HEMINGER, PEGGY C.
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FROM:     Heminger, Peggy C.
SENT:     Wednesday, November 05, 2014 7:13 PM
TO:       'Oh, Min S.' (OHM@SEC.GOV)
CC:       Conner, W. Thomas
SUBJECT:  MetLife Accumulation Annuity

Dear Mr. Oh:

Pursuant to your request, please find below a list of the Staff comments from
the October 7, 2014 letter by Keith Gregory relating to the initial
registration statements on Form N-4 for the MetLife Investment Portfolio
Architect contracts, which we believe are also applicable to the registration
statements for the MetLife Accumulation Annuity contracts. Please note the
below list includes all applicable comments, including comments as to which we
have declined to make the requested change in our earlier correspondence to Mr.
Gregory dated October 29, 2014 and November 5, 2014.

3. Index of Special Terms:

   a. Index of Special Terms: Please consider including the following Special
   Terms in the Index: Annuity Service Center, "[DELETED ASSET ALLOCATION
   PROGRAM]" Commutation, Contract, Free Look, Required Minimum Distribution,
   and Return of Premium Death Benefit.

   b. Good Order (p. 52): Please provide a more specific definition of "Good
   Order" as well as the method by which you expect to receive communications
   from Owners under the various circumstances discussed in the Prospectus
   (e.g., "Allocation of Purchase Payments" on page 17 and "Changes to
   Beneficiaries" on page 53). In addition, please consider replacing generic
   disclosure such as "in a form acceptable to us" with "Good Order," as
   appropriate.

4. Reservations of Rights: Please review the Prospectus and in each case where
the Registrant reserves the right to change, cancel or modify a benefit or
contract term, please ensure that information concerning the circumstances
under which the change would be made, who may approve it and the time period
and form of notice to Owners is disclosed. For example, (i) on page 16, please
include appropriate information with respect to rejecting an application;
"[DELETED (II) ON PAGE 23, PLEASE CONSIDER INCLUDING A REFERENCE TO PAGE 36
WITH RESPECT TO SUSPENSIONS OR RESTRICTIONS ON TRANSFER PRIVILEGES]" and (iii)
on page 49, with respect to the registrant's ability to make certain changes to
the Separate Account, please provide information regarding notice that will be
provided to contract Owners. See Item 7(c) of Form N-4.

7. Investment Portfolio Expenses (pp. 10-12): The Prospectus includes
additional tables showing annual operating expenses separately for each
Investment Portfolio. Instruction 20 to Item 3 of Form N-4 requires that such
additional tables should be prepared in the format and in accordance with the
instructions prescribed by Item 3 of Form N-1A. Please revise the table
accordingly. For example:

   a. Table Heading: Please replace the table heading "Contractual Expense
   Subsidy or Deferral" with "Fee Waiver [and/or Expense Reimbursement]".
   Please also make a corresponding change to the narrative preceding the
   Expense Example. See Instruction 3(e) to Item 3 of Form N-1A.

   c. Fee Waivers: For funds that have contractual fee waivers, please confirm
   that such fee waivers extend for more than one year from the effective date
   of this registration statement. Please include disclosure stating waiver's
   expected termination date and briefly describe who can terminate the
   arrangement and under what circumstances. See Instruction 3(e) to Item 3 of
   Form N-1A.

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11. Account Value (p. 18): On page 18, please explain that contract charges, in
addition to the investment performance of the Investment Portfolios, affect
Accumulation Unit value. See Item 10(b) of Form N-4.

16. Death Benefit (pp. 37-39):

   a. Duplicate Disclosure: Please consider revising the Death Benefit
   disclosure by combining the general death benefits disclosure on pages 38-39
   with the specific disclosure on pages 37-38. We note that such combined
   disclosure would eliminate duplicate text and assist investor understanding.

   c. Death Benefit Payment Options (p. 38): For clarity, please disclose the
   death benefit payment options in one place with the attendant effect of the
   payment method on the calculation of the death benefit. For example,
   reference to the lump sum and annuity payment methods are made on page 38
   but the effect each method on death benefit calculation appears elsewhere.

   d. Risk of Loss/Remaining Beneficiaries (p. 37): On page 37, the disclosure
   indicates that the death benefit will be determined as of the time the first
   Beneficiary submits the necessary documentation in Good Order. Further
   disclosure indicates that any death benefit amounts held in the Investment
   Portfolios on behalf of the remaining Beneficiaries are subject to
   investment risk. Please clarify whether the first Beneficiary's interest is
   also subject to investment risk until the death benefit is paid. In
   addition, please clarify the meaning of "There is no additional death
   benefit guarantee."

   f. Spousal Continuation (pp. 38-39): Under the caption "General Death
   Benefit Provisions," the prospectus discusses additional purchase payments
   (i.e., direct transfers from other Qualified or Non-Qualified Contracts held
   in the name of the decedent) that a Beneficiary can make under a new
   contract issued to a Beneficiary to facilitate the payment of a death
   benefit over time. Please disclose under the caption "Spousal Continuation"
   whether such additional purchase payments may be made in the context of a
   spouse electing to continue the contract.

Please feel free to contact Tom Conner (202 414 9208 / tconner@reedsmith.com)
or me if you should have any questions.

Best regards,
Peggy

PEGGY C. HEMINGER
412.288.7204
pheminger@reedsmith.com

Reed Smith LLP
Reed Smith Centre
225 Fifth Avenue
Pittsburgh, PA 15222
412.288.3131
Fax 412.288.3063

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