7.2%) 264,075 (0.4%)
Shipbuilding............ 416,500 (0.4%)
Software................ 3,020,850 (2.9%) 6,090,820 (6.5%) 1,565,031 (2.6%)
Technology.............. 16,949 (0.0%)
Telecommunications 4,621,813 (4.9%) 521,314 (0.9%)
Equipment & Services...
Textiles & Apparel...... 1,289,919 (1.4%)
Tires & Rubber.......... 458,339 (0.8%)
Transportation.......... 327,750 (0.3%)
Transportation-- 1,388,156 (1.3%) 567,225 (0.6%) 1,067,700 (1.8%)
Airlines...............
Transportation-- 494,413 (0.5%) 711,123 (1.2%)
Railroad...............
Transportation-- 346,544 (0.4%)
Trucking...............
Utilities--Electric..... 2,729,894 (2.6%) 3,366,089 (5.5%)
Utilities--Gas 619,281 (1.0%)
Distribution &
Pipelines..............
Utilities-- 552,834 (0.5%)
Miscellaneous..........
Utilities--Telephone.... 1,637,908 (1.6%) 1,031,758 (1.1%) 963,189 (1.6%)
------------ ----------- -----------
Total Common Stock...... 99,244,370 (95.6%) 91,984,119 (97.8%) 43,571,568 (71.8%)
------------ ----------- -----------
PREFERRED STOCK
Food & Beverages........ 369,607 (0.6%)
Metals--Steel & Iron.... 651,921 (1.1%)
Oil--International...... 950,554 (1.6%)
Software................ 686,984 (1.1%)
------------ ----------- -----------
Total Preferred Stock... -- (0.0%) -- (0.0%) 2,659,066 (4.4%)
------------ ----------- -----------
Total Equity 99,244,370 (95.6%) 91,984,119 (97.8%) 46,230,634 (76.2%)
Securities.............
LONG-TERM DEBT
SECURITIES
Federal Treasury 8,051,582 (13.2%)
Obligations............
Foreign Obligations..... 1,873,970 (3.1%)
------------ ----------- -----------
Total Long-Term Debt -- (0.0%) -- (0.0%) 9,925,552 (16.3%)
Securities.............
SHORT-TERM OBLIGATIONS
Commercial Paper........ 1,879,000 (3.1%)
Banking................. 410,282 (0.4%)
Federal Agency 4,999,167 (4.8%) 1,518,800 (1.6%) 3,999,472 (6.6%)
Obligations............
Financial Services...... 4,899,088 (4.7%) 1,657,167 (1.8%)
------------ ----------- -----------
Total Short-Term 9,898,255 (9.5%) 3,586,249 (3.8%) 5,878,472 (9.7%)
Obligations............
------------ ----------- -----------
TOTAL INVESTMENTS....... 109,142,625 (105.1%) 95,570,368 (101.6%) 62,034,658 (102.2%)
Other Assets Less (5,290,984) (-5.1%) (1,550,362) (-1.6%) (1,322,516) (-2.2%)
Liabilities............
------------ ----------- -----------
NET ASSETS.............. $103,851,641 (100.0%) $94,020,006 (100.0%) $60,712,142 (100.0%)
============ =========== ===========
</TABLE>

58
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1997--(CONCLUDED)

The value of the investments of the Fund's portfolios are determined using
the following valuation techniques. Portfolio securities that are traded on
domestic stock exchanges are valued at the last price as of the close of
business on the day the securities are being valued, or, lacking any sales, at
the mean between closing bid and asked prices (except for the Loomis Sayles
High Yield Bond Portfolio, which in the latter case would value such
securities at the last bid price). Securities trading primarily on non-
domestic exchanges are valued at the preceding closing price on the exchange
where it primarily trades (or, in the case of the Loomis Sayles High Yield
Bond and Scudder Global Equity Portfolios, the last sale). A security that is
listed or traded on more than one exchange is valued at the quotation on the
exchange determined to be the primary market for that security by the Board of
Directors or its delegates. If no closing price is available, then such
securities are valued by using the mean between the last current bid and asked
prices or, second, by using the last available closing price (except for the
Scudder Global Equity Portfolio which second values such securities at the
last current bid, and third by using the last available price). Domestic
securities traded in the over-the-counter market are valued at the mean
between the bid and asked prices or yield equivalent as obtained from two or
more dealers that make markets in the securities (except for the Loomis Sayles
High Yield Bond Portfolio, which, in the latter case, would value such
security at the last bid price; or the Scudder Global Equity Portfolio which
would value such security first at the last sale, and second at the bid
price). All non-U.S. securities traded in the over-the-counter securities
market are valued at the last sale quote, if market quotations are available,
or the last closing bid price, if there is no active trading in a particular
security for a given day. Where market quotations are not readily available
such non-domestic over-the-counter securities, then such securities will be
valued in good faith by a method that the Board of Directors, or it delegates,
believe accurately reflects fair value. Portfolio securities which are traded
both in the over-the-counter market and on a stock exchange are valued
according to the broadest and most representative market, and it is expected
that for debt securities this ordinarily will be the over-the-counter market.
Securities and assets for which market quotations are not readily available
(e.g. certain long-term bonds and notes) are valued at fair value as
determined in good faith by or under the direction of the Board of Directors
of the Fund, including valuations furnished by a pricing service retained for
this purpose and typically utilized by other institutional-sized trading
organizations. Forward foreign currency exchange contracts are valued based on
the closing prices of the forward currency contract rates in the London
foreign exchange markets on a daily basis as provided by a reliable bank or
dealer. Short-term instruments with a remaining maturity of sixty days or less
are valued utilizing the amortized cost, method of valuation. If for any
reason the fair value of any security is not fairly reflected by such method,
such security will be valued by the same methods as securities having a
maturity of more than sixty days.

Options, whether on securities, indices, or futures contracts, are valued at
the last sales price available as of the close of business on the day of
valuation or, if no sale, at the mean between the bid and asked prices.
Options on currencies are valued at the spot price each day. As a general
matter, futures contracts are marked-to-market daily. The value of futures
contracts will be the sum of the margin deposit plus or minus the difference
between the value of the futures contract on each day the net asset value is
calculated and the value on the date the futures contract originated, value
being that established on a recognized commodity exchange, or by reference to
other customary sources, with gain or loss being realized when the futures
contract closes or expires.

59
<PAGE>

INDEPENDENT AUDITORS' REPORT

Metropolitan Life Insurance Company:

We have audited the accompanying consolidated balance sheets of Metropolitan
Life Insurance Company (the "company") as of December 31, 1997 and 1996 and
the related consolidated statements of earnings, equity and cash flows for
each of the three years in the period ended December 31, 1997. These
consolidated financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the company at
December 31, 1997 and 1996 and the consolidated results of its operations and
its consolidated cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the company
has changed the method of accounting for investment income on certain
structured securities.

Deloitte & Touche LLP

New York, New York
February 12, 1998, except for Note 17,
as to which the date is March 12, 1998

60
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
(IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1997 1996
----- -------- --------
<S> <C> <C> <C>
ASSETS
Investments:
Fixed Maturities:.................................... 2,15
Available for Sale, at Estimated Fair Value........ $ 92,630 $ 75,039
Held to Maturity, at Amortized Cost................ -- 11,322
Equity Securities.................................... 2,15 4,250 2,816
Mortgage Loans on Real Estate........................ 2,15 20,247 18,964
Policy Loans......................................... 15 5,846 5,842
Real Estate.......................................... 2 6,111 7,498
Real Estate Joint Ventures........................... 4 680 851
Other Limited Partnership Interests.................. 4 855 1,004
Leases and Leveraged Leases.......................... 2 2,123 1,763
Short-Term Investments............................... 15 705 741
Other Invested Assets................................ 2,338 2,692
-------- --------
Total Investments.................................. 135,785 128,532
Cash and Cash Equivalents.............................. 15 2,871 2,325
Deferred Policy Acquisition Costs...................... 6,436 7,227
Accrued Investment Income.............................. 1,860 1,611
Premiums and Other Receivables......................... 5 3,280 2,916
Deferred Income Taxes Recoverable...................... 6 -- 37
Other Assets........................................... 3,055 2,340
Separate Account Assets................................ 48,620 43,763
-------- --------
Total Assets........................................... $201,907 $188,751
======== ========
LIABILITIES AND EQUITY
Liabilities
Future Policy Benefits................................. 5 $ 72,125 $ 69,115
Policyholder Account Balances.......................... 15 48,533 47,674
Other Policyholder Funds............................... 4,681 4,758
Policyholder Dividends Payable......................... 1,373 1,348
Short- and Long-Term Debt.............................. 9,15 7,203 5,257
Income Taxes Payable:.................................. 6
Current.............................................. 480 599
Deferred............................................. 472 --
Other Liabilities...................................... 4,695 4,618
Separate Account Liabilities........................... 48,338 43,399
-------- --------
Total Liabilities...................................... 187,900 176,768
-------- --------
Commitments and Contingencies (Notes 2 and 10)
Equity
Retained Earnings...................................... 12,140 10,937
Net Unrealized Investment Gains........................ 3 1,898 1,028
Foreign Currency Translation Adjustments............... (31) 18
-------- --------
Total Equity........................................... 16 14,007 11,983
-------- --------
Total Liabilities and Equity........................... $201,907 $188,751
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

61
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE YEARS ENDED DECEMBER 31, 1997, AND 1996 AND 1995
(IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1997 1996 1995
----- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES
Premiums...................................... 5 $11,299 $11,462 $11,178
Universal Life and Investment-Type Product
Policy Fee Income............................ 1,458 1,243 1,177
Net Investment Income......................... 3 9,475 8,993 8,837
Investment Gains (Losses), Net................ 3 798 231 (157)
Commissions, Fees and Other Income............ 1,344 1,256 834
------- ------- -------
Total Revenues............................ 24,374 23,185 21,869
------- ------- -------
BENEFITS AND OTHER DEDUCTIONS
Policyholder Benefits......................... 5 12,328 12,399 11,915
Interest Credited to Policyholder Account Bal-
ances........................................ 2,874 2,868 3,143
Policyholder Dividends........................ 1,720 1,728 1,786
Other Operating Costs and Expenses............ 11 5,759 4,784 4,281
------- ------- -------
Total Benefits and Other Deductions....... 22,681 21,779 21,125
------- ------- -------
Earnings from Continuing Operations Before In-
come Taxes................................... 1,693 1,406 744
Income Taxes.................................. 6 476 482 407
------- ------- -------
Earnings from Continuing Operations........... 1,217 924 337
------- ------- -------
Discontinued Operations: 13
Loss from Discontinued Operations (Net of
Income Tax (Benefit) Expense of $(8) in
1997, $(18) in 1996 and $32 in 1995)....... (14) (52) (54)
(Loss) Gain on Disposal of Discontinued Op-
erations (Net of Income Tax (Benefit) Ex-
pense of $(11) in 1996 and $106 in 1995)... -- (19) 416
------- ------- -------
(Loss) Earnings from Discontinued Operations.. (14) (71) 362
------- ------- -------
Net Earnings.................................. 16 $ 1,203 $ 853 $ 699
======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

62
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1997 1996 1995
----- ------- ------- -------
<S> <C> <C> <C> <C>
Retained Earnings, Beginning of Year.......... $10,937 $10,084 $ 9,385
Net Earnings.................................. 1,203 853 699
------- ------- -------
Retained Earnings, End of Year................ 12,140 10,937 10,084
------- ------- -------
Net Unrealized Investment Gains (Losses), Be-
ginning of Year.............................. 1,028 1,646 (955)
Change in Unrealized Investment Gains (Loss-
es).......................................... 3 870 (618) 2,601
------- ------- -------
Net Unrealized Investment Gains, End of Year.. 1,898 1,028 1,646
------- ------- -------
Foreign Currency Translation Adjustments, Be-
ginning of Year.............................. 18 24 (2)
Change in Foreign Currency Translation Adjust-
ments........................................ (49) (6) 26
------- ------- -------
Foreign Currency Translation Adjustments, End
of Year...................................... (31) 18 24
------- ------- -------
Total Equity, End of Year..................... 16 $14,007 $11,983 $11,754
======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

63
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN MILLIONS)
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Net Earnings $ 1,203 $ 853 $ 699
Adjustments to Reconcile Net Earnings to Net Cash
Provided by Operating Activities:
<CAPTION>
Change in Deferred Policy Acquisition Costs, Net. (159) (391) (376)
<S> <C> <C> <C>
Change in Accrued Investment Income.............. (215) 350 (191)
Change in Premiums and Other Receivables......... (819) (106) (29)
Change in Undistributed Income of Real Estate
Joint Ventures and Other
Limited Partnership Interests................... 163 (45) (221)
Gains from Sales of Investments and Businesses,
Net............................................. (1,029) (428) (595)
Depreciation and Amortization Expenses........... 516 (18) 30
Interest Credited to Policyholder Account Bal-
ances........................................... 2,874 2,868 3,143
Universal Life and Investment-Type Product Policy
Fee Income...................................... (1,458) (1,243) (1,177)
Change in Future Policy Benefits................. 1,641 2,149 2,332
Change in Other Policyholder Funds............... 88 181 (66)
Change in Income Taxes Payable................... (99) (134) 327
Other, Net....................................... 512 (348) 947
-------- -------- --------
Net Cash Provided by Operating Activities.......... 3,218 3,688 4,823
-------- -------- --------
Cash Flows from Investing Activities
Sales, Maturities and Repayments of:
Fixed Maturities................................ 75,346 76,117 64,372
Equity Securities............................... 1,821 2,069 694
Mortgage Loans on Real Estate................... 2,381 2,380 3,182
Real Estate..................................... 1,875 1,948 1,193
Real Estate Joint Ventures...................... 205 410 387
Other Limited Partnership Interests............. 166 178 42
Leases and Leveraged Leases..................... 192 102 123
Purchases of:
Fixed Maturities................................ (76,603) (76,225) (66,693)
Equity Securities............................... (2,121) (2,742) (781)
Mortgage Loans on Real Estate................... (4,119) (4,225) (2,491)
Real Estate..................................... (387) (859) (904)
Real Estate Joint Ventures...................... (72) (130) (285)
Other Limited Partnership Interests............. (338) (307) (87)
Assets to be Leased............................. (738) (585) (383)
Net Change in Short-Term Investments.............. 37 1,028 (634)
Net Change in Policy Loans........................ 17 (128) (112)
Other, Net........................................ 442 45 (308)
-------- -------- --------
Net Cash Used by Investing Activities.............. (1,896) (924) (2,685)
-------- -------- --------
Cash Flows from Financing Activities
Policyholder Account Balances:
Deposits....................................... 16,061 17,167 16,017
Withdrawals.................................... (18,831) (19,321) (19,142)
Additions to Long-Term Debt....................... 828 -- 692
Repayments of Long-Term Debt...................... (99) (284) (389)
Net Increase (Decrease) in Short-Term Debt........ 1,265 69 (78)
-------- -------- --------
Net Cash Used by Financing Activities.............. (776) (2,369) (2,900)
-------- -------- --------
Change in Cash and Cash Equivalents................ 546 395 (762)
Cash and Cash Equivalents, Beginning of Year....... 2,325 1,930 2,692
-------- -------- --------
Cash and Cash Equivalents, End of Year............. $ 2,871 $ 2,325 $ 1,930
======== ======== ========
Supplemental Cash Flow Information
Interest Paid.................................... $ 422 $ 310 $ 280
======== ======== ========
Income Taxes Paid................................ $ 589 $ 497 $ 283
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

64
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNLESS OTHERWISE INDICATED, ALL AMOUNTS ARE IN MILLIONS OF DOLLARS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

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

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

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

The consolidated financial statements include the accounts of MetLife and
its subsidiaries, partnerships and joint venture interests in which MetLife
has control. Other equity investments in affiliated companies, partnerships
and joint ventures are generally reported on the equity basis. Minority
interest relating to certain consolidated entities amounted to $277 and $149
at December 31, 1997 and 1996, respectively, and is included in other
liabilities. Significant intercompany transactions and balances have been
eliminated in consolidation.

Prior years' amounts have been reclassified to conform to the 1997
presentation.

On December 31, 1995, the company reclassified (under one-time accounting
implementation guidance) to available for sale certain held to maturity
securities. On July 1, 1997, the company reclassified to available for sale
all securities classified as held to maturity on that date as management
concluded that all securities are now available for sale. As a result,
consolidated equity at July 1, 1997 and December 31, 1995 increased by $198
and $135, respectively, excluding the effects of deferred income taxes,
amounts attributable to participating pension contracts, and adjustments of
deferred policy acquisition costs and future policy benefit loss recognition.

During 1997 management changed to the retrospective interest method of
accounting for investment income on structured note securities in accordance
with authoritative guidance issued in late 1996. As a result, net investment
income increased by $175. The cumulative effect of this accounting change on
prior years' income is not material.

VALUATION OF INVESTMENTS

SECURITIES--As mentioned above, during 1997 management reclassified all of
the company's fixed maturity securities to available for sale. Accordingly, as
of December 31, 1997, all of the company's investment securities are carried
at estimated fair value. Prior to this reclassification, certain fixed
maturity securities (principally bonds and redeemable preferred stock) were
carried at amortized cost. Unrealized investment gains and losses on
investment securities are recorded directly as a separate component of equity
net of related deferred income taxes, amounts attributable to participating
pension contracts and adjustments of deferred policy acquisition costs and
future policy benefit loss recognition. Costs of securities are adjusted for
impairments in value considered other than temporary. Such adjustments are
recorded as realized investment losses.

All security transactions are recorded on a trade date basis.

MORTGAGE LOANS in good standing are carried at amortized cost. A provision
is made for a realized investment loss (and a corresponding allowance is
established) when it becomes probable that the company will be unable to
collect all amounts due under the terms of the loan agreement. The provision
generally is equal to the excess of the carrying value of the mortgage loan
over its estimated fair value. Estimated fair value is based on either the
present value of

65
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

expected future cash flows discounted at the loan's effective interest rate,
the loan's observable market price or the fair value of the collateral.
Mortgage loans considered to be uncollectible are charged against the
allowance and subsequent recoveries are credited to the allowance. Interest
income earned on loans where the collateral value is used to measure
impairment is recorded on a cash basis. Interest income earned on loans where
the present value method is used to measure impairment is accrued on the net
carrying value amount of the loan at the interest rate used to discount the
cash flows.

POLICY LOANS are stated at unpaid principal balances.

INVESTMENT REAL ESTATE is generally stated at depreciated cost. Real estate
acquired in satisfaction of debt is recorded at estimated fair value at the
date of foreclosure. If events or changes in circumstances indicate that the
carrying amount of the investment exceeds its expected future cash flows, a
realized investment loss is recorded for the impairment. Real estate
investments that management intends to sell in the near term are reported at
the lower of cost or estimated fair market value less allowances for the
estimated cost of sales. Changes in the allowance relating to real estate to
be disposed of and impairments of real estate are reported as realized
investment gains or losses.

Depreciation of real estate is computed evenly over the estimated useful
lives of the properties (20 to 40 years).

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

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

SHORT-TERM INVESTMENTS are stated at amortized cost, which approximates fair
value.

INVESTMENT RESULTS

Realized investment gains and losses are determined by specific
identification and are presented as a component of revenues. Valuation
allowances are deducted from asset categories to which they apply and
provisions for losses for investments are included in investment gains and
losses. Investment gains and losses are reduced by amounts attributable to
participating pension contracts and adjustments of deferred policy acquisition
costs and future policy benefit loss recognition.

CASH AND CASH EQUIVALENTS

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

PROPERTY AND EQUIPMENT

Property and equipment and leasehold improvements are included in other
assets, and are stated at cost, less accumulated depreciation and
amortization. Depreciation, including charges relating to capitalized leases,
is provided evenly or using sum of the years digits method over the lesser of
estimated useful lives of the assets or, where

66
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

appropriate, the term of the lease. Estimated lives range from 20 to 40 years
for real estate and 5 to 15 years for all other property and equipment.
Amortization of leasehold improvements is provided evenly over the lesser of
the term of the lease or the estimated useful life of the improvements.

DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business that vary with and are primarily related
to the production of new business are deferred. Such costs, which consist
principally of commissions, agency and policy issue expenses, are amortized
over 40 years for participating traditional life and 30 years for universal
life and investment-type products. Amortization is recorded based on a
constant percentage of estimated gross margins or profits (arising principally
from surrender charges and interest, mortality and expense margins based on
historical and anticipated future experience). Changes to amounts previously
amortized are reflected in earnings in the period related estimates are
revised.

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

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

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

OTHER INTANGIBLE ASSETS

The value of insurance acquired and the excess of purchase price over the
fair value of net assets acquired are included in other assets. The value of
insurance acquired is amortized over the expected policy or contract duration
in relation to the present value of estimated gross profits from such policies
and contracts. The excess of purchase price over the fair value of net assets
acquired is amortized evenly over 10 years.

FUTURE POLICY BENEFITS AND POLICYHOLDER ACCOUNT BALANCES

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

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

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

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

67
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

For property and liability insurance, the liability for unpaid reported
losses is based on a case by case or overall estimate using the company's past
experience. A provision is also made for losses incurred but not reported on
the basis of estimates and past experience. Revisions of estimates are
reflected in net earnings in the year such refinements are made.

RECOGNITION OF INCOME AND EXPENSE

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

Premiums due over a significantly shorter period than the total period over
which benefits are provided are recorded as income when due with any excess
profit deferred and recognized as income in a constant relationship to
insurance in-force or, for annuities, the amount of expected future benefit
payments.

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

Premiums from universal life and investment-type contracts are credited to
policyholder account balances. Revenues from such contracts consist of amounts
assessed against policyholder account balances for mortality, policy
administration and surrender charges. Amounts that are charged to expense
include benefit claims incurred in the period in excess of related
policyholder account balances and interest credited to policyholder account
balances.

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

POLICYHOLDER DIVIDENDS

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

INCOME TAXES

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

SEPARATE ACCOUNT OPERATIONS

Separate Accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business
of the company. Separate Account assets are subject to general account claims
only to the extent the value of such assets exceeds the Separate Account
liabilities.

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

DISCONTINUED OPERATIONS

Certain operations have been discontinued and, accordingly, are segregated
in the consolidated statements of earnings.

68
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

FOREIGN CURRENCY TRANSLATION

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

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

Statement of Financial Accounting Standards ("SFAS") No. 125 Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
and SFAS No. 127 Deferral of the Effective Date of Certain Provisions of FASB
Statement No. 125 provide accounting and reporting standards relating to
transfers of security interests, repurchase agreements, dollar rolls,
securities lending and similar transactions which will be effective in 1998.
The company believes that the application of these standards will not have a
material impact on the company's results of operations, financial position or
liquidity.

SFAS No. 130 Reporting Comprehensive Income establishes standards for
reporting and presentation of comprehensive income and its components and will
be effective in 1998. Comprehensive income, which includes all changes to
equity except those resulting from investments by owners or distributions to
owners, was $2,024, $229 and $3,326 in 1997, 1996 and 1995, respectively.
Consolidated statements of comprehensive income have not been presented, as
the company has not determined the individual amounts to be displayed in such
statements.

2. INVESTMENTS

FIXED MATURITY AND EQUITY SECURITIES

The cost or amortized cost, gross unrealized gain and loss, and estimated
fair value of fixed maturity and equity securities, by category, were as
follows:

<TABLE>
<CAPTION>
COST OR GROSS UNREALIZED
AMORTIZED ---------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- --------- -----------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
Available for Sale Securities:
Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies............ $ 10,619 $ 1,511 $ 2 $ 12,128
States and political subdivisions..... 486 22 -- 508
Foreign governments................... 3,420 371 52 3,739
Corporate............................. 41,191 2,343 290 43,244
Mortgage-backed securities............ 22,191 572 21 22,742
Other................................. 9,463 428 134 9,757
-------- --------- ------ --------
Total bonds......................... 87,370 5,247 499 92,118
Redeemable preferred stocks............. 494 19 1 512
-------- --------- ------ --------
Total fixed maturities.............. $ 87,864 $ 5,266 $ 500 $ 92,630
======== ========= ====== ========
Equity Securities:
Common stocks........................... $ 2,444 $ 1,716 $ 105 $ 4,055
Nonredeemable preferred stocks.......... 201 5 11 195
-------- --------- ------ --------
Total equity securities............. $ 2,645 $ 1,721 $ 116 $ 4,250
======== ========= ====== ========
</TABLE>

69
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
COST OR GROSS UNREALIZED
AMORTIZED ---------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- --------- ------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1996
Available for Sale Securities:
Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies........... $12,949 $ 901 $128 $13,722
States and political subdivisions.... 536 13 1 548
Foreign governments.................. 2,597 266 6 2,857
Corporate............................ 32,520 1,102 294 33,328
Mortgage-backed securities........... 21,200 407 91 21,516
Other................................ 2,511 90 30 2,571
------- --------- ------- -------
Total bonds........................ 72,313 2,779 550 74,542
Redeemable preferred stocks............ 500 -- 3 497
------- --------- ------- -------
Total fixed maturities............. $72,813 $ 2,779 $ 553 $75,039
======= ========= ======= =======
Equity Securities:
Common stocks.......................... $ 1,882 $ 648 $ 55 $ 2,475
Nonredeemable preferred stocks......... 371 51 81 341
------- --------- ------- -------
Total equity securities............ $ 2,253 $ 699 $ 136 $ 2,816
======= ========= ======= =======
</TABLE>

<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED ---------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- -------- -------- ----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1996
Held to Maturity Securities:
Fixed Maturities:
Bonds:
U.S. Treasury securities and obliga-
tions of U.S. government corpora-
tions and
agencies............................ $ 48 $ 3 $ 51
States and political subdivisions.... 58 1 59
Foreign governments.................. 260 5 265
Corporate............................ 7,520 236 $ 64 7,692
Mortgage-backed securities........... 689 1 16 674
Other................................ 2,746 85 24 2,807
------- -------- -------- -------
Total bonds........................ 11,321 331 104 11,548
Redeemable preferred stocks............ 1 -- -- 1
------- -------- -------- -------
Total fixed maturities............. $11,322 $ 331 $ 104 $11,549
======= ======== ======== =======
</TABLE>

The amortized cost and estimated fair value of bonds, by contractual
maturity, were as follows:

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
DECEMBER 31, 1997
Due in one year or less.............................. $ 1,916 $ 1,927
Due after one year through five years................ 15,830 16,260
Due after five years through 10 years................ 23,023 24,067
Due after 10 years................................... 24,410 27,122
------- -------
Subtotal........................................... 65,179 69,376
Mortgage-backed securities........................... 22,191 22,742
------- -------
Total.............................................. $87,370 $92,118
======= =======
</TABLE>

Bonds not due at a single maturity date have been included in the above 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.

70
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

MORTGAGE LOANS

Mortgage loans are collateralized by properties principally located
throughout the United States and Canada. At December 31, 1997, approximately
15 percent, 7 percent and 6 percent of the properties were located in
California, Illinois and Florida, respectively. Generally, the company (as the
lender) requires that a minimum of one-fourth of the purchase price of the
underlying real estate be paid by the borrower.

The mortgage loan investments were categorized as follows:

<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
DECEMBER 31
Office buildings................................................ 32% 30%
Retail.......................................................... 16% 19%
Residential..................................................... 15% 16%
Agricultural.................................................... 18% 18%
Other........................................................... 19% 17%
---- ----
Total......................................................... 100% 100%
==== ====
</TABLE>

Many of the company's real estate joint ventures have mortgage loans with
the company. The carrying values of such mortgages were $753 and $869 at
December 31, 1997 and 1996, respectively.

Mortgage loan valuation allowances and changes thereto were as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Balance, January 1............................... $ 444 $ 466 $ 483
Additions charged to income...................... 61 144 107
Deductions for writedowns and dispositions....... (241) (166) (124)
------ ------ ------
Balance, December 31............................. $ 264 $ 444 $ 466
====== ====== ======

Impaired mortgage loans and related valuation allowances were as follows:

<CAPTION>
1997 1996
------ ------
<S> <C> <C> <C>
DECEMBER 31
Impaired mortgage loans with valuation allow-
ances........................................... $1,231 $1,677
Impaired mortgage loans with no valuation allow-
ances........................................... 306 165
------ ------
Recorded investment in impaired mortgage loans... 1,537 1,842
Valuation allowances............................. (250) (427)
------ ------
Net impaired mortgage loans...................... $1,287 $1,415
====== ======
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Average recorded investment in impaired mortgage
loans........................................... $1,680 $2,113 $2,365
====== ====== ======
</TABLE>

Interest income on impaired mortgage loans recorded on a cash basis totaled
$110 , $122 and $169 for the years ended December 31, 1997, 1996 and 1995,
respectively.

REAL ESTATE

Accumulated depreciation on real estate was as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Balance, January 1................................ $2,109 $2,187 $2,757
Depreciation expense.............................. 332 348 427
Deductions for dispositions....................... (475) (426) (997)
------ ------ ------
Balance, December 31.............................. $1,966 $2,109 $2,187
====== ====== ======
</TABLE>

71
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Real estate valuation allowances and changes thereto were as follows:

<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Balance, January 1................................... $ 529 $ 743 $ 622
(Credited) charged to income......................... (52) 127 358
Deductions for writedowns and dispositions........... (436) (341) (237)
----- ----- -----
Balance, December 31................................. $ 41 $ 529 $ 743
===== ===== =====
</TABLE>

The above table does not include valuation allowances of $55, $118 and $167
at December 31, 1997, 1996 and 1995, respectively, relating to investments in
real estate joint ventures.

Prior to 1996, the company established valuation allowances for all impaired
real estate investments including real estate held for investment. During
1996, $150 of allowances relating to real estate held for investment were
applied as writedowns to specific properties. During 1997, allowances of $94
relating to real estate held for sale were applied as writedowns to specific
properties. The balances in the real estate valuation allowances at December
31, 1997 and 1996, relate to properties that management has committed to a
plan of sale. The carrying values, net of valuation allowances, of properties
committed to a plan of sale were $206 and $1,844 at December 31, 1997 and
1996, respectively. Net investment income relating to such properties was $8
and $60 for the years ended December 31, 1997 and 1996, respectively.

At December 31, 1997 and 1996, the company owned real estate acquired in
satisfaction of debt of $218 and $456, respectively.

LEASES AND LEVERAGED LEASES

The company's investment in direct financing leases and leveraged leases was
as follows:

<TABLE>
<CAPTION>
DIRECT
FINANCING LEVERAGED
LEASES LEASES TOTAL
-------------- ------------- --------------
1997 1996 1997 1996 1997 1996
------ ------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C> <C>
DECEMBER 31
Investment................ $1,137 $1,247 $ 851 $ 387 $1,988 $1,634
Estimated residual values. 183 238 641 543 824 781
------ ------ ------ ----- ------ ------
Total................... 1,320 1,485 1,492 930 2,812 2,415
Unearned income........... (261) (336) (428) (316) (689) (652)
------ ------ ------ ----- ------ ------
Net investment............ $1,059 $1,149 $1,064 $ 614 $2,123 $1,763
====== ====== ====== ===== ====== ======
</TABLE>

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

Scheduled aggregate receipts for the investment and estimated residual
values in direct financing leases were as follows:

<TABLE>
<CAPTION>
DIRECT
FINANCING RESIDUALS TOTAL
--------- --------- ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
1998......................................... $ 229 $ 14 $ 243
1999......................................... 211 19 230
2000......................................... 192 25 217
2001......................................... 147 19 166
2002......................................... 114 22 136
Thereafter................................... 244 84 328
------ ---- ------
Total........................................ $1,137 $183 $1,320
====== ==== ======
</TABLE>

72
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

FINANCIAL INSTRUMENTS

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

The company engages in a variety of derivative transactions. Certain
derivatives, such as forwards, futures, options and swaps, which do not
themselves generate interest or dividend income, are acquired or sold in order
to hedge or reduce risks applicable to assets held, or expected to be
purchased or sold, and liabilities incurred or expected to be incurred. The
company also may occasionally sell covered call options. The company does not
engage in trading of derivatives.

Derivative financial instruments involve varying degrees of market risk
resulting from changes in the volatility of interest rates, foreign currency
exchange rates or market values of the underlying financial instruments. The
company's risk of loss is typically limited to the fair value of these
instruments and not by the notional or contractual amounts which reflect the
extent of involvement but not necessarily the amounts subject to risk. Credit
risk arises from the possible inability of counterparties to meet the terms of
the contracts. Credit risk due to counterparty nonperformance associated with
these instruments is the unrealized gain, if any, reflected by the fair value
of such instruments.

During the three year period ended December 31, 1997, the company employed
several ongoing derivatives strategies. The company entered into a number of
anticipatory hedge agreements using securities forwards, futures and interest
rate swaps to limit the interest rate exposure of investments expected to be
acquired or sold within one year. The company also executed swaps and foreign
currency forwards to hedge, including on an anticipatory basis, the foreign
currency risk of foreign currency denominated investments. The company also
used interest rate swaps and forwards to reduce risks from changes in interest
rates and exposures arising from mismatches between assets and liabilities. In
addition, the company has used interest rate caps to reduce the market and
interest rate risks relating to certain assets and liabilities.

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

ASSETS ON DEPOSIT

As of December 31, 1997 and 1996, the company had assets on deposit with
regulatory agencies of $4,695 and $4,062, respectively.

73
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. NET INVESTMENT INCOME AND INVESTMENT GAINS

The sources of net investment income were as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Fixed maturities............................ $ 6,455 $ 6,042 $ 6,006
Equity securities........................... 50 60 45
Mortgage loans on real estate............... 1,684 1,523 1,501
Policy loans................................ 368 399 394
Real estate................................. 1,566 1,647 1,833
Real estate joint ventures.................. 42 21 41
Other limited partnership interests......... 302 215 149
Leases and leveraged leases................. 131 135 113
Cash, cash equivalents and short-term in-
vestments.................................. 169 214 231
Other investment income..................... 235 281 326
------- ------- -------
Gross investment income..................... 11,002 10,537 10,639
Investment expenses......................... (1,527) (1,544) (1,802)
------- ------- -------
Investment income, net...................... $ 9,475 $ 8,993 $ 8,837
======= ======= =======

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

<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Fixed maturities............................ $ 118 $ 234 $ 621
Equity securities........................... 224 78 (5)
Mortgage loans on real estate............... 56 (86) (51)
Real estate................................. 249 165 (375)
Real estate joint ventures.................. 117 61 (142)
Other limited partnership interests......... 103 82 117
Other....................................... 162 (76) (92)
------- ------- -------
Subtotal................................ 1,029 458 73
Investment gains relating to:
Participating pension contracts........... (35) (20) --
Amortization of deferred policy acquisi-
tion costs............................... (70) (4) (78)
Future policy benefit loss recognition.... (126) (203) (152)
------- ------- -------
Net investment gains (losses)............... $ 798 $ 231 $ (157)
======= ======= =======

Sales of bonds were as follows:

<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Bonds classified as available for sale
Proceeds.................................. $72,396 $74,580 $58,537
Gross realized gains...................... 691 1,069 1,013
Gross realized losses..................... 584 842 402
Bonds classified as held to maturity
Proceeds.................................. $ 352 $ 1,281 $ 1,806
Gross realized gains...................... 5 10 17
Gross realized losses..................... 1 1 4
</TABLE>

74
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The net unrealized investment gains (losses), which are included in the
consolidated balance sheets as a component of equity, and the changes for the
corresponding years were as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ -------
<S> <C> <C> <C>
DECEMBER 31
Balance, comprised of:
Unrealized investment gains on:
Fixed maturities.......................... $4,766 $2,226 $ 5,166
Equity securities......................... 1,605 563 210
Other..................................... 294 474 380
------ ------ -------
6,665 3,263 5,756
------ ------ -------
Amounts allocable to:
Participating pension contracts............. 312 9 350
Loss recognition............................ 2,189 1,219 2,064
Deferred policy acquisition cost............ 1,147 420 748
Deferred income taxes....................... 1,119 587 948
------ ------ -------
4,767 2,235 4,110
------ ------ -------
Total................................... $1,898 $1,028 $ 1,646
====== ====== =======
<CAPTION>
1997 1996 1995
------ ------ -------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Balance, January 1............................ $1,028 $1,646 $ (955)
Unrealized investment gains (losses) during
year......................................... 3,402 (2,493) 7,665
Unrealized investment (gains) losses allocable
to:
Participating pension contracts............. (303) 341 (258)
Loss recognition............................ (970) 845 (2,063)
Deferred policy acquisition costs........... (727) 328 (1,247)
Deferred income taxes......................... (532) 361 (1,496)
------ ------ -------
Balance, December 31.......................... $1,898 $1,028 $ 1,646
====== ====== =======
</TABLE>

75
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. JOINT VENTURES AND OTHER LIMITED PARTNERSHIPS

Combined financial information for real estate joint ventures and other
limited partnership interests accounted for under the equity method, in which
the company has an investment of at least $10 and an equity interest of at
least 10 percent, was as follows:

<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
DECEMBER 31
Assets:
Investments in real estate, at depreciated cost........ $ 938 $1,030
Investments in securities, at estimated fair value..... 717 621
Cash and cash equivalents.............................. 141 37
Other.................................................. 984 1,030
------ ------
Total assets......................................... 2,780 2,718
------ ------
Liabilities:
Borrowed funds--third party............................ 384 243
Borrowed funds--MetLife................................ 136 69
Other.................................................. 678 915
------ ------
Total liabilities.................................... 1,198 1,227
------ ------
Partners' capital........................................ $1,582 $1,491
====== ======
MetLife equity in partners' capital included above....... $ 822 $ 786
====== ======
</TABLE>

<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Operations:
Revenues of real estate joint ventures......... $ 291 $ 275 $ 364
Revenues of other limited partnership inter-
ests.......................................... 276 297 417
Interest expense--third party.................. (25) (11) (26)
Interest expense--MetLife...................... (16) (19) (31)
Other expenses................................. (396) (411) (501)
----- ----- -----
Net earnings..................................... $ 130 $ 131 $ 223
===== ===== =====
MetLife earnings from real estate joint ventures
and other limited partnership interests included
above........................................... $ 59 $ 34 $ 28
===== ===== =====
</TABLE>

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS

The company assumes and cedes insurance with other insurance companies. The
consolidated statements of earnings are presented net of reinsurance ceded.

The effect of reinsurance on premiums earned was as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Direct premiums............................ $12,749 $12,569 $11,944
Reinsurance assumed........................ 360 508 812
Reinsurance ceded.......................... (1,810) (1,615) (1,578)
------- ------- -------
Net premiums earned........................ $11,299 $11,462 $11,178
======= ======= =======
Reinsurance recoveries netted against
policyholder benefits..................... $ 1,689 $ 1,667 $ 1,523
======= ======= =======
</TABLE>

Premiums and other receivables in the consolidated balance sheets include
reinsurance recoverables of $1,579 and $700 at December 31, 1997 and 1996,
respectively.

76
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Balance at January 1........................... $3,345 $3,296 $2,670
Reinsurance recoverables..................... (215) (214) (104)
------ ------ ------
Net balance at January 1....................... 3,130 3,082 2,566
------ ------ ------
Incurred related to:
Current year................................. 2,855 2,951 3,420
Prior years.................................. 88 (114) (68)
------ ------ ------
Total incurred............................. 2,943 2,837 3,352
------ ------ ------
Paid related to:
Current year................................. 1,832 1,998 2,053
Prior years.................................. 815 791 783
------ ------ ------
Total paid................................. 2,647 2,789 2,836
------ ------ ------
Net balance at December 31..................... 3,426 3,130 3,082
Plus reinsurance recoverables................ 229 215 214
------ ------ ------
Balance at December 31......................... $3,655 $3,345 $3,296
====== ====== ======
</TABLE>

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

6. INCOME TAXES

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

The income tax expense (benefit) of continuing operations was as follows:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- -----
<S> <C> <C> <C>
1997
Federal......................................... $432 $(26) $406
State and local................................. 10 9 19
Foreign......................................... 26 25 51
---- ---- ----
Total......................................... $468 $ 8 $476
==== ==== ====
1996
Federal......................................... $346 $ 66 $412
State and local................................. 25 6 31
Foreign......................................... 27 12 39
---- ---- ----
Total......................................... $398 $ 84 $482
==== ==== ====
1995
Federal......................................... $241 $ 65 $306
State and local................................. 52 3 55
Foreign......................................... 22 24 46
---- ---- ----
Total......................................... $315 $ 92 $407
==== ==== ====
</TABLE>

77
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Earnings from continuing operations before
income taxes................................... $1,693 $1,406 $744
Income tax rate................................. 35% 35% 35%
------ ------ ----
Expected income tax expense at federal statutory
income tax rate................................ 593 492 260
Tax effect of:
Tax exempt investment income.................. (30) (18) (9)
Goodwill...................................... 9 -- --
Differential earnings amount.................. (40) 38 67
State and local income taxes.................. 15 23 37
Foreign operations............................ 7 (7) 25
Tax credits................................... (15) (15) (15)
Prior year taxes.............................. (2) (46) (3)
Sale of subsidiary............................ (41) -- --
Other, net.................................... (20) 15 45
------ ------ ----
Income taxes.................................... $ 476 $ 482 $407
====== ====== ====
</TABLE>

The deferred income tax assets or liabilities recorded at December 31, 1997
and 1996 represent the net temporary differences between the tax bases of
assets and liabilities and their amounts for financial reporting. The
components of the net deferred income tax asset or liability were as follows:

<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
DECEMBER 31
Deferred income tax assets:
Policyholder liabilities and receivables........ $3,010 $2,889
Net operating loss carryforwards................ 33 38
Other, net...................................... 938 698
------ ------
Total gross deferred income tax assets........ 3,981 3,625
Less valuation allowance........................ 24 14
------ ------
Deferred income tax assets, net of valuation al-
lowance.......................................... 3,957 3,611
------ ------
Deferred income tax liabilities:
Investments..................................... 1,227 848
Deferred policy acquisition costs............... 1,890 1,940
Net unrealized capital gains.................... 1,119 587
Other, net...................................... 193 199
------ ------
Total deferred income tax liabilities......... 4,429 3,574
------ ------
Net deferred income tax (liability) asset......... $ (472) $ 37
====== ======
</TABLE>

78
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The sources of deferred income tax expense (benefit) and their tax effects
were as follows:

<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Policyholder liabilities and receivables........... $(109) $ 53 $(105)
Net operating loss carryforwards................... 5 (19) 89
Investments........................................ 382 50 199
Deferred policy acquisition costs.................. (51) 55 49
Change in valuation allowance...................... 10 4 (6)
Other, net......................................... (229) (59) (134)
----- ----- -----
Total............................................ $ 8 $ 84 $ 92
===== ===== =====

The valuation allowance for the tax benefits of net operating loss
carryforwards reflects management's assessment, based on available information,
that it is more likely than not that the deferred income tax asset for net
operating loss carryforwards will not be realized. The benefit will be
recognized when management believes that it is more likely than not that the
deferred income tax asset is realizable. U.S. tax basis net operating loss
carryforwards of $15 are available, subject to statutory limitation, to offset
taxable income through the year 2012.

7. EMPLOYEE BENEFIT PLANS

PENSION PLANS

The company is both the sponsor and administrator of defined benefit pension
plans covering all eligible employees and sales representatives of MetLife and
certain of its subsidiaries. Retirement benefits are based on years of credited
service and final average earnings history.

Components of the net periodic pension (credit) cost for the defined benefit
qualified and nonqualified pension plans were as follows:

<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Service cost....................................... $ 73 $ 77 $ 62
Interest cost on projected benefit obligation...... 244 232 222
Actual return on assets............................ (318) (273) (280)
Net amortization and deferrals..................... (5) (12) (13)
----- ----- -----
Net periodic pension (credit) cost................. $ (6) $ 24 $ (9)
===== ===== =====
</TABLE>

79
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

<TABLE>
<CAPTION>
1997 1996
---------------------- ----------------------
OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
DECEMBER 31
Actuarial present value of
obligations:
Vested.................... $2,804 $ 251 $2,668 $223
Nonvested................. 33 2 36 2
------ ----- ------ ----
Accumulated benefit obliga-
tion...................... $2,837 $ 253 $2,704 $225
====== ===== ====== ====
Projected benefit obliga-
tion...................... $3,170 $ 353 $2,958 $310
Plan assets (principally
company investment
contracts) at contract
value 3,831 151 3,495 133
------ ----- ------ ----
Plan assets in excess of
(less than) projected
benefit obligation........ 661 (202) 537 (177)
Unrecognized prior service
cost...................... 125 25 139 26
Unrecognized net (gain)
loss from past experience
different from that
assumed................... (130) 21 (27) 60
Unrecognized net asset at
transition................ (140) -- (176) --
------ ----- ------ ----
Prepaid (accrued) pension
cost at December 31....... $ 516 $(156) $ 473 $(91)
====== ===== ====== ====
</TABLE>

The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation ranged from 7.25 percent to 7.75
percent for 1997 and 7.25 percent to 8.0 percent for 1996. The weighted
average assumed rate of increase in future compensation levels ranged from 4.5
percent to 8.5 percent in 1997 and from 4.0 percent to 8.0 percent in 1996.
The assumed long-term rate of return on assets used in determining the net
periodic pension cost was 8.75 percent in 1997 and ranged from 8.0 percent to
8.5 percent in 1996. In addition, several other factors, such as expected
retirement dates and mortality, enter into the determination of the actuarial
present value of the accumulated benefit obligation.

SAVINGS AND INVESTMENT PLANS

The company sponsors savings and investment plans available for
substantially all employees under which the company matches a portion of
employee contributions. During 1997, 1996 and 1995, the company contributed
$44, $42 and $49, respectively, to the plans.

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.

The components of the net periodic nonpension postretirement benefit cost
were as follows:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Service cost......................................... $ 31 $ 41 $ 28
Interest cost on accumulated postretirement benefit
obligation.......................................... 122 127 115
Actual return on plan assets (company insurance
contracts).......................................... (66) (58) (63)
Net amortization and deferrals....................... (5) 2 (9)
---- ---- ----
Net periodic nonpension postretirement benefit cost.. $ 82 $112 $ 71
==== ==== ====
</TABLE>

80
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The following table sets forth the postretirement health care and life
insurance plans' combined status reconciled with the amount included in the
company's consolidated balance sheets.

<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
DECEMBER 31
Accumulated postretirement benefit obligation:
Retirees............................................. $1,251 $1,228
Fully eligible active employees...................... 115 145
Active employees not eligible to retire.............. 397 400
------ ------
Total............................................... 1,763 1,773
Plan assets (company insurance contracts) at contract
value................................................ 1,004 897
------ ------
Plan assets less than accumulated postretirement
benefit obligation................................... (759) (876)
Unrecognized net gain from past experience different
from that assumed and from changes in assumptions.... (173) (60)
------ ------
Accrued nonpension postretirement benefit cost at
December 31.......................................... $ (932) $ (936)
====== ======
</TABLE>

The assumed health care cost trend rate used in measuring the accumulated
nonpension postretirement benefit obligation was generally 9.0 percent in
1997, gradually decreasing to 5.25 percent over five years and generally 9.5
percent in 1996 decreasing to 5.25 percent over 12 years. The weighted average
discount rate used in determining the accumulated postretirement benefit
obligation ranged from 7.25 percent to 7.75 percent at December 31, 1997 and
7.0 percent to 7.75 percent at December 31, 1996.

If the health care cost trend rate assumptions were increased 1.0 percent,
the accumulated postretirement benefit obligation as of December 31, 1997
would be increased 6.75 percent. The effect of this change on the sum of the
service and interest cost components of the net periodic postretirement
benefit cost for the year ended December 31, 1997, would be an increase of 9.7
percent.

8. LEASES

RENTAL INCOME ON REAL ESTATE OWNED AND LEASE EXPENSE

In accordance with 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. Additionally, the company, as lessee,
has entered into various lease and sublease agreements for office space, data
processing and other equipment. Future minimum rental income, gross minimum
rental payments and minimum sublease rental income relating to these lease
agreements were as follows:

<TABLE>
<CAPTION>
GROSS
RENTAL RENTAL SUBLEASE
INCOME PAYMENTS INCOME
------ -------- --------
<S> <C> <C> <C>
DECEMBER 31
1998.......................................... $ 697 $146 $55
1999.......................................... 657 127 52
2000.......................................... 604 103 50
2001.......................................... 560 82 44
2002.......................................... 496 59 36
2003 and thereafter........................... 2,724 103 68
</TABLE>

81
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

9. DEBT

Debt consisted of the following:

<TABLE>
<CAPTION>
SCHEDULED
MATURITY 1997 1996
--------- ------ ------
<S> <C> <C> <C>
DECEMBER 31
Surplus notes:
6.300% 2003 $ 397 $ 396
7.000% 2005 249 248
7.700% 2015 198 197
7.450% 2023 296 296
7.875% 2024 148 148
7.800% 2025 248 248
Floating rate notes, interest rates
based on LIBOR................................. 1999-2007 358 49
Fixed rate notes, interest rates ranging from
5.80%-10.50%................................... 1998-2007 519 135
Zero coupon Eurobonds........................... 1999 79 71
Other........................................... 124 158
------ ------
Total long-term debt............................ 2,616 1,946
Short-term debt................................. 4,587 3,311
------ ------
Total........................................... $7,203 $5,257
====== ======
</TABLE>

Payments of interest and principal on the surplus notes may be made only
with the prior approval of the Superintendent of Insurance of the State of New
York (Superintendent). Subject to the prior approval of the Superintendent,
the 7.45 percent surplus notes may be redeemed, in whole or in part, at the
election of the company at any time on or after November 1, 2003.

At December 31, 1997, aggregate maturities of the long-term debt based on
required principal payments at maturity for 1998 and the succeeding four years
amounted to $80, $377, $178, $9 and $11, respectively, and $1,979 thereafter.

10. CONTINGENCIES

The company is currently a defendant in numerous state and federal lawsuits
(including individual suits and putative class actions) raising allegations of
improper marketing of individual life insurance. Litigation seeking
compensatory and/or punitive damages relating to the marketing by the company
of individual life insurance (including putative class and individual actions)
continues to be brought by or on behalf of policyholders and others. These
cases, most of which are in the early stages of litigation, seek substantial
damages, including in some cases claims for punitive and treble damages and
attorneys' fees, and raise, among other claims, allegations that individual
life insurance policies were improperly sold in replacement transactions or
with inadequate or inaccurate disclosure as to the period for which premiums
would be payable, or were misleadingly sold as savings or retirement plans.
Putative classes have been certified, conditionally or subject to appeal, in
state court actions covering certain policyholders in California and West
Virginia; class certification has been denied in a state court action in Ohio
thus far. A number of the federal cases alleging improper marketing of
individual life insurance have been consolidated in the United States District
Court for the Western District of Pennsylvania and the United States District
Court in Massachusetts for pretrial proceedings. Additional litigation
relating to the company's marketing of individual life insurance may be
commenced in the future. The company is vigorously defending itself in these
actions.

Regulatory authorities in a small number of states, including both insurance
departments and attorneys general, have ongoing investigations of the
company's sales of individual life insurance, including investigations of
alleged improper replacement transactions and alleged improper sales of
insurance with inaccurate or inadequate disclosures

82
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

as to the period for which premiums would be payable. In addition, an
investigation by the Office of the United States Attorney for the Middle
District of Florida, which commenced in 1994, into certain of the retirement
and savings plan selling allegations that have been a subject of regulatory
inquiries, has not been closed.

In addition to the foregoing matters, the company is a defendant in a large
number of asbestos lawsuits relating to allegations regarding certain
research, advice and publication activity that occurred decades ago. While the
company believes that it has significant defenses to these claims and has
effected settlements in many of these cases and has prevailed in certain
cases, it is not possible to predict the number of such cases that may be
brought or the aggregate amount of any liability that may ultimately be
incurred by the company.

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. Further, state insurance regulatory authorities and other state
authorities regularly make inquiries and conduct investigations concerning the
company's compliance with applicable insurance and other laws and regulations.

In certain of the matters referred to above, very large and/or indeterminate
amounts, including punitive and treble damages, are sought. While it is not
feasible to predict or determine the ultimate outcome of all pending
investigations and legal proceedings or to make a meaningful estimate of the
amount or range of loss that could result from an unfavorable outcome in all
such 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.

11. OTHER OPERATING COSTS AND EXPENSES

Other operating costs and expenses were as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Compensation costs............................. $2,072 $1,813 $1,607
Commissions.................................... 766 722 853
Interest and debt issue costs.................. 453 311 285
Amortization of policy acquisition costs....... 771 633 606
Capitalization of policy acquisition costs..... (1,000) (1,028) (1,060)
Rent expense, net of sublease.................. 179 180 184
Restructuring charges.......................... -- 18 88
Minority interest.............................. 51 30 22
Other.......................................... 2,467 2,105 1,696
------ ------ ------
Total.......................................... $5,759 $4,784 $4,281
====== ====== ======
</TABLE>

During 1996 and 1995, the company recorded restructuring charges primarily
related to the consolidation of administration and agency sales force leased
office space and costs relating to workforce reductions.

83
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

12. OTHER INTANGIBLE ASSETS

The value of business acquired and the excess of purchase price over the
fair value of net assets acquired and changes thereto were as follows:

<TABLE>
<CAPTION>
EXCESS OF PURCHASE PRICE
OVER FAIR VALUE OF
VALUE OF BUSINESS ACQUIRED NET ASSETS ACQUIRED
---------------------------- ----------------------------
1997 1996 1995 1997 1996 1995
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
YEARS ENDED DECEMBER 31
Net Balance, January 1.. $ 358 $ 381 $ 6 $ 544 $ 377 $ 413
Acquisitions............ 176 7 396 387 197 221
Dispositions............ -- -- -- -- -- (236)
Amortization............ (36) (30) (21) (47) (30) (21)
-------- -------- -------- -------- -------- --------
Net balance, December
31..................... $ 498 $ 358 $ 381 $ 884 $ 544 $ 377
======== ======== ======== ======== ======== ========
<CAPTION>
1997 1996 1995 1997 1996 1995
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
DECEMBER 31
Accumulated amortiza-
tion................... $ 87 $ 51 $ 21 $ 148 $ 101 $ 71
======== ======== ======== ======== ======== ========
</TABLE>

13. DISCONTINUED OPERATIONS

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

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

14. CONSOLIDATED CASH FLOWS INFORMATION

During 1997 the company acquired assets of $3,777 and assumed liabilities of
$3,347 through the acquisition of certain insurance and noninsurance
companies. The aggregate purchase prices were allocated to the assets and
liabilities acquired based upon their estimated fair values. During 1997 the
company also reduced assets and liabilities by $4,342 and $4,207,
respectively, through the sale of certain insurance operations, resulting in a
pretax gain of $139. During 1995 the company also reduced assets and
liabilities by $919 and $413, respectively, through the sale of its real
estate brokerage, mortgage banking and mortgage administration operations.

During 1997 the company assumed liabilities of $227 and received assets of
$227 and during 1995 the company assumed liabilities of $1,573 and received
assets of $1,573 through assumption of certain businesses from other insurance
companies.

For the years ended December 31, 1997, 1996 and 1995, respectively, real
estate of $151, $189 and $429 was acquired in satisfaction of debt.

During 1997 and 1995, fixed maturity securities with an amortized cost of
$11,682 and $3,058, respectively, were transferred from held to maturity to
available for sale.

15. 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, 1997 and 1996, 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.

84
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The estimates presented below were 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
-------- -------- ----------
<S> <C> <C> <C>
DECEMBER 31, 1997
Assets:
Fixed maturities................................ $92,630 $92,630
Equity securities............................... 4,250 4,250
Mortgage loans on real estate................... 20,247 21,133
Policy loans.................................... 5,846 6,110
Short-term investments.......................... 705 705
Cash and cash equivalents....................... 2,871 2,871
Liabilities:
Policyholder account balances................... 36,433 36,664
Short- and long-term debt....................... 7,203 7,258
Other financial instruments:
Interest rate swaps............................. $1,464 (1) (19)
Interest rate caps.............................. 1,545 16 12
Foreign currency swaps.......................... 254 -- (28)
Foreign currency forwards....................... 150 -- --
Covered call options............................ 88 (31) (31)
Other options................................... 565 -- (2)
Futures contracts............................... 2,262 10 10
Unused lines of credit.......................... 2,310 -- 2
<CAPTION>
NOTIONAL CARRYING ESTIMATED
AMOUNT VALUE FAIR VALUE
-------- -------- ----------
<S> <C> <C> <C>
DECEMBER 31, 1996
Assets:
Fixed maturities................................ $86,361 $86,588
Equity securities............................... 2,816 2,816
Mortgage loans on real estate................... 18,964 19,342
Policy loans.................................... 5,842 5,796
Short-term investments.......................... 741 741
Cash and cash equivalents....................... 2,325 2,325
Liabilities:
Policyholder account balances................... 30,470 30,611
Short- and long-term debt....................... 5,257 5,223
Other Financial Instruments:
Interest rate swaps............................. $1,242 -- (14)
Interest rate caps.............................. 1,946 20 14
Foreign currency swaps.......................... 207 -- (23)
Foreign currency forwards....................... 151 3 3
Covered call options............................ 25 (2) (2)
Unused lines of credit.......................... 1,821 -- 1
</TABLE>

Estimated fair values were determined as follows: publicly traded fixed
maturities (approximately 78 percent of the estimated fair value of total
fixed maturities) from an independent market pricing service; all other bonds
at estimated fair value determined by management (based primarily on interest
rates, maturity, credit quality and average life); equity securities, on
quoted market prices; mortgage loans, based on discounted projected cash flows
using interest rates offered for loans to borrowers with comparable credit
ratings and for the same maturities; policy loans, based on

85
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

discounted projected cash flows using U.S. Treasury rates to approximate
interest rates and company experience to project patterns of loan accrual and
repayment; cash and cash equivalents and short-term investments, at carrying
amount, which is considered to be a reasonable estimate of fair value.

Included in fixed maturities are loaned securities with estimated fair
values of $6,537 and $7,293 at December 31, 1997 and 1996, respectively.

The fair values for policyholder account balances 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.

The estimated fair value of short- and long-term debt was determined using
rates currently available to the company for debt with similar terms and
remaining maturities.

For interest rate and foreign currency swaps, interest rate caps, foreign
currency forwards, covered call options, other options and futures contracts,
estimated fair value is the amount at which the contracts could be settled
based on estimates obtained from dealers. The estimated fair values of unused
lines of credit were based on fees charged to enter into similar agreements.

16. STATUTORY FINANCIAL INFORMATION

The reconciliation of the net change in statutory surplus and statutory
surplus determined in accordance with accounting practices prescribed or
permitted by insurance regulatory authorities with net earnings and equity on
a GAAP basis was as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------ ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Net change in statutory surplus...................... $ 227 $366 $229
Adjustments for GAAP:
Future policy benefits and policyholder account
balances.......................................... (445) (165) (17)
Deferred policy acquisition costs.................. 159 391 376
Deferred income taxes.............................. 62 (74) (97)
Valuation of investments........................... (387) (84) 106
Statutory asset valuation reserves................. 1,170 599 30
Statutory interest maintenance reserve............. 53 19 284
Surplus notes...................................... -- -- (622)
Other, net......................................... 364 (199) 410
------ ---- ----
Net earnings..................................... $1,203 $853 $699
====== ==== ====
</TABLE>

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
DECEMBER 31
Statutory surplus..................................... $ 7,378 $ 7,151
Adjustments for GAAP:
Future policy benefits and policyholder account bal-
ances (7,305) (5,742)
Deferred policy acquisition costs................... 6,436 7,227
Deferred income taxes............................... (242) 264
Valuation of investments............................ 3,474 610
Statutory asset valuation reserves.................. 3,854 2,684
Statutory interest maintenance reserve.............. 1,261 1,208
Surplus notes....................................... (1,396) (1,393)
Other, net.......................................... 601 (26)
------- -------
Equity............................................ $14,061 $11,983
======= =======
</TABLE>

86
<PAGE>

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

17. SUBSEQUENT EVENT

On March 12, 1998 the company reached an agreement, subject to regulatory
approval, to sell substantially all of its Canadian operations to a
nonaffiliated life insurance company at a gain. Financial information for the
Canadian operations was as follows:

<TABLE>
<CAPTION>
1997 1996 1995
----- ----- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31
Total revenue......................................... $ 969 $ 920 $903
Total benefits and other deductions................... 831 802 804
Net earnings.......................................... 87 83 22
<CAPTION>
1997 1996
----- -----
<S> <C> <C>
DECEMBER 31
Total assets.......................................... 5,881 5,826
Total equity.......................................... 957 917
</TABLE>

87
<PAGE>

APPENDIX TO PROSPECTUS

OPTIONAL INCOME PLANS

The insurance proceeds when the insured dies, the proceeds payable on the
Final Date, or the cash surrender value payable on full surrender of a Policy,
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 significantly affect the federal income tax consequences associated with
the Policy 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 Metropolitan Life's approval.

Choice of Income Plans. See "Policy Benefits--Optional Income Plans" and
"Policy Rights--Surrenders" 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 Metropolitan Life
sales representatives, 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 Metropolitan Life'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 Metropolitan Life and in effect on the date the
amount to be applied becomes payable, but never less than the minimum payments
guaranteed in the Policy. Such minimum guaranteed payments are based on
certain assumed mortality rates and an interest rate of 3%.

88
<PAGE>

OPTIONAL INSURANCE BENEFITS

Optional insurance benefit riders may be attached to a Policy, subject to
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 Policy with riders from a Metropolitan Life sales representative. The
duration, but not the amount, of rider benefits may depend on the investment
experience of a separate account.
Disability Waiver of Premium Benefit. This rider pays the premium during the
total disability of the insured, at a level selected by the Policy owner, if
the insured is totally and continuously disabled (as defined in the rider) for
at least six months beginning prior to Age 60. The rider is intended to
benefit the Policy owner who seeks to build cash value or maintain a
guaranteed minimum death benefit during a period of disability. During
disability, all charges and deductions will continue to be made. In order to
qualify for this rider, the Policy owner must maintain premium payments, prior
to the period of disability, at a level at least equal to the premium level to
be paid under the rider. If the Policy owner does not maintain this premium
level, the benefit provided will be the same as that provided under the
Disability Waiver of Monthly Deduction Benefit rider, unless sufficient
payment is received within 61 days from the monthly anniversary that the
premium requirements to maintain the rider have not been met. This benefit
change may result in a change to the monthly costs for this rider. Notably, in
cases where the premium paid by the rider is close to the minimum initial
premium or is less than the monthly deductions, the monthly cost may increase.
The policy owner can terminate the rider to avoid these higher costs. However,
the policy owner would then lose the protection provided by the rider. If the
total disability continues without interruption to policy anniversary 65, it
will be deemed permanent and benefits will continue. If there is a specified
face amount increase or decrease, or change in death benefit option, the
Policy owner can modify the selected premium level. Because the Policy is
variable in nature, the selected premium level may be insufficient to fund the
Policy to the Final Date. In such a case, unless a Guaranteed Minimum Death
Benefit is in effect, the grace period and termination provisions would apply.

Disability Waiver of Monthly Deduction Benefit. This rider waives the entire
monthly deduction, except any applicable mortality and expense risk charge,
during the total disability of the insured if the insured is totally and
continuously disabled (as defined in the rider) for at least six months
beginning prior to age 60. If the total disability continues without
interruption to policy anniversary 65, it will be deemed permanent and all
further monthly deductions will be waived as they fall due. If there has been
an increase in the death benefit resulting from a request by the Policy owner,
and the Policy 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 Policy. 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 Policy 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 Policy to
zero, it may be advantageous for the Policy owner, at the time of the total
disability, to reduce the death benefit to that amount which is subject to
this rider.

Accidental Death Benefit. This rider provides additional insurance equal to
an amount stated in the Policy if the insured dies from an accident prior to
age 70. It also provides an additional amount equal to twice the stated amount
if the insured dies from an accident occurring while the insured is a fare-
paying passenger on a common carrier. This rider is available at issue only.

Children's Term Insurance Benefit. This rider provides term insurance on
each insured child payable to the child's beneficiary if an insured child dies
before the end of coverage on that child (generally at the child's twenty-
fifth birthday).

Spouse Term Insurance Benefit. This rider provides term insurance on the
life of the spouse payable to the spouse's beneficiary if the spouse dies
prior to age 65 while the rider is in effect.

Accelerated Death Benefit. This rider provides for a one-time discounted
payment of all or a portion of the death benefit to the Policy owner once the
insured has been determined to be terminally ill with twelve months or less to
live. 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
Policy 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 Policy in force. Moreover, in the case of payment of all
of the death benefit, the amount of any outstanding Policy loan will be
deducted from the payment.

The payment under this rider may affect eligibility for benefits under state
or federal law. Generally, payments under this rider should be income tax free
as amounts paid by reason of the death of the insured. Counsel and other
competent advisors should be consulted to determine the effect on an
individual situation.

89
<PAGE>

MAY 1, 1998
PROSPECTUS
for
FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICIES
(Minimum Initial Specified Face Amount $50,000)
Issued by
METROPOLITAN LIFE INSURANCE COMPANY

The individual flexible premium multifunded life insurance policies
("Policies") offered by this Prospectus are issued by Metropolitan Life
Insurance Company ("Metropolitan Life") and are designed to provide lifetime
insurance coverage on the insureds named in the Policies, as well as maximum
flexibility in connection with premium payments and death benefits. This
flexibility allows an owner of a Policy to provide for changing insurance
needs within the confines of a single insurance policy.

The Policy provides for a death benefit payable at the insured's death as
long as the Policy is still in effect. The Policy owner may choose either
Death Benefit Option A (the death benefit is fixed in amount) or Death Benefit
Option B (the death benefit includes the Policy's cash value in addition to a
fixed insurance amount). For Policies issued on or after May 1, 1994 and
provided Death Benefit Option C is available in the state where the Policy is
issued, a Policy owner, where the insured is age 60 or less, will have a third
possible choice: Death Benefit Option C (the death benefit includes the
Policy's cash value in addition to a fixed insurance amount if the insured
dies prior to the Policy anniversary on which the insured is 65 and is fixed
in amount if death occurs thereafter). If greater than the death benefit
otherwise payable under Option A, B or C, a minimum death benefit equivalent
to a percentage of the cash value will be paid.

The Policy'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 General Account. The cash
value will also be adjusted for other factors, including the amount of charges
imposed and the premium payments made. The Policy owner may withdraw or borrow
a portion of the Policy's cash surrender value, or the Policy may be fully
surrendered, at any time, subject to certain limitations and charges. The
Policy owner has the flexibility to vary the frequency and amount of premium
payments, subject to certain restrictions and conditions.

The premiums paid, less premium expense charges, will be allocated at the
owner's discretion among one or more investment divisions of Metropolitan Life
Separate Account UL ("Separate Account") and/or a fixed interest account
("Fixed Account") within the General Account of Metropolitan Life. The assets
in each investment division are invested in shares of a corresponding
portfolio of the Metropolitan Series Fund, Inc. ("Fund"). Metropolitan Life is
the investment manager of the Fund and the distributor of its shares.
Metropolitan Life also distributes and administers the Policies. The
prospectus for the Fund describes the investment objectives and certain
attendant risks of the eleven currently available portfolios of the Fund. The
following chart lists the name of each portfolio available in this Policy and
the Company that has the day-to-day investment management responsibility with
respect to each such Portfolio.

<TABLE>
<CAPTION>
PORTFOLIO PORTFOLIO MANAGER
--------- -----------------
<C> <S>
State Street Research International Stock State Street Research &
Management Company
(sub-investment manager) and
GFM International Investors,
Inc. (sub-sub investment
manager)
--------------------------------------------------------------------------
Janus Mid Cap Janus Capital Corporation
--------------------------------------------------------------------------
Loomis Sayles High Yield Bond Loomis, Sayles & Company, L.P.
--------------------------------------------------------------------------
State Street Research Money Market State Street Research &
Management Company
--------------------------------------------------------------------------
MetLife Stock Index Metropolitan Life Insurance
Company
--------------------------------------------------------------------------
Scudder Global Equity Scudder Kemper Investments,
Inc.
--------------------------------------------------------------------------
State Street Research Aggressive Growth State Street Research &
Management Company
--------------------------------------------------------------------------
State Street Research Diversified State Street Research &
Management Company
--------------------------------------------------------------------------
State Street Research Growth State Street Research &
Management Company
--------------------------------------------------------------------------
State Street Research Income State Street Research &
Management Company
--------------------------------------------------------------------------
T. Rowe Price Small Cap Growth T. Rowe Price Associates, Inc.
</TABLE>

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.
INTERESTS IN THE SEPARATE ACCOUNT AND THE FIXED ACCOUNT ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR INSURED, OR GUARANTEED BY THE U.S. GOVERNMENT, ANY BANK OR
OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, ENTITY
OR PERSON, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF
THE PRINCIPAL AMOUNT INVESTED.

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) 638-5000
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS............................... 3
SUMMARY................................... 5
Purpose of Summary....................... 5
About Metropolitan Life.................. 5
Policy in Brief.......................... 5
Premiums................................. 5
Cash Value............................... 5
Benefits and Riders...................... 5
Death Benefit Options.................... 5
The Fixed Account........................ 6
The Separate Account and the Metropolitan
Series Fund............................. 6
The Funding Options...................... 6
Automated Investment Strategies.......... 6
Fund Transfers and Charges............... 7
Premium Expense Charges.................. 7
Monthly Deduction From Cash Value........ 7
Separate Account Charges................. 7
Increase in Specified Face Amount Charge. 7
Surrender and Surrender Charges.......... 7
Partial Withdrawal....................... 7
Loans.................................... 7
Fund Investment Management Fees and Di-
rect Expenses........................... 8
Free Look Period......................... 9
Tax Treatment of Cash Value.............. 9
Tax Treatment of the Death Benefit....... 9
Communications........................... 9
SEPARATE ACCOUNT AND METROPOLITAN
SERIES FUND.............................. 10
The Separate Account..................... 10
Metropolitan Series Fund................. 10
POLICY BENEFITS........................... 11
Death Benefits........................... 11
Death Benefit Options.................... 12
Cash Value............................... 14
Benefit at Final Date.................... 15
Optional Income Plans.................... 15
Optional Insurance Benefits.............. 16
PAYMENT AND ALLOCATION OF PREMIUMS........ 16
Issuance of a Policy..................... 16
Premiums................................. 16
Allocation of Premiums and Cash Value.... 17
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Policy Termination and Reinstatement.................................... 19
CHARGES AND DEDUCTIONS................................................... 20
Premium Expense Charges................................................. 20
Transfer Charge......................................................... 20
Monthly Deduction From Cash Value....................................... 20
Charges Against the Separate Account.................................... 21
Surrender Charge........................................................ 22
Guarantee of Certain Charges............................................ 24
Other Charges........................................................... 24
ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES, CASH SURRENDER VALUES AND
ACCUMULATED PREMIUMS.................................................... 24
POLICY RIGHTS............................................................ 32
Loan Privileges......................................................... 32
Surrender and Withdrawal Privileges..................................... 33
Exchange Privilege...................................................... 33
THE FIXED ACCOUNT........................................................ 34
General Description..................................................... 34
Fixed Account Benefits.................................................. 34
Fixed Account Cash Value................................................ 34
Transfers, Withdrawals, Surrenders and Policy Loans..................... 35
RIGHTS RESERVED BY METROPOLITAN LIFE..................................... 35
OTHER POLICY PROVISIONS.................................................. 35
SALES AND ADMINISTRATION OF THE POLICIES................................. 36
DISTRIBUTION OF THE POLICIES............................................. 36
FEDERAL TAX MATTERS...................................................... 37
Taxation of the Policy.................................................. 37
Taxation of Metropolitan Life........................................... 39
MANAGEMENT............................................................... 40
VOTING RIGHTS............................................................ 43
Right to Instruct Voting of Fund Shares................................. 43
Disregard of Voting Instructions........................................ 43
REPORTS.................................................................. 43
STATE REGULATION......................................................... 44
REGISTRATION STATEMENT................................................... 44
LEGAL MATTERS............................................................ 44
EXPERTS.................................................................. 44
FINANCIAL STATEMENTS..................................................... 44
APPENDIX TO PROSPECTUS................................................... 73
</TABLE>

2
<PAGE>

DEFINITIONS

Age--The age in full years of the insured at issue of the Policy or in the
case of an increase, at the time of the increase, plus the number of full
Policy years completed since issue or increase. A full Policy year is
completed upon the commencement of the next succeeding Policy year.

Base Administration Charge--The portion of the first year monthly
administration charge which is determined by the Age of the insured under a
Policy and not by the specified face amount.

Beneficiary--The beneficiary is the person or persons designated by the
owner of the Policy to receive the insurance proceeds upon the death of the
insured.

Cash Surrender Value--The cash value less any indebtedness and any
applicable surrender charge (computed from the tables set forth under
"Surrender Charge") and, if the Policy is surrendered in the first Policy
year, less the Base Administration Charge for each full Policy month remaining
to the end of the first Policy year.

Cash Value--The sum of the Policy cash values in the Fixed Account, the
investment divisions of the Separate Account and the Policy Loan Account.

Date of Policy--The date set forth in the Policy that is used to determine
Policy years and Policy months from issue. Policy anniversaries are measured
from the Date of Policy.

Final Date--The policy anniversary on which the insured is age 95.

General Account--The assets of Metropolitan Life other than those allocated
to the Separate Account or any other legally-segregated separate account.

Guideline Annual Premium--The level annual amount of premium that would be
payable through the Final Date of a Policy for the specified face amount of
the Policy if premiums were fixed by Metropolitan Life 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 Policy and any Policy riders.

Indebtedness--The total of any unpaid Policy loan and loan interest.

Insured--The person upon whose life the Policy is issued.

Investment Start Date--The date the first premium is applied to the Fixed
Account and/or the Separate Account. It is the later of (1) the Date of Policy
and (2) the date the first premium for a Policy is received at the Designated
Office.

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

3
<PAGE>

Monthly Deduction--Charges deducted monthly from the cash value of a Policy
and which include the monthly cost of term insurance, the monthly cost of any
benefits provided by riders, and the monthly policy charges.

Planned Periodic Premium--The Policy owner's self-determined level-amount
premium planned to be paid at fixed intervals over a specified period of time.
The Policy owner is not required to follow this schedule after the first two
Policy years.

Policy--The flexible premium multifunded life insurance policy offered by
Metropolitan Life and described in this Prospectus.

Policy Month--The month beginning on the monthly anniversary.

Policy owner ("Owner")--The person so designated in the application or as
subsequently changed.

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

Specified Face Amount--The amount of insurance specified on the face of the
Policy.

Target Premium--The estimated annual amount which would keep a Policy in
force to maturity based on the insured's attained age and sex, the specified
face amount of insurance and reasonable estimates of mortality and interest,
as established as of the Date of Policy.

4
<PAGE>

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

PURPOSE OF SUMMARY

This summary was written to give you an overview of the Policy and is quali-
fied by the more detailed information provided in the prospectus and the Poli-
cy, when issued. You may find it helpful to review the definitions of terms de-
scribed preceding this summary before reading the prospectus in full.

ABOUT METROPOLITAN LIFE

Metropolitan Life, the issuer of the Policies, is a mutual life insurance
company incorporated under the laws of the State of New York in 1866. Its home
office is located at 1 Madison Avenue, New York, New York 10010. MetLife is au-
thorized to transact business in all states of the United States, the District
of Columbia, Puerto Rico, and all Provinces of Canada. Metropolitan Life, serv-
ing millions of people, is one of the largest financial services companies in
the world with many of the largest United States corporations for its clients.
On December 31, 1997, Metropolitan Life had total life insurance in force of
approximately $1.7 trillion and total assets under management of approximately
$330.3 billion.

POLICY IN BRIEF

The Policy is issued by Metropolitan Life. It is designed to meet the chang-
ing life insurance needs of a Policy owner. The Policy provides for a choice of
death benefit options, flexible premium payments, and cash value accumulation
through the Policy owner's selected options.

The owner of the Policy may, within limits:

. Select from among three death benefit options
. Increase or decrease the specified face amount
. Choose the amount and frequency of premium payments
. Direct net premium payments to any of twelve funding options
. Transfer amounts among the funding options.

PREMIUMS

The Policy owner selects a planned periodic premium payment schedule at the
time of application. A minimum premium payment equal to the target premium must
be paid during each of the first two Policy years. This schedule does not need
to be followed after the first two Policy years; a planned periodic payment may
be skipped, or subject to certain limitations, additional premium payments of
at least $250 may be made. Payment of the planned periodic premium does not
guarantee that the Policy will remain in force after the first two Policy
years. For a Policy to remain in force, the cash surrender value on any monthly
anniversary must be enough to cover the monthly deduction. (See "Payment and
Allocation of Premiums.")

CASH VALUE

The Policy's total cash value includes the Policy value in the Separate Ac-
count, the Fixed Account, and the Policy Loan Account. This value reflects the
investment experience of the Separate Account investment divisions selected,
the interest credited to any allocations to the Fixed Account, loan activity,
partial withdrawals, and Policy charges. There is no guaranteed minimum cash
value if amounts are allocated to the Separate Account. (See "Policy Benefits,"
"Policy Rights" and "The Fixed Account.")

BENEFITS AND RIDERS

A Policy owner has the flexibility to add optional insurance benefits by rid-
er. These riders include spouse term insurance, children's term insurance, ac-
cidental death benefit, disability waiver benefit, and accelerated death bene-
fit. (See "Policy Benefits.")

DEATH BENEFIT OPTIONS

The Policy provides for three death benefit options in most states:

.Option A: the death benefit is the specified face amount of the Policy.

. Option B: the death benefit is equal to the specified face amount of the
Policy plus the cash value on the date of death.

5
<PAGE>

. Option C: available for Policies issued on or after May 1, 1994 where the in-
sured is age 60 or less (not available in Minnesota, Montana, or
South Carolina), the death benefit is equal to the specified face
amount of the Policy plus the cash value on the date of death un-
til the Policy anniversary at age 65; at Policy anniversary age
65, the death benefit is recalculated to equal the specified face
amount plus the cash value on the Policy anniversary at age 65;
the death benefit does not vary after this recalculation.

After the second Policy year, the Policy owner may change the death benefit
option or increase or decrease the specified face amount, subject to certain
conditions and limitations. Such changes can have tax consequences and affect
the charges assessed under the Policy. (See "Policy Benefits.")

THE FIXED ACCOUNT

Fixed Account assets are held in the General Account of Metropolitan Life.
Net premiums allocated to the Fixed Account are credited with an effective an-
nual interest rate of at least 4% per year. (See "The Fixed Account.")

THE SEPARATE ACCOUNT AND THE METROPOLITAN SERIES FUND

Separate Account UL is a separate investment account of Metropolitan Life. It
currently has eleven investment divisions. The assets of each division are in-
vested in the corresponding portfolio of the Metropolitan Series Fund, Inc.
There are currently eleven portfolios of the Fund available to Policy owners.
Each portfolio of the Fund has a different investment objective. (See "Separate
Account and Metropolitan Series Fund," and the prospectus for the Fund, which
is attached at the end of this prospectus.)

THE FUNDING OPTIONS

The available investment divisions of the Separate Account are the State
Street Research Growth, State Street Research Income, State Street Research
Money Market, State Street Research Diversified, State Street Research Aggres-
sive Growth, MetLife Stock Index, State Street Research International Stock,
Loomis Sayles High Yield Bond, T. Rowe Price Small Cap Growth, Janus Mid Cap
and Scudder Global Equity divisions. Some of the divisions may not be available
in all states. Consult a sales representative registered with Metropolitan Life
for more information. The Policy owner may allocate the net premiums paid to
one or more of the investment divisions of the Separate Account and/or to the
Fixed Account. Net premiums are equal to the premium paid less premium expense
charges. Unlike the Fixed Account, the investment performance of a Separate Ac-
count investment division is not guaranteed by Metropolitan Life. The Policy
owner should consider his or her risk tolerance before selecting the funding
options for premium payments. A Policy owner may change the allocation of fu-
ture net premiums at any time. (See "Separate Account and Metropolitan Series
Fund," "Payment and Allocation of Premiums," and "The Fixed Account.")

AUTOMATED INVESTMENT STRATEGIES

There are currently four automated investment strategies available.

. Allocator SM--The Policy owner designates a monthly transfer from the
State Street Research Money Market Division to the Fixed Account and/or
any investment division.

6
<PAGE>

FUND TRANSFERS AND CHARGES

A Policy owner may transfer amounts among the investment divisions of the
Separate Account and to/from the Fixed Account. Currently there are no charges
assessed for transfers. Metropolitan Life reserves the right to charge up to
$25 for each transfer; however, no charges will be assessed under any of the
automated investment strategies. (See "Payment and Allocation of Premiums," and
"Charges and Deductions.")

PREMIUM EXPENSE CHARGES

A 5 1/2% charge is deducted from each premium payment. The charge includes:
. 2% for front-end sales charges
. 2% for state premium tax charges
. 1 1/2% to recover a portion of Metropolitan Life's federal income taxes.
(See "Charges and Deductions.")

MONTHLY DEDUCTION FROM CASH VALUE

The Policy's cash value is reduced each month by the sum of: 1) cost of term
insurance charge, 2) cost of additional riders charge, and 3) administration
charge. (See "Charges and Deductions.")

The monthly administration charge for the first Policy year is $0.25 per
$1,000 of specified face amount plus a monthly base administration charge of:
. $5 for Ages under 18
. $15 for Ages 18 to 49
. $20 for Ages 50 and above.

If the Policy is surrendered during the first Policy year, any remaining
amount of the full year's base administration charge will be deducted upon
surrender.

After the first Policy year, the monthly administration charge is determined
by the specified face amount of the Policy. The charge is:
. $9 for specified face amounts of less than $100,000
. $7 for specified face amounts of $100,000 to $249,999
. $5 for specified face amounts of $250,000 and above.

SEPARATE ACCOUNT CHARGES

A daily charge is made against the Separate Account for mortality and expense
risks assumed by Metropolitan Life. This charge is equivalent to an annual rate
of 0.90% of the average daily value of the assets in the Separate Account at-
tributable to the Policies. (See "Charges and Deductions.")

INCREASE IN SPECIFIED FACE AMOUNT CHARGE

Any increase in the specified face amount requested by a Policy owner will
result in a one-time underwriting expense charge of up to a maximum of $5 per
thousand dollars of increase. (See "Policy Benefits.")

SURRENDER AND SURRENDER CHARGES

At any time the Policy owner may request in writing the Policy's cash surren-
der value. A surrender charge is imposed during the first 15 Policy years and
during the first 15 Policy years after an increase in the specified face
amount. (See "Charges and Deductions" and "Policy Rights.")

PARTIAL WITHDRAWALS

Partial withdrawals of at least $250 may be made from the Policy's cash value
without charge. The request must be made in writing. Partial withdrawals under
death benefit Option A or Option C (on or after Policy anniversary 65) will re-
duce the specified face amount of the Policy. (See "Policy Rights.")

LOANS

The Policy owner may obtain a Policy loan whenever the Policy has a loan val-
ue. The loan value equals the cash surrender value less two monthly deductions,
or if greater, 75% of the cash surrender value (90% in Virginia and Maryland).
For Policies issued in Texas, the loan value equals the Policy's cash surrender
value less two monthly deductions or 100% of the cash surrender value in the
Fixed Account and 75% of the cash surrender value in the Separate Account, if
greater. The loan amount is placed into the Policy Loan Account as collateral,
and is credited an interest rate of no less than 4% per year. Currently the
rate credited is 6%. The rate charged on the loan is a fixed rate of 8% per
year. Loan interest is payable at the end of each Policy year. Loans and ac-
crued interest may be repaid at any time prior to the Final Date. (See "Policy
Rights.")

7
<PAGE>

FUND INVESTMENT MANAGEMENT FEES AND DIRECT EXPENSES

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

(b) The marginal fee rate for the State Street Research Income Portfolio,
State Street Research Diversified Portfolio, State Street Research
Growth Portfolio, State Street Research Aggressive Growth Portfolio,
State Street Research International Stock Portfolio, T. Rowe Price
Small Cap Growth Portfolio, Janus Mid Cap Portfolio, and Scudder
Global Equity Portfolio will decrease when the dollar amount in each
such Portfolio reaches certain threshold amounts.

(c) Expenses for the T. Rowe Price Small Cap Growth, Janus Mid Cap,
Scudder Global Equity and Loomis Sayles High Yield Bond Portfolios
are based on estimated amounts for 1998. Metropolitan Life agreed to
bear all expenses (other than management fees, brokerage commissions,
taxes, interest and any extraordinary or non-recurring expenses) in
excess of .20% of the net assets for each of the Loomis Sayles High
Yield Bond, T. Rowe Price Small Cap Growth, Janus Mid Cap and Scudder
Global Equity Portfolios until a Portfolio's total net assets are at
least $100 million, or March 2, 1999, whichever is earlier. Expenses
for the Loomis Sayles High Yield Bond and Scudder Global Equity
Portfolios, absent expense reimbursement, would have been .39% and
.31% respectively. Metropolitan Life ceased subsidizing expenses for
the Janus Mid Cap Portfolio as of December 31, 1997 and the T. Rowe
Price Small Cap Growth Portfolio as of January 23, 1998, where the
Portfolios' assets exceeded $100 million.

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.

8
<PAGE>

FREE LOOK PERIOD

The Policy owner may return the Policy during the free look period. This pe-
riod is the later of 10 days after receipt of the Policy (except where state
law requires a longer period) or 45 days after Part A of the application has
been completed. If the Policy is returned, Metropolitan Life will send the Pol-
icy 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 Policy owner's bank. There is a similar free look period after an increase
in the specified face amount that applies only to the amount of the increase.
This free look period is the later of 10 days after the owner receives revised
Policy pages reflecting the increase or 45 days after the application for the
increase has been completed. During this period, the Policy owner may elect to
terminate the face amount increase, and all Policy values will be restored to
what they would have been had the increase not occurred. Metropolitan Life will
also refund the amount of any premiums paid, to the extent necessary for the
Policy to continue to be within the definition of life insurance for federal
income tax purposes. (See "Premium Limitations.")

TAX TREATMENT OF CASH VALUE

Cash value in the Policy is not taxed until it is withdrawn. In general, a
Policy owner will be taxed on the amount of cash value withdrawn that is in ex-
cess of the premiums paid at the time of withdrawal, surrender, or Policy Final
Date. This excess is treated as ordinary income. Special rules govern withdraw-
als and loans from contracts referred to as modified endowment contracts. If a
Policy is part of a collateral assignment equity split-dollar arrangement with
an employer, any increase in cash value may be taxable annually. An individual
should consult with and rely on the advice of a tax advisor with respect to any
type of split-dollar arrangement involving a Policy. (See "Federal Tax Mat-
ters.")

TAX TREATMENT OF THE DEATH BENEFIT

COMMUNICATIONS

9
<PAGE>

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

SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND
...............................................................................

THE SEPARATE ACCOUNT

The Separate Account, which is a separate investment account of Metropolitan
Life, was established by Metropolitan Life pursuant to the New York Insurance
Law on December 13, 1988. The Separate Account also receives premium payments
in connection with other forms of the flexible premium multifunded life insur-
ance policies issued by Metropolitan Life. The assets allocated to the Sepa-
rate Account are the property of Metropolitan Life, and Metropolitan Life is
not a trustee by reason of the Separate Account. Metropolitan Life may accumu-
late 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 Metropolitan Life's lia-
bilities and reserves with respect to 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 real-
ized, 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 Metropolitan Life. Each Policy provides that such portion of the assets in
the Separate Account as equals the liabilities (and reserves) of Metropolitan
Life with respect to the Separate Account shall not be chargeable with liabil-
ities arising out of any other business of Metropolitan Life. Metropolitan
Life may from time to time transfer to its General Account any assets in the
Separate Account in excess of such reserves and liabilities. The liabilities
are Metropolitan Life's total commitments under the Policies; the reserves are
the assets allocated to pay these commitments.

Although the Separate Account is an integral part of Metropolitan Life, 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 prac-
tices or policies of the Separate Account or of Metropolitan Life by the Com-
mission.

There are currently eleven investment divisions in the Separate Account. The
assets in each investment division are invested in a separate class (or se-
ries) 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 port-
folios are added to the Fund and made available to Policy owners. In addition,
investment divisions may be eliminated from the Separate Account. The owner of
a Policy may designate how the net premiums under the Policy are to be allo-
cated among the then current investment divisions.

METROPOLITAN SERIES FUND

The Fund is a "series" type of mutual fund which is registered with the Se-
curities and Exchange Commission as a diversified open-end management invest-
ment 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 presently
available to Policy owners is set forth below.

State Street Research 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.

State Street Research Income Portfolio. The investment objective of this
portfolio is to achieve the highest possible total return, by combining cur-
rent income with capital gains, consistent with prudent investment risk and
the preservation of capital, by investing primarily in fixed-income, high-
quality debt securities.

State Street Research 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.

State Street Research Diversified Portfolio. The investment objective of
this portfolio is to achieve a high total return while attempting to limit in-
vestment risk and preserve capital by investing in equity securities, fixed-
income debt securities, or short-term money market instruments, or any combi-
nation thereof, at the discretion of State Street Research.

State Street Research International Stock Portfolio. The investment objec-
tive 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.

MetLife 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 in-

10
<PAGE>

...............................................................
vesting in the common stock of companies which are included in the index.

T. Rowe Price Small Cap Growth Portfolio: The investment objective of this
portfolio is to achieve long-term capital growth by investing in small
capitalization companies.

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

POLICY BENEFITS
................................................................................

The discussion below assumes that no riders under the Policy are in effect.
See the Appendix to Prospectus, for a discussion of how certain riders can af-
fect benefits under the Policy.

DEATH BENEFITS

The insurance proceeds are: The death benefit provided under Option A, Option
B or Option C, whichever

11
<PAGE>

...............................................................
is elected and in effect on the date of death; plus (b) any additional insur-
ance on the insured's life that is provided by rider; minus (c) any outstanding
indebtedness and any due and unpaid charges accruing during the grace period.

DEATH BENEFIT OPTIONS

At least two death benefit options are available as described below: Option A
and Option B. Death Benefit Option C is also available in certain states where
the insured is age 60 or less, for Policies issued on and after May 1, 1994.
The Policy owner designates the desired option in the application and can
change the option by written request after the second Policy year (see "Change
in Death Benefit Option").

Option A--The death benefit is equal to the specified face amount of insur-
ance.

Option B--The death benefit is equal to the specified face amount of insur-
ance plus the cash value.

Option C--The death benefit is equal to the specified face amount of insur-
ance plus the cash value if the insured dies prior to policy anniversary 65. At
policy anniversary 65, the specified face amount of insurance is recalculated
to equal the specified face amount of insurance plus the cash value as of the
end of the prior day. Thereafter, the specified face amount of insurance will
be paid upon death. This option may not be available in all states.

Minimum Death Benefit--Under Option A, Option B or Option C, there is a mini-
mum death benefit equal to the greater of (1) the death benefit option chosen
and (2) a percentage of the cash value as set forth in the following table. The
minimum death benefit is determined in accordance with federal income tax laws,
to ensure that the Policy qualifies as a life insurance contract and that the
insurance proceeds will be excluded from the gross income of the beneficiary.

<TABLE>
<CAPTION>
ATTAINED AGE
OF INSURED AT
BEGINNING OF POLICY PERCENTAGE OF
YEAR CASH VALUE
------------------- -------------
<S> <C>
40 and less: ................................................... 250%
45: ............................................................ 215%
50: ............................................................ 185%
55: ............................................................ 150%
60: ............................................................ 130%
65: ............................................................ 120%
70: ............................................................ 115%
75: ............................................................ 105%
80: ............................................................ 105%
85: ............................................................ 105%
90: ............................................................ 105%
95: ............................................................ 100%
</TABLE>

For the ages not listed, the percentage shall decrease by a ratable portion for
each full year.

In no event will the death benefit be lower than the minimum amount required
to maintain the Policy as life insurance under federal income tax law and ap-
plicable Internal Revenue Service rules.

Option A, Option B, and Option C all provide insurance protection as well as
possible build-up of cash value. Under Option A, and under Option C on or after
policy anniversary 65, the insurance coverage remains level unless the minimum
death benefit applies. Under Option B, and under Option C prior to policy anni-
versary 65, the insurance protection varies as the cash value changes.

For a given specified face amount, the amount of the death benefit will be
greater under Option B, and under Option C prior to policy anniversary 65, than
under Option A, and under Option C on or after policy anniversary 65, since the
cash value is added to the specified face amount and included in the death ben-
efit under the former situations but not under the latter situations. By the
same token, the cost of term insurance included in the monthly deduction (see
"Charges and Deductions--Cost of Term Insurance") will be greater, and thus the
accumulation of cash value will be lower under Option B, and under Option C
prior to policy anniversary 65, than under Option A assuming the same specified
face amount and the same actual premiums paid. After policy anniversary 65, the
cost of term insurance will be greater for Option B than for Option C and
greater for Option C than for Option A, assuming the same specified face amount
at issue and the same premiums paid.

Under Option C the death benefit is designed to increase during the Policy
owner's earning years because the need for life insurance is presumed to in-
crease with increasing income. On policy anniversary 65, which is the assumed
retirement age, the specified face amount is adjusted to equal the then current
level of death ben-efit and no further increases in death benefit are made,
since presumably such increases are no longer required. As a result, the target
premiums for Option C are lower than would be required under Option B which is
designed to have an increasing death benefit until the Policy matures.

Illustration of Option A. For purposes of this illustration, assume that the
insured is under the age of 40, that there is no outstanding indebtedness and
that the insured has not died during a grace period (see "Policy Termination
and Reinstatement--Termination").

Under Option A, a Policy with a $100,000 specified face amount will generally
pay $100,000 in death benefits. However, because the death benefit must be
equal to or be greater than 250% of cash value, any time the cash value of this
Policy exceeds $40,000, the death benefit will exceed the $100,000 specified
face amount. Each additional dollar of cash value above $40,000 will increase
the death benefit (assuming the insured is age

12
<PAGE>

...............................................................
40 or less) by $2.50. Thus a Policy with a cash value of $50,000 will have a
death benefit of $125,000 (250% X $50,000); a cash value of $60,000 will yield
a death benefit of $150,000 (250% X $60,000); and a cash value of $100,000 will
yield a death benefit of $250,000 (250% X $100,000).

Similarly, so long as cash value exceeds $40,000, each dollar reduction in
cash value will reduce the death benefit (assuming the insured is age 40 or
less) by $2.50. If at any time, however, the cash value multiplied by the ap-
plicable percentage is less than the specified face amount, the death benefit
will equal the specified face amount of the Policy.

Illustration of Option B. For purposes of this illustration, assume that the
insured is under the age of 40, that there is no outstanding indebtedness and
that the insured has not died during a grace period.

Under Option B, a Policy with a specified face amount of $100,000 will gener-
ally pay a death benefit of $100,000 plus the cash value. Thus, for example, a
Policy with a cash value of $25,000 will have a death benefit of $125,000
($100,000 + $25,000); a cash value of $50,000 will yield a death benefit of
$150,000 ($100,000 + $50,000); and a cash value of $65,000 will yield a death
benefit of $165,000 ($100,000 + $65,000). The death benefit, however, must be
at least 250% of cash value. As a result, if the cash value of the Policy ex-
ceeds $66,666.67, the death benefit will be greater than the specified face
amount plus cash value. Each additional dollar of cash value above $66,666.67
will increase the death benefit (assuming the insured is age 40 or less) by
$2.50. A Policy with a cash value of $75,000 will therefore have a death bene-
fit of $187,500 (250% X $75,000); a cash value of $85,000 will yield a death
benefit of $212,500 (250% X $85,000); a cash value of $100,000 will yield a
death benefit of $250,000 (250% X $100,000).

Similarly, any time cash value exceeds $66,666.67, each dollar taken out of
cash value will reduce the death benefit (assuming the insured is age 40 or
less) by $2.50. Whenever cash value is less than $66,666.67 each dollar taken
out of cash value will reduce the death benefit by one dollar and the death
benefit will be the specified face amount plus the cash value of the Policy.

Illustration of Option C. Under Option C prior to policy anniversary 65, the
death benefit will work the same way as under Option B. On and after policy an-
niversary 65, the specified face amount would have already been adjusted to in-
clude the cash value of the Policy at policy anniversary 65 and the death bene-
fit will work the same way as under Option A.

If the insured 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, a Policy
owner, after the second Policy year and before the insured reaches Age 80, may
increase or decrease the specified face amount of a Policy (see "Decreases" and
"Increases," below). Any increase or decrease in the specified face amount re-
quested by the Policy owner will become effective on the monthly anniversary on
or next following the Date of Receipt of the request, or, if evidence of insur-
ability is required, 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 Initial Specified Face Amount during
the first five Policy years nor less than one-half the Minimum Initial Speci-
fied Face Amount thereafter. However, no decrease in specified face amount will
be permitted that would reduce the specified face amount below $25,000. No de-
crease in the specified face amount will be permitted if it would result in to-
tal premiums paid exceeding the then current maximum premium limitations deter-
mined by Internal Revenue Code rules (see "Pre- miums--Premium Limitations").
For purposes of determining the cost of term insurance charge (see "Charges and
Deductions--Cost of Term Insurance," "Cost of Term Insurance Rate" and "Rate
Class"), 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 increase; (b) the next most recent increases successively; and (c)
the specified face amount when the Policy was issued.

Increases. Any change in the specified face amount requested by the Policy
owner which results in an increase in the death benefit may be made only if the
cash surrender value after the change is large enough to cover at least two
monthly deductions based on the most recent cost of term insurance charge de-
ducted. The minimum amount of an increase is $5,000. Any such change will re-
quire that additional evidence of insurability be submitted to Metropolitan
Life and will be subject to a maximum guaranteed underwriting charge of $5 for
each $1,000 of specified face amount increase. Currently the underwriting
charge is $100 for the first $100,000 of face increase (but no more than $5 per
thousand), and $3 per thousand thereafter, to an overall maximum charge of
$2,500. Metropolitan Life will deduct this charge from the existing cash value
in the Fixed Account and the investment divisions of the Separate Account in
the same proportion that the Policy's cash value in the Fixed Account and the
Policy's cash value in each investment division bear to the Policy's total cash
value (except for the cash value in the Policy Loan Account) as of the Date of
Receipt of the request (this method hereinafter referred to as the "Pro Rata
Basis").

Effect of Changes in Specified Face Amount on Charges. A change in the speci-
fied face amount may

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affect the net amount at risk which may affect a Policy owner's cost of term
insurance charge and the monthly administration charge (see "Charges and De-
ductions--Cost of Term Insurance," "Cost of Term Insurance Rate," "Rate
Class," and "Monthly Policy Charges"). This in turn can affect the level of
subsequent cash values and death benefits. A change in the specified face
amount may also affect the Policy's status as a modified endowment contract
for tax purposes (see "Federal Tax Matters"). Finally, an increase in the
specified face amount can result in additional surrender charges (see "Charges
and Deductions--Surrender Charge").

Change in Death Benefit Option. Generally, the death benefit option in ef-
fect may be changed at any time after the second Policy year while the insured
is alive to any other available death benefit option by sending a written re-
quest for change to the Designated Office. A change from Option A or Option B
to Option C will only be permitted for Policy owners who have Policies under
which Option C is available. In addition, a change to Option C will not be
permitted after the policy anniversary on which the insured is age 60. A
change in death benefit option will not be permitted unless the cash surrender
value of a Policy after the change is effected would be sufficient to pay at
least two monthly deductions. Changing death benefit options will not require
evidence of insurability satisfactory to Metropolitan Life and the effective
date of any such change will be the monthly anniversary on or following the
Date of Receipt of the request.

If the death benefit option is changed from Option B, or Option C prior to
policy anniversary 65, to Option A, the specified face amount will be in-
creased to equal the death benefit which would have been payable under Option
B on the effective date of the change. The death benefit will not be altered
at the time of the change. However, the change in death benefit option will
affect the determination of the death benefit from that point on since the
cash value will no longer be added to the specified face amount in determining
the death benefit. From that point on, the death benefit will equal the new
specified face amount (or, if higher, the minimum death benefit). This will
mean that the cost of term insurance may be higher or lower than it otherwise
would have been since any increases or decreases in cash values will, respec-
tively, reduce or increase the term insurance amount under Option A (see
"Charges and Deductions--Cost of Term Insurance").

If the death benefit option is changed from Option A, or Option C on and af-
ter policy anniversary 65, to Option B, the specified face amount will be de-
creased to equal the death benefit less the cash value on the effective date
of the change. Similarly, if the death benefit is changed from Option A to Op-
tion C (when permitted) the specified face amount will be decreased to equal
the death benefit less the cash value on the effective date of the change.
Neither of these changes may be made if it would result in a specified face
amount which is less than the Minimum Initial Specified Face Amount during the
first five Policy years and one-half the Minimum Initial Specified Face Amount
thereafter. In no case will a change be made if it would result in a specified
face amount of less than $25,000. As with a change from Option B, or Option C
prior to policy anniversary 65, to Option A, a change from Option A, or Option
C on and after policy anniversary 65, to Option B will not alter the death
benefit at the time of the change, but will affect the determination of the
death benefit from that point on. Since, from that point on, the cash value
will be added to the new specified face amount, the death benefit will vary
with the cash value. This is also the case with a change from Option A to Op-
tion C (when permitted). Moreover, under Option B, or Option C prior to policy
anniversary 65, the term insurance amount will not vary unless the minimum
death benefit is in effect. Therefore, the cost of term insurance may be
higher or lower than it otherwise would have been without the change in death
benefit option (see "Charges and Deductions--Cost of Term Insurance"). A
change in death benefit option will not be permitted if it results in total
premiums paid exceeding the then current maximum premium limitations deter-
mined by Internal Revenue Service Rules (see "Premiums--Premium Limitations").

If the death benefit option is changed from Option B to Option C (when per-
mitted), from Option C to Option A on or after policy anniversary 65, or from
Option C to Option B prior to policy anniversary 65, no change in specified
face amount will be made.

Under Option A, Option B and Option C, cost of term insurance rates gener-
ally increase as the insured's age increases. Nevertheless, assuming a posi-
tive cumulative net investment return with respect to any amounts in the Sepa-
rate Account, changing the death benefit option from Option B, or Option C
prior to policy anniversary 65, to Option A will reduce the term insurance
amount and therefore the cost of term insurance charge for all subsequent
monthly deductions compared to what such charge would have been if no such
change were made.

A change in the death benefit option may also affect the monthly administra-
tion charge (see "Charges and Deductions--Monthly Policy Charges").

CASH VALUE

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The Policy's cash value in the Separate Account may increase or decrease on
each Valuation Date depending on the investment return of the chosen invest-
ment divisions of the Separate Account (see "Separate Account Net Investment
Return"). There is no guaranteed minimum cash value in the Separate Account.

Calculation of Separate Account Cash Value. On the Investment Start Date,
the Policy's cash value in an investment division will equal the portion of
any net premium allocated to the investment division, reduced by the portion
of the first monthly deduction allocated to the Policy's cash value in that
investment division (see "Payment and Allocation of Premiums--Allocation of
Premiums and Cash Value"). Thereafter, on each Valuation Date, the Policy's
cash value in an investment division of the Separate Account will equal:

(1) The cumulative net premium payments allocated to the investment division;
plus

(2) All cash values transferred to the investment division from the Fixed Ac-
count, from the Policy Loan Account upon loan repayment (including all in-
terest credited on loaned amounts) or from another investment division;
minus

(3) Any cash value transferred from the investment division to the Fixed Ac-
count, to the Policy Loan Account upon taking out a loan or to another in-
vestment division; minus

(4) Any partial cash withdrawal from the investment division; minus

(5) The portion of the cumulative monthly deductions allocated to the Policy's
cash value in the investment division (see "Charges and Deductions--
Monthly Deduction from Cash Value"); minus

(6) The portion of any transfer charge allocated to the Policy's cash value in
the investment division (see "Charges and Deductions--Transfer Charge");
plus

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

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

Each Separate Account division is credited with a rate of net investment re-
turn 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 ex-
pense risks (equivalent to .90% on an annual basis) and (2) a charge for Met-
ropolitan Life's taxes, if any such tax charge becomes necessary in the future
(see "Charges and Deductions--Charges Against the Separate Account"). The in-
vestment 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 ac-
count of any dividends paid by the portfolio during the period.

BENEFIT AT FINAL DATE

If the insured is living, Metropolitan Life will pay to the Policy owner the
cash value of the Policy on the Final Date, reduced by any outstanding indebt-
edness (see "Policy Benefits--Cash Value"). The Final Date of a Policy is the
Policy anniversary on which the insured is 95 (see "Federal Tax Matters").

OPTIONAL INCOME PLANS

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...............................................................
draw the entire amount, the beneficiary may name and change contingent benefi-
ciaries.

OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more of the optional insurance bene-
fits described in the Appendix to Prospectus, may be included with a Policy 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"). There is no charge for the accelerated death benefit rider. See
the Appendix to Prospectus, for a discussion of how certain riders affect the
benefits and the exercise of certain rights under the Policy.

PAYMENT AND ALLOCATION OF PREMIUMS
...............................................................................

ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must complete an application which
will be sent to the Designated Office. A Policy will not be issued with a
specified face amount less than the Minimum Initial Specified Face Amount. A
Policy will generally be issued only to insureds 80 years of age or under who
supply evidence of insurability satisfactory to Metropolitan Life. Metropoli-
tan Life may, however, at its sole discretion, issue a Policy to an individual
above the age of 80. Acceptance is subject to Metropolitan Life's underwriting
rules, and Metropolitan Life reserves the right to reject an application for
any reason permitted by law.

Metropolitan Life will allocate net premiums to the Separate Account and/or
the Fixed Account on the Investment Start Date (see "Allocation of Premiums
and Cash Value"). The Investment Start Date is the later of (i) the Date of
Policy and (ii) the date the first premium for a Policy is received at the
Designated Office.

PREMIUMS
Payment of Premiums. Each Policy owner will determine a planned periodic
premium schedule that provides for the payment of a level premium at fixed in-
tervals for a specified period of time. During the first two Policy years,
premium payments must be at least equal to a minimum allowable planned premium
schedule. After the first two Policy years, the Policy owner is not required
to pay premiums in accordance with the planned periodic premium schedule.

MOREOVER THE PAYMENT OF PLANNED PERIODIC PREMIUMS WILL NOT GUARANTEE THAT
THE POLICY REMAINS IN FORCE AFTER THE FIRST TWO POLICY YEARS. Instead, the du-
ration of the Policy after the first two Policy years depends upon the
Policy's cash surrender value (see "Policy Termination and Reinstatement--Ter-
mination").

The Policy owner must designate in the application one of the following ways
to pay the planned periodic premium. The Policy owner may elect to pay the
planned periodic premium annually, semi-annually, or monthly through "check-o-
matic" payments. Monthly "check-

16
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...............................................................
o-matic" payments are automatically made by preauthorized transfers from a
bank checking account. A Policy owner may also elect to pay monthly planned
periodic premiums through other systematic payment plans or through various
payroll deduction plans if provided by the employer of the Policy owner. In
certain situations Metropolitan Life may permit the payment of monthly planned
periodic premiums in another manner. Any such payment method will be made
available in a manner that will not discriminate unreasonably or unfairly
against any Owner.

Subject to the minimum and maximum premium limitations described below, a
Policy owner may make unscheduled premium payments at any time in any amount.
The Policy, therefore, provides the owner with the flexibility to vary the
frequency and amount of premium payments to reflect changing financial condi-
tions.

All premium payments after the initial premium payment are credited to the
Separate Account or Fixed Account as of the Date of Receipt.

Premium Limitations. During the first two Policy years, premium payments by
a Policy owner must at least equal the minimum allowable planned premium for
the particular Policy or the Policy will terminate after a grace period com-
mencing on a monthly anniversary when the total premiums paid as of that date
are not at least equal to the minimum premiums required as of that date and
the cash surrender value is insufficient to pay the monthly deduction on that
date. The minimum allow able planned premium is equal to the then current an-
nual target premium for the Policy.

Except as described below, the total of all premiums paid, both planned and
unplanned, can never exceed the then current maximum premium limitation deter-
mined by Internal Revenue Code rules relating to the definition of life insur-
ance. If at any time a premium is paid that would result in total premiums ex-
ceeding the then current maximum premium limitations, Metropolitan Life 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 Policy from terminating.

Every planned premium payment after the first Policy year must be at least
$200 on an annual basis, $100 on a semi-annual basis and $15 on a "check-o-
matic" or other pre-authorized transfer or payment basis. For some Policies
distributed through brokers (see "Distribution of the Policies"), the planned
periodic premium for the first Policy year may be required to be at least
$2,500. Every unplanned premium payment must be at least $250. Premium pay-
ments less than these minimum amounts will be refunded to the Policy owner.

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").

Allocation of Net Premiums. In the application for a Policy, the Policy
owner indicates the initial allocation of net premiums among the Fixed Account
and the investment divisions of the Separate Account. 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 Policy owner may
change the allocation of future net premiums without charge at any time by
providing Metropolitan Life with written notification at the Designated Of-
fice. The change will be effective as of the Date of Receipt of the notice at
the Designated Office.

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

17
<PAGE>

...............................................................
count counts as one transfer. Metropolitan Life reserves the right to delay
the transfer, withdrawal, surrender and payment of policy loans of amounts
from the Fixed Account for up to six months (see "The Fixed Account--Trans-
fers, Withdrawals, Surrenders, and Policy Loans"). Metropolitan Life will ef-
fectuate transfers and determine all values in connection with transfers as of
the Date of Receipt of written notice at the Designated Office.

Under the "Equalizer," at the end of a specified period (e.g. monthly, quar-
terly) as determined by Metropolitan Life, a transfer is made from the MetLife
Stock Index Division or the State Street Research Aggressive Growth Division,
as elected by the Policy owner, to the Fixed Account or from the Fixed Account
to such elected investment division in order to make the Fixed Account and
such elected investment division equal in value. While the "Equalizer" is in
effect, any cash value transfer out of such elected investment division that
is not part of this automated investment strategy will automatically terminate
the "Equalizer" election. The Policy owner may then reelect the "Equalizer"
strategy to become effective on the next Policy anniversary.

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

Telephonic Transactions. Metropolitan Life reserves the right, if permitted
by state law, to allow Policy owners to make transfer requests, changes to the
Automatic Investment Strategies and reallocation of future net premiums by
telephone and to allow Policy owners to authorize their sales representatives
to make such requests on behalf of the Policy owners by telephone. The Policy
owner must authorize these types of transactions in the manner prescribed by
Metropolitan Life. If Metropolitan Life decides to permit any of these proce-
dures, and a Policy owner elects to participate in any of them, the following
will apply: the Policy owner will authorize Metropolitan Life to act upon the
telephone instructions of any person purporting to be the Policy owner (or, if
applicable, the Policy owner's sales representative), assuming Metropolitan
Life's procedures have been followed, to do the transactions both regarding
amounts in the Policy's Fixed Account and in the Separate Account. Metropoli-
tan Life will institute reasonable procedures to confirm that any instructions
communicated by telephone are genuine. All telephone calls will be recorded,
and the Policy owner (or, if applicable, the Policy owner's sales representa-
tive) will be asked to produce the Policy owner's personalized data prior to
Metropolitan Life honoring any requests by telephone. Additionally, as with
other transactions, the Policy owner will receive a written confirmation of
each telephonically requested transaction. Neither Metropolitan Life nor the
Separate Account will be liable for any loss, expense or cost arising out of
any requests that Metropolitan Life or the Separate Account reasonably believe
to be genuine. In the event that these procedures are instituted and in

18
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...............................................................
the further event that the Policy owner who has elected to use such procedures
encounters difficulty with them, such Policy owner should make inquiry to the
Designated Office.

POLICY TERMINATION AND REINSTATEMENT

Termination. If, during the first two Policy 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, Metropolitan Life will notify the
Policy owner and any assignee of record of that difference. Also, if, after
the first two Policy years, the cash surrender value on any monthly anniver-
sary is insufficient to cover the monthly deduction, Metropolitan Life will
notify the Policy owner and any assignee of record of that shortfall. In ei-
ther case, the Policy owner will then have a grace period of 61 days, measured
from the monthly anniversary, to make sufficient payment. In the first two
Policy years, the minimum necessary premium payment will be an amount equal to
the difference between the total premiums previously paid and the minimum re-
quired premiums. After the first two Policy years, the minimum necessary pay-
ment must be an amount sufficient to keep the Policy in force for two months
after the premium expense charges have been deducted. Failure to make a suffi-
cient payment within the grace period will result in termination of the Poli-
cy. In the first two Policy years after issue or after an increase in the
specified face amount, any excess sales charges (see "Surrender Charge--Excess
Sales Charge") will be returned to the Policy owner. Otherwise, a Policy ter-
minates without any cash surrender value. If the insured dies during the grace
period, the insurance proceeds will still be pay able, but any due and unpaid
monthly deductions will be deducted from the proceeds.

Reinstatement. A terminated Policy may be reinstated anytime within 3 years
(5 years in Missouri and North Carolina) after the end of the grace period and
before the Final Date by submitting the following items to Metropolitan Life:
(1) a written application for reinstatement; (2) evidence of insurability sat-
isfactory to Metropolitan Life; and (3) a premium that, after the deduction of
the premium expense charges (see "Charges and Deductions--Premium Expense
Charges"), is large enough to cover: (a) the monthly deductions for at least
the two Policy months commencing with the effective date of reinstatement; (b)
any due and unpaid monthly Policy charges incurred during the first Policy
year; (c) any portion of the surrender charge which was not paid at termina-
tion because the cash value at termination was
insufficient to pay such portion of the charge; (d) for terminations occurring
in the two Policy years after issue or after an increase in the specified face
amount, an amount equal to the excess, if any, of (i) the portion of the sur-
render charge applicable to the issue or the increase which would be payable
(without regard to any excess sales charge limitations as described under
"Surrender Charge--Excess Sales Charge") if the Policy were surrendered in the
Policy year of reinstatement and as if the Policy had not been terminated ear-
lier over (ii) the amount of the applicable surrender charge paid at termina-
tion; and (e) 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.
Metropolitan Life reserves the right to waive the interest due set forth in
(e) above.

Notwithstanding the above, at the present time, with respect to the rein-
statement of a Policy that is terminated during the first two Policy years,
Metropolitan Life 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 Policy months commencing with the effective date of reinstatement; (b)
the total of the minimum required premiums that would have been payable under
the Policy from the date of the Policy until the effective date of reinstate-
ment had no termination occurred; and (c) an amount that after the deduction
of the premium expense charges would equal any amount previously refunded to
the Policy owner as an Excess Sales Charge (see "Surrender Charge--Excess
Sales Charge"), over the sum of all premiums paid by the Policy owner to the
effective date of the termination before any charges or deductions were ap-
plied. Metropolitan Life offers this alternative calculation of the premium
required for reinstatement at present but reserves the right to modify or re-
scind this offer at its sole discretion.

The date of reinstatement will be the date of approval of the application
for reinstatement. The terms of the original Policy, including the insurance
rates provided therein, will apply to the reinstated Policy. However, a Policy
which was terminated and reinstated during the first two Policy 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 Policy years have been paid. A reinstated Pol-
icy is subject to a new two year period of contestability (see "Other Policy
Provisions--Incontestability").

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<PAGE>

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

CHARGES AND DEDUCTIONS
...............................................................................
Metropolitan Life incurs many expenses and risks in connection with the Pol-
icies. It is compensated for these out of all of the charges discussed below.
Although different purposes are ascribed below to different charges, such dis-
tinctions are imprecise. Metropolitan Life is free to retain any and all reve-
nues or profits that result from any of these charges or to apply such reve-
nues or profits to any other purposes, including any costs and expenses in
connection with the Policies.

PREMIUM EXPENSE CHARGES

Sales Load. A charge (which may be deemed to be a sales load as defined in
the 1940 Act) is deducted from each premium payment received by Metropolitan
Life as described below. A charge of 2% of premiums paid is deducted from all
premium payments. There is also a charge (which may be deemed to be a sales
load) upon the surrender of a Policy during the first fifteen Policy years or
during the first fifteen Policy years after an increase in the specified face
amount of a Policy (see "Surrender Charge").

The amount of the sales load (whether from either the premium expense charge
or upon surrender of the Policy) in any Policy year cannot be specifically re-
lated to actual sales expenses for that year, which include sales commissions
and 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 accumu-
lated charges for mortality and expense risks under the Policies, any other
gains attributable to operations with respect to the Policies and Metropolitan
Life's general assets and surplus. Metropolitan Life does not anticipate that
all its total sales expenses will be recovered from the sales charges.

Tax Charges. Two charges are currently made for taxes related to premiums.
These taxes include any fed-
eral, state or local taxes measured by or based on the amount of premiums re-
ceived by Metropolitan Life. A charge of 1.5% of each premium payment is made
for the purpose of recovering the federal income taxes of Metropolitan Life
that are determined by the amount of premiums received in connection with the
Policy (the "DAC tax charge"). An additional charge is made for state premium
taxes of 2% of each premium payment. Premium taxes vary from state to state
ranging from zero to 3.5% currently. The 2% rate approximates the average tax
rate expected to be paid on premiums from all states.

TRANSFER CHARGE

At the present time, no charge will be assessed against the cash value of a
Policy when amounts are transferred among the investment divisions of the Sep-
arate Account and between the investment divisions and the Fixed Account. Met-
ropolitan Life 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 from which
amounts are transferred in the same proportion that the amounts transferred
from the Fixed Account and the amounts transferred from each investment divi-
sion bear to the total amount transferred, when the requested transfer is ef-
fected. Thus, for example, if a request is received for a transfer of $100,
cash value in the amount of $100 would be deducted from the particular invest-
ment division(s), with $100 being transferred to the requested new investment
division(s). The $25 would be deducted based on the cash value in each invest-
ment division from which amounts are transferred at the time of the transfer.
Charges will not be assessed for transfers made under the "Equalizer," "Equity
Generator," "Allocator" or "Rebalancer" (see "Allocation of Premiums and Cash
Value--Automated Investment Strategies").

MONTHLY DEDUCTION FROM CASH VALUE

The monthly deduction from cash value includes the cost of term insurance
charge, the charge for optional insurance benefits added by rider (see "Policy
Benefits--Optional Insurance Benefits") and monthly Policy charges. The cost
of term insurance charge and the monthly Policy charges are discussed sepa-
rately in the paragraphs that follow. The monthly deduction will also include
a charge for requested increases in the death benefit for the month in which
the increase occurs, as discussed more fully under "Policy Benefits--Increas-
es".

The monthly deduction will be deducted as of each monthly anniversary com-
mencing with the Date of Policy. 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 Policy", regarding when in-
surance coverage starts under a newly issued Policy.

Cost of Term Insurance. Because the cost of term insurance depends upon a
number of variables, it can vary from month to month. Metropolitan Life will
determine the monthly cost of term insurance charge by multiplying the appli-
cable cost of term insurance rate or rates by the term insurance amount for
each Policy month. The term insurance amount for a Policy month is (a) the
death benefit at the beginning of the Policy month divided by 1.0032737 (a
discount factor to account for return deemed to be earned during the month),
less (b) the cash value at the beginning of the Policy month, after the deduc-
tion of other applicable charges.

The term insurance amount may be affected by changes in the cash value or in
the specified face

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...............................................................
amount of the Policy and will be greater for owners who have selected Death
Benefit Option B, or Death Benefit Option C prior to policy anniversary 65,
than for those who have selected Death Benefit Option A, or Death Benefit Op-
tion C on and after policy anniversary 65 (see "Policy Benefits--Death Bene-
fits"), assuming the same specified face amount in each case and assuming that
the minimum death benefit is not in effect. Since the death benefit under Op-
tion A, and under Option C on and after policy anniversary 65, remains con-
stant while the death benefit under Option B, and under Option C prior to pol-
icy anniversary 65, varies with the cash value, cash value increases will gen-
erally reduce the term insurance amount under Option A, and Option C on and
after policy anniversary 65, but not under Option B, and Option C prior to
policy anniversary 65. If the term insurance amount is greater, the cost of
insurance will be greater. If the minimum death benefit is in effect (see
"Death Benefit Options--Minimum Death Benefit"), then the cost of term insur-
ance will vary directly with the cash value under all of the death benefit op-
tions.

If more than one rate class is in effect under a Policy (see "Rate Class"),
the cost of term insurance will generally decrease if a Policy owner changes
the Death Benefit Option. In those cases where the specified face amount of
the Policy does not change as a result of the Option change (i.e., converting
from Option B to C (when permitted), from Option C to Option B before Policy
anniversary 65 or from Option C to Option A after Policy anniversary 65), the
cost of term insurance will not change.

Cost of Term Insurance Rate. Cost of term insurance rates are based on the
sex (except in Montana and Massachusetts, in the case of group conversions
which require unisex rates and in the case of Policies sold in connection with
executive bonus and split dollar deferred compensation plans), age and rate
class of the insured. The actual monthly cost of term insurance rates will be
based on Metropolitan Life's expectations as to future experience. They will
not, however, be greater than the guaranteed cost of term insurance rates set
forth in the Policy. These guaranteed rates are based on certain of the 1980
Commissioners Standard Ordinary Mortality Tables and the insured's sex and
age. The Tables used for this purpose set forth different mortality estimates
for males and females. Any change in the cost of term insurance rates will ap-
ply to all persons of the same insuring age, sex, and rate class whose Poli-
cies have been in force for the same length of time. Metropolitan Life reviews
its cost of term insurance rates periodically and may adjust the rates from
time to time.

Monthly Policy Charges. During the first Policy year, there will be a Base
Administration Charge as described below plus a monthly charge equal to $0.25
per thousand dollars of specified face amount of the Policy. The Base Adminis-
tration Charge is equal to $5 per month at Ages less than eighteen, $15 per
month at Ages eighteen to forty-nine, and $20 per month at Ages fifty and
above. After the first Policy year, the monthly administration charge is $5
per month for Policies with a specified face amount of $250,000 or more, $7
per month for Policies with a specified face amount of $100,000 to $249,999,
and $9 per month for Policies with a specified face amount of less than
$100,000. The monthly administration charge will be determined by the speci-
fied face amount of the Policy at the time the monthly deduction is made.
Thus, any change in the specified face amount of a Policy may result in a
change in the monthly administration charge.

These charges will be used to compensate Metropolitan Life for expenses in-
curred in the administration of the Policy as a multifunded policy. The first
year charge will also compensate Metropolitan Life for first year underwriting
and other start-up expenses incurred in connection with the Policy. These ex-
penses include the cost of processing applications, conducting medical exami-
nations, determining insurability and the insured's risk class, and establish-
ing Policy records. If a Policy is surrendered in the first Policy year, the
remaining Base Administration Charge for each of the full Policy months re-
maining in the first Policy year will be deducted from the cash value of the
Policy in addition to any applicable surrender charge (see "Surrender
Charge").

CHARGES AGAINST THE SEPARATE ACCOUNT

Charge for Mortality and Expense Risks. A daily charge is made against the
Separate Account for

21
<PAGE>

.....................
mortality and expense risks assumed by Metropolitan Life. The amount of the
charge is equivalent to an effective annual rate of .90% of the average daily
value of the assets in the Separate Account which are attributable to the
Policies.

The mortality risk assumed is that insureds may live for a shorter period of
time than estimated (i.e., the period of time based on the appropriate 1980
Commissioners Standard Ordinary Mortality Table) 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 Policies will be
greater than estimated. Metropolitan Life 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 Metropolitan Life. If its estimates of future mortality and ex-
pense experience are accurate, Metropolitan Life anticipates that it will re-
alize a profit from the mortality and expense risk charge; however if such es-
timates are inaccurate, Metropolitan Life could incur a loss.

SURRENDER CHARGE

A sales charge will be deducted in the form of a surrender charge from the
cash value if the Policy is surrendered or terminated after a grace period
during the first fifteen Policy years. A sales charge will also be deducted
upon surrender or termination of a Policy during the first fifteen Policy
years after an increase in the specified face amount of a Policy. In each
case, the amount of the surrender charge is based on a charge per thousand
dollars of specified face amount which varies with the Age of the insured at
the time of the issue of the Policy or of the increase in the specified face
amount and the death benefit option chosen at the time of issue or increase by
the Policy owner. The surrender charges per thousand dollars of specified face
amount are as follows:

Option A:

<TABLE>
<CAPTION>
AGE AT POLICY YEARS SINCE ISSUE OR INCREASE
ISSUE OR -----------------------------------------------------------
INCREASE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0- 5 $ 3 $ 3 $ 3 $ 3 $ 3 $ 2 $ 2 $ 2 $ 2 $ 2 $ 1 $ 1 $ 1 $ 1 $ 1
6-10 3 3 3 3 3 2 2 2 2 2 1 1 1 1 1
11-20 3 3 3 3 3 2 2 2 2 2 1 1 1 1 1
21-25 3 3 3 3 3 2 2 2 2 2 1 1 1 1 1
26-30 4 4 3 3 3 3 3 2 2 2 2 1 1 1 1
31-35 7 6 6 6 5 5 5 4 4 3 3 2 2 1 1
36-40 8 7 7 7 6 6 5 5 4 4 3 3 2 1 1
41-44 10 9 8 8 7 7 6 6 5 4 4 3 2 2 1
45-50 12 12 11 10 10 9 8 7 7 6 5 4 3 2 1
51-54 15 15 14 13 12 11 10 9 8 7 6 5 4 3 1
55-59 18 17 16 15 14 13 12 11 10 9 8 6 5 3 2
60-69 22 21 20 18 17 16 15 13 12 11 9 7 6 4 2
70-79 22 21 20 18 17 16 15 13 12 11 9 8 6 4 2
80 22 21 20 18 17 16 15 14 13 12 10 9 8 6 3
</TABLE>

22
<PAGE>

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

Option B:

<TABLE>
<CAPTION>
AGE AT POLICY YEARS SINCE ISSUE OR INCREASE
ISSUE OR -----------------------------------------------------------
INCREASE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0- 5 $ 4 $ 4 $ 3 $ 3 $ 3 $ 3 $ 3 $ 2 $ 2 $ 2 $ 2 $ 1 $ 1 $ 1 $ 1
6-10 4 4 4 4 3 3 3 3 2 2 2 1 1 1 1
11-20 5 5 5 4 4 4 3 3 3 2 2 2 1 1 1
21-25 7 7 6 6 6 5 5 4 4 3 3 2 2 1 1
26-30 10 8 7 7 7 6 6 5 4 4 3 3 2 1 1
31-35 12 12 11 10 10 9 8 7 6 5 4 4 3 2 1
36-40 15 14 13 12 12 11 10 9 8 7 6 5 4 3 1
41-44 20 20 19 18 17 16 14 13 12 10 9 7 5 4 2
45-50 24 24 24 22 21 19 17 16 14 12 10 8 6 4 2
51-54 27 27 26 24 23 21 19 18 16 14 12 10 7 5 3
55-59 30 29 27 25 24 22 20 18 16 14 12 10 8 5 3
60-69 32 30 29 27 25 23 22 20 18 15 13 11 8 6 3
70-79 36 34 33 31 29 27 25 23 20 18 16 13 10 7 4
80 40 38 36 34 32 30 28 26 24 22 19 17 14 11 6
</TABLE>

Option C:

<TABLE>
<CAPTION>
AGE AT POLICY YEARS SINCE ISSUE OR INCREASE
ISSUE OR -----------------------------------------------------------
INCREASE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0- 5 $ 4 $ 4 $ 3 $ 3 $ 3 $ 3 $ 3 $ 2 $ 2 $ 2 $ 2 $ 1 $ 1 $ 1 $ 1
6-10 4 4 4 4 3 3 3 3 2 2 2 1 1 1 1
11-20 4 4 4 4 4 3 3 3 3 2 2 2 1 1 1
21-25 5 5 5 5 5 4 4 3 3 3 2 2 2 1 1
26-30 7 6 5 5 5 5 5 4 3 3 3 2 2 1 1
31-35 10 9 9 8 8 7 7 6 5 4 4 3 3 2 1
36-40 12 11 10 10 9 9 8 7 6 6 5 4 3 2 1
41-44 15 15 14 13 12 12 10 10 9 7 7 5 4 3 2
45-50 18 18 18 16 16 14 13 12 11 9 8 6 5 3 2
51-54 21 21 20 19 18 16 15 14 12 11 9 8 6 4 2
55-59 24 23 22 20 19 18 16 15 13 12 10 8 7 4 3
60-64 27 26 25 23 21 20 19 17 15 13 11 9 7 5 3
65-69 22 22 20 18 17 16 15 13 12 11 9 7 6 4 2
70-79 22 21 20 18 17 16 15 13 12 11 9 8 6 4 2
80 22 21 20 18 17 16 15 14 13 12 10 9 8 6 3
</TABLE>

A total surrender charge at surrender or termination of a Policy will equal
the sum of any surrender charge based on the specified face amount at issue
and any surrender charges based on any increases in the specified face amount.
Thus, a surrender charge may apply to a surrender made more than fifteen years
after issue of a Policy where a specified face amount increase has occurred
within fifteen years prior to the surrender. No surrender charge applies to
any increase in the specified face amount resulting from a change in the death
benefit option. Also, surrender charges are not reduced by any decrease in the
specified face amount, regardless of the reason for the decrease. No surrender
charges are assessed against partial withdrawals or loans, but the amount of
the applicable surrender charge indicated above which would be deducted (dis-
regarding the effect of the excess sales charge limits, discussed below) if
the Policy were surrendered reduces the amount of cash value which may be
withdrawn or borrowed.

For example, if a Policy owner who is 25 years old purchases a Policy with a
specified face amount of $100,000 and chooses death benefit Option A, the sur-
render charge in year five, assuming no increases in the specified face
amount, would be $300 ($3 X 100). If the Policy owner increases the specified
face amount by $50,000 in year 10 (when the Policy owner is 35 years old), the
surrender charge in year 15 would be $350, consisting of $100 ($1 X 100) re-
lating to the specified face amount at issue, and $250 ($5 X 50) relating to
the increase in the specified face amount. In year 20, the surrender charge
would be $150, consisting of 0 relating to the specified face amount at issue
(since the surrender takes place more than 15 years after the original is-

23
<PAGE>

...............................................................
suance of the Policy), and $150 ($3 X 50) relating to the increase in the spec-
ified face amount.

During the first Policy year, in addition to the applicable surrender charge,
the remaining monthly Base Administration Charges will also be imposed upon
surrender of a Policy (see "Charges and Deductions--Monthly Policy Charges").

Excess Sales Charge. With respect to the surrender or termination of a Policy
during the first two Policy years after issue, the applicable surrender charge,
together with all premium expense charges (other than the 2% charge for state
premium taxes and that portion of the DAC tax charge that is not considered to
be sales load), previously deducted from premium payments may not exceed the
sum of (i) 30% of premium payments in aggregate amount less than or equal to
one guideline annual premium, plus (ii) 10% of premium payments in aggregate
amount greater than one guideline annual premium but not more than two guide-
line annual premiums, plus (iii) 9% of each premium payment in excess of two
guideline annual premiums. With respect to the surrender or termination of a
Policy during the first two years after an increase in specified fact amount,
comparable limitations will be imposed on the amount of any then applicable
surrender charge that is attributable to the increase. For purposes of comput-
ing the amount of any such limitation, a portion of each premium payment made
after such increase in face amount will be deemed attributable to the increase.
That portion will bear the same ratio to the total premium payment as the
Guideline Annual Premium for the face amount increase bears to the Guideline
Annual Premium for the entire Policy. The cash surrender value of an in force
Policy is not affected by these limits.

GUARANTEE OF CERTAIN CHARGES

Metropolitan Life guarantees, and may not increase, the charges deducted from
premiums, the monthly administration charge, the surrender charge and the
charge against the Separate Account for mortality and expense risks with re-
spect to the Policies.

OTHER CHARGES

ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES, CASH SURRENDER VALUES AND
ACCUMULATED PREMIUMS
................................................................................

The tables in this section illustrate the way in which a Policy's death bene-
fit, 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 Ac-
count for the entire period shown and hypothetical gross investment rates of
return for the Fund (i.e., investment income and capital gains and losses, re-
alized or unrealized) equivalent to constant gross (after tax) annual rates of
0%, 6% and 12%. The tables are based on the payment of annual planned premiums
(see "Premiums--Premium Limitations"), for a specified face amount of $100,000
for a male aged 35. Each illustration assumes that the insured is in Metropoli-
tan Life's standard nonsmoker underwriting risk classification. Illustrations
for an insured in Metropolitan Life's standard smoker underwriting risk classi-
fication would show, for the same age and premium payments, lower cash values
and cash surrender values and, therefore, for the minimum death benefit, death
benefits under Option B and Option C prior to policy anniversary 65, lower
death benefits. The differences between the cash values and the cash surrender
values in the first fifteen years are the surrender charges.

The death benefits, cash values and cash surrender values would be different
from those shown if the actual gross investment rates of return averaged 0%, 6%
or 12% over a period of years, but fluctuated above or below such averages for
individual policy years. The values would also be different depending on the
allocation of a Policy's total cash value among the investment divisions of the
Separate Account, if the actual rates of return averaged 0%, 6% or 12% but the
rates for each portfolio of the Fund varied above and below such averages.

The amounts shown for the death benefits, cash values and cash surrender val-
ues take into account the deductions from premiums and the monthly deduction
from cash value, as well as the 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 Policies and the daily charge to the Fund for investment management serv-
ices equivalent to an annual rate of .56% of the average daily value of the ag-
gregate net assets of the Fund (which represents a simple average of the maxi-
mum management fees applicable to the eleven available Portfolios of the Fund)
and .15% for other direct Fund expenses (the average of the expenses indicated
in the chart of "Metropolitan Series Fund Annual Expenses" under "Fund Invest-
ment Management Fees and Direct Expenses").

24
<PAGE>

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

Taking account of the charges for mortality and expense risks, 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: -
1.59%, 4.33% and 10.23%, respectively.

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.

25
<PAGE>

<TABLE>
<CAPTION>
TOTAL CASH
TOTAL CASH VALUE(2) SURRENDER VALUE(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
POLICY INTEREST ------------------------------ --------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ ----------- ------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1.............. $ 1,313 $ 474 $ 522 $ 570 $ 0*(3) $ 0*(3) $ 0*(3)
2.............. 2,691 1,319 1,457 1,801 719* 857* 1,001*
3.............. 4,138 2,137 2,418 2,723 1,537 1,818 2,123
4.............. 5,657 2,925 3,405 3,944 2,325 2,805 3,344
5.............. 7,252 3,682 4,416 5,271 3,182 3,916 4,771
6.............. 8,928 4,406 5,449 8,714 3,906 4,949 6,214
7.............. 10,666 5,096 6,505 8,284 4,596 8,005 7,784
8.............. 12,533 5,749 7,583 9,993 5,349 7,183 9,593
9.............. 14,472 6,366 8,682 11,853 5,966 8,282 11,453
10.............. 16,508 6,944 9,602 13,681 6,644 9,502 13,581
15.............. 28,322 9,202 15,696 27,221 9,102 15,596 27,121
20.............. 43,399 10,094 21,896 48,398 10,094 21,896 48,398
25.............. 62,642 8,871 27,901 83,153 8,671 27,901 83,153
40.............. 158,550 0(3) 31,338 367,920 0 (3) 31,338 387,920
45.............. 209,606 0(3) 9,417 594,569 0 (3) 9,417 594,569
50.............. 274,769 0(3) 0(3) 945,855 0 (3) 0 (3) 945,855
<CAPTION>
TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT
END OF RATES OF RETURN OF
POLICY -----------------------------------
YEAR 0% 6% 12%
------ ----------- ----------- -----------
<S> <C> <C> <C>
1.............. $100,000 $100,000 $100,000
2.............. 100,000 100,000 100,000
3.............. 100,000 100,000 100,000
4.............. 100,000 100,000 100,000
5.............. 100,000 100,000 100,000
6.............. 100,000 100,000 100,000
7.............. 100,000 100,000 100,000
8.............. 100,000 100,000 100,000
9.............. 100,000 100,000 100,000
10.............. 100,000 100,000 100,000
15.............. 100,000 100,000 100,000
20.............. 100,000 100,000 100,000
25.............. 100,000 100,000 111,424(4)
40.............. 0(3) 100,000 393,674(4)
45.............. 0(3) 100,000 624,298(4)
50.............. 0(3) 0(3) 993,148(4)
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,250 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values 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," for further details. Zero values in cash surrender value in
the first Policy year will not cause coverage to terminate since
illustrations assume payment of at least minimum allowable planned premium
(see "Premiums--Payment of Premiums").
(4) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit," for further details.

* The values indicated are based on the full surrender charges as described
under "Surrender Charge," which determine whether a Policy will terminate
and the amount a Policy owner may borrow or partially withdraw. If the
Policy were to terminate or be fully surrendered, a refund of excess sales
charges may be paid (see "Surrender Charge--Excess Sales Charge").

26
<PAGE>

<TABLE>
<CAPTION>
TOTAL CASH
TOTAL CASH VALUE(2) SURRENDER VALUE(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
POLICY INTEREST ----------------------------- -------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ ----------- ------ ------- -------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1.................. $ 1,313 $ 472 $ 520 $ 568 $ 0*(3) $ 0*(3) $ 0*(3)
2.................. 2,691 1,314 1,451 1,594 114* 251* 394*
3.................. 4,138 2,126 2,406 2,709 1,028 1,306 1,609
4.................. 5,657 2,906 3,382 3,917 1,906 2,382 2,917
5.................. 7,252 3,652 4,379 5,226 2,652 3,379 4,226
6.................. 8,928 4,362 5,393 6,643 3,462 4,493 5,743
7.................. 10,686 5,035 6,424 8,176 4,235 5,624 7,376
8.................. 12,533 5,667 7,469 9,836 4,967 6,769 9,136
9.................. 14,472 6,259 8,527 11,832 5,659 7,927 11,032
10.................. 16,508 6,807 9,596 13,575 6,307 9,096 13,075
15.................. 28,322 8,838 15,030 25,998 8,738 14,930 25,898
20.................. 43,399 9,334 20,164 44,407 9,334 20,164 44,407
25.................. 62,642 7,518 23,893 71,368 7,518 23,893 71,368
40.................. 158,550 0(3) 593 246,686 0 (3) 593 246,686
45.................. 209,608 0(3) 0(3) 358,304 0 (3) 0 (3) 356,304
50.................. 274,769 0(3) 0(3) 505,435 0 (3) 0 (3) 505,435
<CAPTION>
TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT
END OF RATES OF RETURN OF
POLICY --------------------------------
YEAR 0% 6% 12%
------ ----------- ----------- --------
<S> <C> <C> <C>
1.................. $100,472 $100,520 $100,568
2.................. 101,314 101,451 101,594
3.................. 102,126 102,406 102,709
4.................. 102,906 103,382 103,917
5.................. 103,852 104,379 105,226
6.................. 104,362 105,393 106,643
7.................. 105,035 106,424 108,176
8.................. 105,667 107,469 109,836
9.................. 106,259 108,527 111,632
10.................. 106,807 109,596 113,575
15.................. 108,838 115,030 125,998
20.................. 109,334 120,164 144,407
25.................. 107,518 123,893 171,368
40.................. 0(3) 100,593 346,686
45.................. 0(3) 0(3) 456,304
50.................. 0(3) 0(3) 605,435
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
TOTAL CASH
TOTAL CASH VALUE(2) SURRENDER VALUE(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
POLICY INTEREST ----------------------------- -------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ ----------- ------ ------- -------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1................ $ 1,313 $ 472 $ 320 $ 368 $ 0*(3) $ 0*(3) $ 0*(3)
2................ 2,691 1,314 1,451 1,594 414* 551* 694*
3................ 4,138 2,126 2,406 2,709 1,226 1,506 1,809
4................ 5,657 2,906 3,382 3,917 2,106 2,582 3,117
5................ 7,252 3,652 4,379 5,226 2,852 3,579 4,426
6................ 8,928 4,362 5,393 6,643 3,662 4,693 5,943
7................ 10,686 5,035 6,424 8,176 4,335 5,724 7,476
8................ 12,533 5,667 7,489 9,836 5,067 6,869 9,236
9................ 14,472 6,259 8,527 11,632 5,759 8,027 11,132
10................ 16,508 6,807 9,596 13,575 6,407 9,196 13,175
15................ 28,322 8,838 15,030 25,998 8,738 14,930 25,898
20................ 43,399 9,334 20,164 44,407 9,334 20,164 44,407
25................ 62,642 7,518 23,893 71,368 7,518 23,893 71,388
40................ 158,550 0(3) 0(3) 280,926 0(3) 0(3) 280,926
45................ 209,606 0(3) 0(3) 455,721 0(3) 0(3) 455,721
50................ 274,769 0(3) 0(3) 726,674 0(3) 0(3) 726,674
<CAPTION>
TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT
END OF RATES OF RETURN OF
POLICY -----------------------------------
YEAR 0% 6% 12%
------ ----------- ----------- -----------
<S> <C> <C> <C>
1................ $100,472 $100,520 $100,588
2................ 101,314 101,451 101,594
3................ 102,126 102,406 102,709
4................ 102,906 103,382 103,917
5................ 103,852 104,379 105,226
6................ 104,362 105,393 106,643
7................ 105,035 106,424 108,176
8................ 105,667 107,469 109,836
9................ 106,259 108,527 111,632
10................ 106,807 109,596 113,575
15................ 108,838 115,030 125,998
20................ 109,334 120,164 144,407
25................ 107,518 123,893 171,368
40................ 0(3) 0(3) 300,590(4)
45................ 0(3) 0(3) 478,507(4)
50................ 0(3) 0(3) 763,008(4)
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,250 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values 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" for further details. Zero values in cash surrender value in
the first Policy year will not cause coverage to terminate since
illustrations assume payment of at least minimum allowable planned premium
(see "Premiums--Payment of Premiums").
(4) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.

* The values indicated are based on the full surrender charges as described
under "Surrender Charge", which determine whether a Policy will terminate
and the amount a Policy owner may borrow or partially withdraw. If the
Policy were to terminate or be fully surrendered, a refund of excess sales
charges may be paid (see "Surrender Charge--Excess Sales Charge").

28
<PAGE>

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER UNDERWRITING RISK SPECIFIED FACE AMOUNT: $100,000--DEATH
BENEFIT OPTION A CURRENT COST OF TERM INSURANCE CHARGES

<TABLE>
<CAPTION>
TOTAL CASH
TOTAL CASH VALUE(2) SURRENDER VALUE(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
POLICY INTEREST ------------------------------ -----------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ ----------- ------- -------- ---------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1.............. $ 1,313 $ 597 $ 649 $ 701 $ 0*(3) $ 0*(3) $ 1
2.............. 2,691 1,579 1,732 1,892 979* 1,132 1,292*
3.............. 4,138 2,531 2,849 3,192 1,931 2,249 2,592
4.............. 5,657 3,470 4,015 4,626 2,870 3,415 4,028
5.............. 7,252 4,395 5,233 6,208 3,895 4,733 5,708
6.............. 8,928 5,292 6,490 7,939 4,792 5,990 7,439
7.............. 10,686 6,175 7,604 9,850 5,675 7,304 9,350
8.............. 12,533 7,033 9,162 11,945 6,633 8,762 11,545
9.............. 14,472 7,864 10,567 14,244 7,464 10,167 13,844
10.............. 18,508 8,669 12,021 16,767 8,369 11,721 16,467
15.............. 28,322 12,321 20,119 33,713 12,221 20,019 33,613
20.............. 43,399 15,201 29,713 51,168 15,201 29,713 61,168
25.............. 62,642 16,964 40,933 105,755 16,964 40,933 105,755
40.............. 158,550 4,431 88,941 474,870 4,431 88,941 474,870
45.............. 209,606 0(3) 114,433 769,892 0 (3) 114,433 769,892
50.............. 274,769 0(3) 144,395 1,232,115 0 (3) 144,395 1,232,115
<CAPTION>
TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT
END OF RATES OF RETURN OF
POLICY -------------------------------------
YEAR 0% 6% 12%
------ ----------- ----------- -------------
<S> <C> <C> <C>
1.............. $100,000 $100,000 $ 100,000
2.............. 100,000 100,000 100,000
3.............. 100,000 100,000 100,000
4.............. 100,000 100,000 100,000
5.............. 100,000 100,000 100,000
6.............. 100,000 100,000 100,000
7.............. 100,000 100,000 100,000
8.............. 100,000 100,000 100,000
9.............. 100,000 100,000 100,000
10.............. 100,000 100,000 100,000
15.............. 100,000 100,000 100,000
20.............. 100,000 100,000 100,000
25.............. 100,000 100,000 141,711(4)
40.............. 100,000 100,000 508,111(4)
45.............. 0(3) 120,154(4) 808,387(4)
50.............. 0(3) 151,615(4) 1,293,720(4)
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,250 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values in cash value, cash surrender value, and death benefit
indicate termination of insurance coverage in the absence of sufficient
additional premium payment see "Payment and Allocation Premiums--
Termination," for further details. Zero cash surrender value in the first
policy year will not cause coverage to terminate since illustration
assumes payment of at least the minimum allowable planned premium (see
"Premiums--Payment of Premiums").
(4) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit," for further details.

29
<PAGE>

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER UNDERWRITING RISK SPECIFIED FACE AMOUNT: $100,000--DEATH
BENEFIT OPTION B CURRENT COST OF TERM INSURANCE 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
POLICY 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.............. $ 1,313 $ 597 $ 848 $ 700 $ 0*(3) $ 0*(3) $ 0*(3) $100,597 $100,648 $ 100,700
2.............. 2,691 1,576 1,730 1,889 376* 530* 689* 101,576 101,730 101,889
3.............. 4,138 2,527 2,843 3,185 1,427 1,743 2,085 102,527 102,843 103,185
4.............. 5,657 3,482 4,005 4,614 2,482 3,005 3,614 103,462 104,005 104,614
5.............. 7,252 4,382 5,217 6,188 3,382 4,217 5,188 104,382 105,217 106,188
6.............. 8,926 5,272 8,468 7,908 4,372 5,566 7,008 105,272 106,486 107,908
7.............. 10,686 8,149 7,768 9,803 5,349 6,988 9,003 106,149 107,768 109,803
8.............. 12,533 6,997 9,112 11,877 6,297 8,412 11,177 106,997 109,112 111,877
9.............. 14,472 7,816 10,499 14,147 7,218 9,899 13,547 107,818 110,499 114,147
10.............. 16,508 8,607 11,930 16,633 8,107 11,430 18,133 108,607 111,930 116,633
15.............. 28,322 12,148 19,810 33,154 12,049 19,710 33,054 112,148 119,810 133,154
20.............. 43,399 14,800 28,846 69,245 14,800 28,846 59,245 114,800 128,846 159,245
25.............. 62,642 16,126 38,717 100,218 18,126 38,717 100,216 116,126 138,717 200,216
40.............. 158,550 215 59,363 418,305 215 59,363 418,305 100,215 159,383 518,305
45.............. 209,606 0(3) 47,755 652,321 0 (3) 47,755 852,321 0(3) 147,755 752,321
50.............. 274,769 0(3) 11,338 1,008,667 0 (3) 11,336 1,008,867 0(3) 111,336 1,108,887
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,250 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values 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" for further details. Zeros values in cash surrender value in
the first Policy year will not cause coverage to terminate since
illustrations assume payment of at least minimum allowable planned premium
(see "Premiums--Payment of Premiums").

30
<PAGE>

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER UNDERWRITING RISK SPECIFIED FACE AMOUNT: $100,000--DEATH
BENEFIT OPTION C CURRENT COST OF TERM INSURANCE CHARGES

<TABLE>
<CAPTION>
TOTAL CASH
TOTAL CASH VALUE(2) SURRENDER VALUE(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
POLICY INTEREST ----------------------------- ----------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ ----------- ------- ------- ---------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1.............. $ 1,313 $ 597 $ 646 $ 700 $ 0*(3) $ 0*(3) $ 0*(3)
2.............. 2,691 1,576 1,730 1,889 676* 830* 989*
3.............. 4,138 2,527 2,843 3,185 1,627 1,943 2,285
4.............. 5,657 3,462 4,005 4,614 2,662 3,205 3,814
5.............. 7,252 4,382 5,217 6,188 3,582 4,417 5,388
6.............. 8,928 5,272 6,466 7,908 4,572 5,766 7,208
7.............. 10,686 6,149 7,768 9,803 5,449 7,068 9,103
8.............. 12,533 6,997 9,112 11,877 6,397 8,512 11,277
9.............. 14,472 7,816 10,499 14,147 7,316 9,999 13,647
10.............. 16,508 8,607 11,930 16,633 8,207 11,530 16,233
15.............. 28,322 12,148 19,810 33,154 12,048 19,710 33,054
20.............. 43,399 14,800 28,846 59,245 14,800 28,846 59,245
25.............. 62,642 16,126 38,717 100,216 16,126 38,717 100,216
40.............. 158,550 0(3) 62,200 438,396 0(3) 62,200 438,396
45.............. 209,608 0(3) 54,917 711,324 0(3) 54,917 711,324
50.............. 274,769 0(3) 15,048 1,138,941 0(3) 15,048 1,138,941
<CAPTION>
TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT
END OF RATES OF RETURN OF
POLICY ----------------------------------
YEAR 0% 6% 12%
------ ----------- -------- -------------
<S> <C> <C> <C>
1.............. $100,597 $100,648 $ 100,700
2.............. 101,576 101,730 101,889
3.............. 102,527 102,843 103,185
4.............. 103,452 104,005 104,614
5.............. 104,382 105,217 106,188
6.............. 105,272 106,466 107,908
7.............. 106,149 107,768 109,803
8.............. 106,997 109,112 111,877
9.............. 107,816 110,499 114,147
10.............. 108,607 111,930 116,833
15.............. 112,148 119,810 133,154
20.............. 114,800 128,846 159,245
25.............. 116,126 138,717 200,216
40.............. 0(3) 149,059 469,084(4)
45.............. 0(3) 149,059 746,890(4)
50.............. 0(3) 149,059 1,195,889(4)
</TABLE>

- -------
(1) Assumes annual planned premium payments of $1,250 paid in full at
beginning of each Policy year. The values would vary from those shown if
the amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient
premium payments may cause the Policy to terminate because of insufficient
cash value.
(3) Zero values 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" for further details. Zero values in cash surrender value in
the first Policy year will not cause coverage to terminate since
illustrations assume payment of at least minimum allowable planned premium
(see "Premiums--Payment of Premiums").
(4) Minimum death benefit applies, see "Death Benefit Options--Minimum Death
Benefit" for further details.

31
<PAGE>

...............................................................
POLICY RIGHTS
...............................................................................

The description of rights under the Policy set forth below assumes that no
riders are in effect. See the Appendix to Prospectus, for a discussion of how
these rights may be affected by certain riders under the Policy.

LOAN PRIVILEGES

Policy Loan. At any time, the Policy owner may borrow money from Metropoli-
tan Life using the Policy as the only security for the loan. The smallest
amount the Policy owner can borrow at any one time is $250. The maximum amount
that may be borrowed at any time is the loan value. The loan value equals the
cash surrender value less two monthly deductions or, if greater, 75% (90% for
Policies issued in Virginia or Maryland) of the cash surrender value (or, in
Texas, the Policy's cash surrender value less two monthly deductions or 100%
of the cash surrender value in the Fixed Account and 75% of the cash surrender
value in the Separate Account, if greater). For situations where a Policy loan
may be treated as a taxable distribution, see "Federal Tax Matters."

Allocation of Policy Loan. Metropolitan Life will allocate a Policy loan
among the Fixed Account and the investment divisions of the Separate Account
on a Pro Rata Basis.

Interest. The interest charged on a Policy loan accrues daily. The interest
rate is a fixed rate of 8% per year. Interest payments are due at the end of
each Policy 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 Ba-
sis to the Policy Loan Account.

For individuals, interest paid to Metropolitan Life in connection with pol-
icy loans used for consumer purposes is not tax deductible.

Generally, pursuant to legislation enacted in 1997, no deduction is allowed
for interest on loans on life insurance policies, subject to certain
exceptions for key person insurance covering a limited number of individ-
uals. The 1997 legislation also generally disallows, in part, an interest
deduction to businesses that own cash value life insurance issued after June
8, 1997 for debt unrelated to the contract, subject to certain exceptions for
contracts covering employees and certain other individual. Counsel and other
competent advisors should be consulted with respect to the deductibility of
Policy loan interest for income tax purposes. (See "Federal Tax Matters.")

Cash value in the Policy Loan Account equal to indebtedness will be credited
with interest at a rate equal to the fixed rate charged less a percentage
charge, based on expenses associated with Policy loans, determined by Metro-
politan Life. Presently, this charge is 2%. Thus, the interest rate presently
credited is 6%. The minimum rate credited to the Policy Loan Account will be
4% per year. NO ADDITIONAL INTEREST WILL BE CREDITED TO THE CASH VALUE IN THE
POLICY LOAN ACCOUNT, NOR WILL THE CASH VALUE IN THE POLICY LOAN ACCOUNT PAR-
TICIPATE IN ANY INVESTMENT EXPERIENCE APPLICABLE TO THE SEPARATE ACCOUNT.

The Policy's cash value in the Policy Loan Account will be the outstanding
indebtedness on the valuation date plus any interest credited to the Policy
Loan Account which has not yet been allocated to the Fixed Account or the in-
vestment divisions of the Separate Account as of the Valuation Date. Interest
credited to amounts in the Policy 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.

Indebtedness. Indebtedness equals the outstanding Policy loan plus accrued
interest thereon. If, on a monthly anniversary, indebtedness exceeds the cash
value minus the monthly deduction, Metropolitan Life will notify the Policy
owner and any assignee of record. If a sufficient payment is not made to Met-
ropolitan Life within 61 days from the monthly anniversary, the Policy will
terminate without value. The Policy may, however, later be reinstated, subject
to certain conditions (see "Policy Termination and Reinstatement").

Repayment of Indebtedness. Indebtedness may be repaid any time before the
Final Date while the insured is living. The minimum repayment is $50. If not
repaid, Metropolitan Life will deduct indebtedness from any amount payable un-
der the Policy. As of the Date of Receipt of the repayment, the Policy's cash
value in the Policy 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 Policy owner should designate whether a payment is in-
tended as a loan repayment or a premium payment. Any payment for which no des-
ignation is made will be treated as a premium payment.

32
<PAGE>

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

SURRENDER AND WITHDRAWAL PRIVILEGES

Subject to the limitations set forth below, at any time before the earlier of
the death of the insured and the Final Date, the Policy owner may make a par-
tial withdrawal or totally surrender the Policy by sending a written request to
the Designated Office. Metropolitan Life may require that these requests be
made on forms provided for these purposes. The maximum amount available for
surrenders or withdrawal is the cash surrender value on the Date of Receipt of
the request. No charge will be imposed on partial withdrawals. See "Charges and
Deductions--Surrender Charge" for a discussion of surrender charges. For any
tax consequences in connection with a partial withdrawal or surrender, see
"Federal Tax Matters".

Surrenders. The Policy owner may surrender the Policy for its cash surrender
value. If the Policy is being surrendered, Metropolitan Life may require that
the Policy itself be returned along with the request. A Policy owner may elect
to have the proceeds paid in a single sum or applied under an optional income
plan (see "Appendix to Prospectus"). If the insured dies after the surrender of
the Policy and payment to the Policy owner of the cash surrender value but be-
fore the end of the Policy month in which the surrender occurred, a death bene-
fit will be payable to the beneficiary in an amount equal to the difference be-
tween the Policy's death benefit and cash value, both computed as of the sur-
render date.

Partial Withdrawals. The Policy owner may make a partial withdrawal from the
Policy's cash surrender value. The minimum partial withdrawal is $250. There is
no charge for a partial withdrawal. The amount withdrawn will be deducted from
the Policy'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.

When death benefit Option A, or Option C on and after policy anniversary 65,
is in effect, any partial withdrawal will reduce the specified face amount, and
thus the death benefit, by the amount withdrawn. When death benefit Option B,
or Option C prior to policy anniversary 65, is in effect, the amount withdrawn
will not reduce the specified face amount. However, the death benefit will be
reduced by the amount withdrawn. If increases in the specified face amount pre-
viously have occurred, a partial withdrawal when Death Benefit Option A, or Op-
tion C on and after policy anniversary 65, is in effect will reduce the speci-
fied face amount in the same manner as would a direct request by the Policy
owner to reduce the specified face amount (see "Policy Benefits--Decreases"). A
decrease in specified face amount may affect the Policy's status as a modified
endowment contract for tax purposes (see "Federal Tax Matters").

A Policy owner will not be permitted to make any partial withdrawal that
would reduce the specified face amount of the Policy below the Minimum Initial
Specified Face Amount in the first five Policy years or one-half the Minimum
Initial Specified Face Amount thereafter (see "Policy Benefits--Decreases"), or
that would result in total premiums paid exceeding the then current maximum
premium limitation determined by Internal Revenue Service Code (see "Premiums--
Premium Limitations"). In no case will a partial withdrawal be permitted that
would reduce the specified face amount below $25,000. A partial withdrawal will
also not be permitted unless the resulting cash surrender value would be suffi-
cient to pay at least two monthly deductions. Any time a request for a partial
withdrawal is received that would reduce the specified face amount below the
minimum face amount, result in total premiums paid exceeding maximum premium
limitations, or reduce the cash surrender value below two monthly deductions,
Metropolitan Life will not implement the partial withdrawal request, but will
contact the Policy owner as to whether the request should be withdrawn or re-
duced to a smaller amount or changed to a request for the full cash surrender
value.

EXCHANGE PRIVILEGE

During the first 24 Policy months following the issuance of the Policy, the
Policy owner may exercise the Policy 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 Ac-
count. This will, in effect, serve as an exchange of the Policy for the equiva-
lent of a flexible premium fixed benefit life insurance policy. No charge will
be imposed on such transfer in exercising this exchange privilege. Moreover,
the Policy owner may subsequently transfer amounts back to one or more of the
investment divisions of the Separate Account at any time, within the limita-
tions described in "Allocation of Premiums and Cash Value--Cash Value Trans-
fers". Similarly, during the first 24 months following an increase in the spec-
ified 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 in-
crease 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--Excess Sales Charge").

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

33
<PAGE>

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

THE FIXED ACCOUNT
...............................................................................

A Policy owner may allocate net premiums and transfer cash value to the
Fixed Account, which is part of the General Account of Metropolitan Life. Be-
cause 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 provi-
sions of these Acts and Metropolitan Life 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

A Policy owner may elect to allocate net premiums to the Fixed Account or to
transfer cash value from the investment divisions of the Separate Account to
the Fixed Account. The allocation or transfer of funds to the Fixed Account
does not entitle a Policy owner to share in the investment experience of the
General Account. Instead, Metropolitan Life 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. Metro-
politan Life is not obligated to credit interest at any higher rate, although
Metropolitan Life may, in its sole discretion, do so.

FIXED ACCOUNT BENEFITS

The Policy owner may select death benefit Option A or B under the Policy.
For Policies issued on or after May 1, 1994 and provided death benefit Option
C is available in the state where the Policy is issued, the Policy owner may
also select death benefit Option C. The Policy owner may change such option or
the Policy's specified face amount, subject to satisfactory evidence of insur-
ability where required and subject to all the conditions and limitations ap-
plicable to such transactions generally (see "Policy Benefits--Death Bene-
fits").

FIXED ACCOUNT CASH VALUE

Net premiums allocated to the Fixed Account are credited to the Policy. Met-
ropolitan Life guarantees that interest credited to each Policy owner's cash
value in the Fixed Account will not be less than an effective annual rate of
at least 4% per year. This is the rate that will be credited to the first
$1,000 of cash value in the Fixed Account. Metropolitan Life may declare any
rate of interest in excess of 4% at any time to be credited to amounts of cash
value in the Fixed Account in excess of $1,000, subject to the following con-
ditions: Metropolitan Life 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, Metropolitan Life will not change
the rate of excess interest for a period of twelve months from the date de-
clared. Metropolitan Life has also established multiple bands of excess inter-
est. 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.

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

ANY INTEREST METROPOLITAN LIFE CREDITS ON THE POLICY'S CASH VALUE IN THE
FIXED ACCOUNT IN EXCESS OF THE GUARANTEED RATE OF 4% PER YEAR WILL BE DETER-
MINED IN THE SOLE DISCRETION OF METROPOLITAN LIFE. THE POLICY OWNER ASSUMES
THE RISK THAT INTEREST CREDITED TO AMOUNTS OF CASH VALUE IN THE FIXED ACCOUNT
IN EXCESS OF $1,000 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.

The Policy'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
Policy

34
<PAGE>

...............................................................
indebtedness and any charges imposed on amounts in the Fixed Account in connec-
tion with the Policy.

The portion of the monthly deduction attributable to the Fixed Account will
be determined as of the actual monthly anniversary, even if the monthly anni-
versary does not fall on a Valuation Date.

TRANSFERS, WITHDRAWALS, SURRENDERS, AND POLICY LOANS

Amounts in the Fixed Account are 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 Policy loans (see "Allo-
cation of Premiums and Cash Value--Cash Value Transfers;" "Loan Privileges,"
and "Surrender and Withdrawal Privileges").

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