SC TO-C

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                   Schedule TO

                      Tender Offer Statement under Section
           14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934


                               Conning Corporation
         ---------------------------------------------------------------
                            (Name of Subject Company)


                               CC Merger Sub Inc.
                       Metropolitan Life Insurance Company
         ---------------------------------------------------------------
                       (Name of Filing Persons - Offeror)


                     Common Stock, Par Value $0.01 Per Share
         ---------------------------------------------------------------
                         (Title of Class of Securities)


                                   208215 10 3
         ---------------------------------------------------------------
                      (CUSIP Number of Class of Securities)


                               Jane Weinberg, Esq.
                       Metropolitan Life Insurance Company
                               One Madison Avenue
                            New York, New York 10010
                            Telephone: (212) 578-2211
         ---------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
            to Receive Notices and Communications on Behalf of Filing
                                    Persons)


                                    Copy to:
                             Adam O. Emmerich, Esq.
                         Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                            New York, New York 10019
                            Telephone: (212) 403-1234
         ---------------------------------------------------------------





                            CALCULATION OF FILING FEE
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     TRANSACTION VALUATION                           AMOUNT OF FILING FEE
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     $                                                      $
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/_/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid:  None.
Form or Registration No.:  Not applicable.
Filing Party:  Not applicable.
Date Filed:  Not applicable.

/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

/_/ third-party tender offer subject to Rule 14d-1.
/_/ issuer tender offer subject to Rule 13e-4.
/_/ going-private transaction subject to Rule 13e-3.
/_/ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:  /_/

EX-99

                                                                      Exhibit 99


Contact: METLIFE                             CONNING

         Kevin Foley                         Investor Contact: Paul Kopsky, Jr.
         212 578-4132                                          (314) 444-0715
         Kfoley@metlife.com
                                             Media Contact:    David Garino
                                                               (314) 982-1700



                  METLIFE AND CONNING ANNOUNCE MERGER AGREEMENT

New York, March 9, 2000 - Metropolitan Life Insurance Company (MetLife) and
Conning Corporation (NASDAQ: CNNG) today announced that they have entered into a
definitive merger agreement providing for the acquisition by MetLife of all of
the outstanding shares of Conning not already controlled by MetLife for $12.50
per share in cash. This is an increase from the $10.50 per share price contained
in MetLife's initial proposal announced January 18, 2000. MetLife acquired its
61 percent interest in Conning as a result of its January 6, 2000 acquisition of
GenAmerica Corporation, Conning's indirect majority owner. The board of
directors of each company has approved the merger agreement.

MetLife is expected to commence the tender offer for Conning's outstanding
shares by March 20, 2000. The tender offer will remain open for 20 business
days, unless extended pursuant to the merger agreement, and is conditioned upon
the tender of a sufficient number of shares to give MetLife and its affiliates
ownership of at least two-thirds of Conning's outstanding shares. Shares not
tendered will be converted into the right to receive the same $12.50 per share
in cash. The merger agreement contains customary closing conditions.



                                    - more -





                                    - 2 -


Conning provides asset management services primarily to insurance companies and
institutional investors, manages private equity funds investing in insurance and
insurance-related companies, and conducts in-depth research on the insurance
industry.

Headquartered in New York City since 1868, MetLife is a leading provider of
insurance and financial products and services to a broad spectrum of individual
and group customers. The company, with $404.2 billion of assets under management
as of September 30, 1999 on a pro-forma basis, including the acquisition of
GenAmerica Corp., provides individual insurance and investment products to
approximately 9 million households in the U.S. In addition, the corporations and
institutions that MetLife provides with group insurance and investment products
have approximately 33 million employees and members. MetLife also has
international insurance operations in ten countries, with a focus on the
Asia/Pacific region, Latin America and selected European countries. For more
information about MetLife, please visit the company's Web site at
www.metlife.com.


                                    # # #


All stockholders should read the tender offer statement concerning the tender
offer that will be filed by MetLife with the Securities and Exchange Commission
(SEC) and mailed to stockholders. The tender offer statement will contain
important information that stockholders should consider before making any
decision regarding tendering their shares. You will be able to obtain the tender
offer statement, as well as other filings containing information about MetLife
and Conning, without charge, at the SEC's Internet site (www.sec.gov). Copies of
the tender offer statement and other SEC filings can also be obtained, without
charge, from the MetLife Secretary.